Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 24, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41042 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 14600 Myford Road | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92606 | |
Entity Tax Identification Number | 47-3544981 | |
City Area Code | (888) | |
Local Phone Number | 748-4261 | |
Title of 12(b) Security | Class A common stock, $0.001 par value per share | |
Trading Symbol | RIVN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001874178 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Registrant Name | Rivian Automotive, Inc. / DE | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 931,510,010 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,825,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Assets, Current [Abstract] | ||
Cash and cash equivalents (Note 2) | $ 11,244 | $ 11,568 |
Accounts receivable, net | 157 | 102 |
Inventory (Note 3) | 1,823 | 1,348 |
Other current assets | 126 | 112 |
Total current assets | 13,350 | 13,130 |
Property, plant, and equipment, net (Note 4) | 3,826 | 3,758 |
Operating lease assets, net | 325 | 330 |
Other non-current assets | 690 | 658 |
Total assets | 18,191 | 17,876 |
Current liabilities: | ||
Accounts payable | 984 | 1,000 |
Accrued liabilities (Note 6) | 996 | 1,154 |
Current portion of lease liabilities and other current liabilities | 289 | 270 |
Total current liabilities | 2,269 | 2,424 |
Non-current portion of long-term debt (Note 5) | 2,716 | 1,231 |
Non-current lease liabilities | 303 | 311 |
Other non-current liabilities | 161 | 111 |
Total liabilities | 5,449 | 4,077 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2022 and March 31, 2023 | 0 | 0 |
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 926 and 939 shares issued and outstanding as of December 31, 2022 and March 31, 2023, respectively (Note 11) | 1 | 1 |
Additional paid-in capital | 27,217 | 26,926 |
Accumulated deficit | (14,475) | (13,126) |
Accumulated other comprehensive loss | (1) | (2) |
Total stockholders' equity | 12,742 | 13,799 |
Total liabilities and stockholders' equity | $ 18,191 | $ 17,876 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 3,508,000,000 | 3,508,000,000 |
Common stock, shares issued (in shares) | 939,000,000 | 926,000,000 |
Common stock, shares outstanding (in shares) | 939,000,000 | 926,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues (Note 2) | $ 661 | $ 95 |
Cost of revenues | 1,196 | 597 |
Gross profit | (535) | (502) |
Operating expenses | ||
Research and development | 496 | 547 |
Selling, general, and administrative | 402 | 530 |
Total operating expenses | 898 | 1,077 |
Loss from operations | (1,433) | (1,579) |
Interest income | 124 | 3 |
Interest expense (Note 5) | (38) | (22) |
Other income (expense), net | (1) | 5 |
Loss before income taxes | (1,348) | (1,593) |
Provision for income taxes | (1) | 0 |
Net loss | (1,349) | (1,593) |
Net loss attributable to common stockholders, basic | (1,349) | (1,593) |
Net loss attributable to common stockholders, diluted | $ (1,349) | $ (1,593) |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.45) | $ (1.77) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.45) | $ (1.77) |
Weighted-average common shares outstanding, basic (in shares) | 930 | 901 |
Weighted-average common shares outstanding, diluted (in shares) | 930 | 901 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (1,349) | $ (1,593) |
Other comprehensive income | 1 | 0 |
Comprehensive loss | $ (1,348) | $ (1,593) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 900 | ||||
Beginning balance at Dec. 31, 2021 | $ 19,514 | $ 1 | $ 25,887 | $ (6,374) | $ 0 |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 1 | ||||
Capital stock issuance | 1 | 1 | |||
Stock-based compensation | 338 | 338 | |||
Other comprehensive income | 0 | ||||
Net loss | (1,593) | (1,593) | |||
Ending balance (in shares) at Mar. 31, 2022 | 901 | ||||
Ending balance at Mar. 31, 2022 | $ 18,260 | $ 1 | 26,226 | (7,967) | 0 |
Beginning balance (in shares) at Dec. 31, 2022 | 926 | 926 | |||
Beginning balance at Dec. 31, 2022 | $ 13,799 | $ 1 | 26,926 | (13,126) | (2) |
Stockholders' Equity | |||||
Capital stock issuance (in shares) | 13 | ||||
Capital stock issuance | 5 | 5 | |||
Stock-based compensation | 286 | 286 | |||
Other comprehensive income | 1 | 1 | |||
Net loss | $ (1,349) | (1,349) | |||
Ending balance (in shares) at Mar. 31, 2023 | 939 | 939 | |||
Ending balance at Mar. 31, 2023 | $ 12,742 | $ 1 | $ 27,217 | $ (14,475) | $ (1) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (1,349,000,000) | $ (1,593,000,000) |
Depreciation and amortization | 188,000,000 | 118,000,000 |
Stock-based compensation | 183,000,000 | 317,000,000 |
Inventory write-downs and losses on firm purchase commitments | 229,000,000 | 188,000,000 |
Other non-cash activities | 2,000,000 | 47,000,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (55,000,000) | 4,000,000 |
Inventory | (781,000,000) | (367,000,000) |
Other current assets | (11,000,000) | 11,000,000 |
Other non-current assets | (18,000,000) | (6,000,000) |
Accounts payable and accrued liabilities | 22,000,000 | 201,000,000 |
Other current liabilities | 15,000,000 | 40,000,000 |
Other non-current liabilities | 54,000,000 | 6,000,000 |
Net cash used in operating activities | (1,521,000,000) | (1,034,000,000) |
Cash flows from investing activities: | ||
Capital expenditures | (283,000,000) | (418,000,000) |
Net cash used in investing activities | (283,000,000) | (418,000,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of capital stock | 3,000,000 | 1,000,000 |
Proceeds from issuance of convertible notes | 1,485,000,000 | 0 |
Other financing activities | (3,000,000) | (1,000,000) |
Net cash provided by financing activities | 1,485,000,000 | 0 |
Net change in cash | (319,000,000) | (1,452,000,000) |
Cash, cash equivalents, and restricted cash—Beginning of period | 12,099,000,000 | 18,423,000,000 |
Cash, cash equivalents, and restricted cash—End of period | 11,780,000,000 | 16,971,000,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Capital expenditures included in liabilities | 333,000,000 | 406,000,000 |
Capital stock issued to settle bonuses | 137,000,000 | 0 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 11,000,000 | $ 54,000,000 |
PRESENTATION AND NATURE OF OPER
PRESENTATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2023 | |
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 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. Certain amounts in the prior period condensed consolidated financial statements have been aggregated to conform to current period presentation. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Form 10-K”). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Accounting estimates are an integral part of the condensed consolidated financial statements. These estimates require the use of judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues, and expenses in the periods presented. The Company 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 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, 2022 and March 31, 2023. 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, 2022 March 31, 2023 Cash $ 2,604 $ 1,918 Money market funds 7,147 7,791 Commercial papers 845 663 United States Treasury securities 822 747 Certificates of deposits 150 125 Total cash and cash equivalents $ 11,568 $ 11,244 Restricted Cash Restricted cash is recorded in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets and was $531 million and $536 million as of December 31, 2022 and March 31, 2023, respectively. Restricted cash primarily consisted of the balance of an account under the dominion and control of the administrative agent under the senior secured asset-based revolving credit facility (“ABL Facility”). In April 2023, all of the Company’s restricted cash associated with the ABL Facility was released due to expanded assets in the borrowing base in conjunction with the ABL Facility amendment. Refer to Note 5 "Debt" for more information about the ABL Facility amendment. Derivative Instruments In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either “Other current assets” or “Current portion of lease liabilities and other current liabilities” and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices in active markets. For commodity contracts, the Company records gains and losses resulting from changes in fair value in “Cost of revenues” in the Condensed Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows . The Company also may enter into master netting agreements with its counterparties to allow for netting of transactions with the same counterparty. The Company does not utilize derivative instruments for trading or speculative purposes. The Company has entered into commodity contracts, and the resulting asset, liability, and aggregate notional amount are not material as of December 31, 2022 and March 31, 2023. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the three months ended March 31, 2023, losses resulting from changes in fair value were not material. Revenues The Company primarily recognizes revenue from the sale of EVs. The Company’s contract liabilities are primarily related to payments for vehicles collected prior to delivery of the EV, generally satisfied within one quarter or less, and over-the-air (“OTA”) vehicle software updates. The Company’s contract liabilities were not material as of December 31, 2022. As of March 31, 2023 the Company’s contract liabilities were $116 million, with $58 million recorded in “Current portion of lease liabilities and other current liabilities” and $58 million recorded in “Other non-current liabilities” on the Condensed Consolidated Balance Sheets . Product Warranty The following table summarizes the Company’s warranty reserve recorded within the corresponding line items on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 March 31, 2023 Current portion of lease liabilities and other current liabilities $ 30 $ 38 Other non-current liabilities 70 99 Total warranty reserve $ 100 $ 137 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, customer deposits, derivative instruments, and debt to the extent the ABL Facility lenders are not able to extend credit. 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, 2022 and March 31, 2023, all of the Company’s cash, cash equivalents, and restricted cash were distributed across several large financial institutions that management believes are of high credit quality. These amounts are typically in excess of insured limits. In addition, the counterparties to the Company’s derivative instruments are financial institutions that management believes are of high credit quality. Supply Risk |
INVENTORY AND INVENTORY VALUATI
INVENTORY AND INVENTORY VALUATION | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY AND INVENTORY VALUATION | INVENTORY AND INVENTORY VALUATION The following table summarizes the components of “Inventory” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 March 31, 2023 Raw materials and work in progress $ 949 $ 1,267 Finished goods 399 556 Total inventory $ 1,348 $ 1,823 Inventory is stated at the lower of cost or net realizable value (“LCNRV”) and consists of raw materials, work in progress, finished goods, and service parts. The Company’s ending inventory was written down by $582 million and $561 million for LCNRV as of December 31, 2022 and March 31, 2023, respectively. Additionally, the Company has LCNRV losses related to firm purchase commitments which were $338 million and $261 million as of December 31, 2022 and March 31, 2023, respectively, and are reflected in the inventory component of “Accrued liabilities” on the Condensed Consolidated Balance Sheets . Refer to Note 6 "Accrued Liabilities" for more information about Accrued liabilities. The Company recorded a $188 million and $229 million charge to reflect the LCNRV of inventory and losses on firm purchase commitments as of March 31, 2022 and March 31, 2023, respectively, in “Cost of revenues” in the Company’s Condensed Consolidated Statements of Operations |
PROPERTY, PLANT, AND EQUIPMENT,
PROPERTY, PLANT, AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | PROPERTY, PLANT, AND EQUIPMENT, NET The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 March 31, 2023 Land, buildings, and building improvements $ 636 $ 651 Leasehold improvements 297 321 Machinery, equipment, vehicles, and office furniture 2,456 2,553 Computer equipment, hardware, and software 409 440 Construction in progress 843 928 Total property, plant, and equipment 4,641 4,893 Accumulated depreciation and amortization (883) (1,067) Total property, plant, and equipment, net $ 3,758 $ 3,826 Depreciation and amortization expense was $118 million and $184 million for the three months ended March 31, 2022 and 2023, respectively. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT The following table summarizes the Company’s outstanding debt (in millions): December 31, 2022 March 31, 2023 Maturity Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 11.3 % $ 1,250 10.6 % 2029 Green Convertible Notes 2029 — — 1,500 4.9 % Total long term debt 1,250 2,750 Less unamortized discount and debt issuance costs (19) (34) Long-term debt, less unamortized discount and debt issuance costs 1,231 2,716 Less: Current portion — — Total long-term debt, less current portion $ 1,231 $ 2,716 ABL Facility In May 2021, the Company entered into an ABL Facility with a syndicate of banks that may be used for general corporate purposes. Availability under the ABL Facility was based on the lesser of the borrowing base and the committed $750 million cap and was reduced by borrowings and the issuance of letters of credit. As of March 31, 2023, the Company had no borrowings under the ABL Facility and $383 million of letters of credit outstanding, resulting in availability under the ABL Facility of $367 million after giving effect to the borrowing base and the outstanding letters of credit. As of March 31, 2023, the Company was in compliance with all covenants required by the ABL Facility. In April 2023, the Company amended and restated the credit agreement governing the ABL Facility. This amendment doubled the revolving commitment to $1,500 million, increased the letter of credit sub-limit from $500 million to $1,000 million, extended the maturity to the earlier of April 19, 2028 and 91 days prior to maturity of certain debt exceeding $200 million, expanded eligibility of assets in the borrowing base allowing for the release of restricted cash, modified the interest rate benchmark to Secured Overnight Financing Rate plus 0.10% credit spread adjustment, and changed the commitment fee to between 0.20% and 0.25%. After the amendment, the Company had availability under the ABL Facility of $753 million after giving effect to the borrowing base and the outstanding letters of credit. 2026 Notes In October 2021, the Company issued $1,250 million aggregate principal amount of senior secured floating rate notes due October 2026 (the “2026 Notes”) to certain new and existing investors of the Company. As of March 31, 2023, the Company was in compliance with all covenants required by the 2026 Notes, and the contractual interest rate was 10.1%. 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, 2022 and March 31, 2023, the fair value of the 2026 Notes was $1,216 million and $1,233 million, respectively. 2029 Green Convertible Notes In March 2023, the Company issued $1,500 million principal amount of green convertible unsecured senior notes due March 2029 (the “2029 Green Convertible Notes”) at a discount of $15 million in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2029 Green Convertible Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated March 10, 2023, between the Company and U.S. Bank Trust Company, National Association. The Company intends to allocate the net proceedings from the offering to finance, refinance, or make direct investments in, in whole or in part, one or more new or existing eligible green projects, as described in the Company’s newly established green financing framework. The 2029 Green Convertible Notes accrue interest at a rate of 4.625% per annum, payable semi-annually in arrears on March 15 and September 15. Before December 15, 2028, the 2029 Green Convertible Notes are convertible at the option of the noteholders only upon the occurrence of certain events. From and after December 15, 2028, the 2029 Green Convertible Notes are convertible at any time at the noteholders’ election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s Class A common stock, or a combination of cash and shares of the Company’s Class A common stock, at the Company’s election. The initial conversion rate is 49.6771 shares of common stock per $1,000 principal amount of 2029 Green Convertible Notes, which represents an initial conversion price of approximately $20.13 per share of the Company’s Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. The 2029 Green Convertible Notes are redeemable in whole or in part (subject to certain limitations) at the Company’s option at any time on or after March 20, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price for a specified period of time. If certain events that constitute a Fundamental Change (as defined by the Indenture) for the 2029 Green Convertible Notes occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash. The cash repurchase price is equal to the principal amount of the notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The 2029 Green Convertible Notes contain a number of customary covenants. The 2029 Green Convertible Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices in markets that are not active. As of March 31, 2023, the fair value of the 2029 Green Convertible Notes was $1,575 million. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES The carrying value of “Accrued liabilities” on the Condensed Consolidated Balance Sheets included the following components (in millions): December 31, 2022 March 31, 2023 Inventory $ 367 $ 280 Capital expenditures 265 247 Payroll and related costs 259 171 Other products and services 169 176 Other 94 122 Total accrued liabilities $ 1,154 $ 996 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe Company’s provision for income taxes was not material and the effective tax rate was 0% for the three months ended March 31, 2022 and 2023. The Company maintains a valuation allowance on all deferred tax assets except in certain foreign jurisdictions, as it has concluded that it is more likely than not that these assets will not be utilized. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock Plans The Company's 2015 Long-Term Incentive Plan ("2015 Stock Plan") and 2021 Incentive Award Plan (“2021 Stock Plan” and, together, “Stock Plans”) permit the grant of stock options, restricted stock units (“RSUs”), and other stock-based awards to employees, non-employee directors, and consultants. The following table summarizes the Company’s stock option and restricted stock unit activity during the three months ended March 31, 2023: Stock Options RSUs Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 61 $ 12.98 37 $ 38.72 Granted 1 13.02 13 16.71 Exercised / Vested (1) 4.24 (12) 23.60 Forfeited / Cancelled — — (1) 40.26 Outstanding at March 31, 2023 61 $ 13.09 6.6 $ 356 37 $ 35.68 Vested and expected to vest at March 31, 2023 61 $ 13.09 6.6 $ 356 37 $ 35.68 Exercisable at March 31, 2023 30 $ 5.06 5.5 $ 322 — $ — The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and 2021 Employee Stock Purchase Plan (“ESPP”) by line item in the Condensed Consolidated Statements of Operations (in millions): Three Months Ended March 31, 2022 2023 Cost of revenues $ 10 $ 18 Research and development 138 84 Selling, general, and administrative 169 81 Total stock-based compensation expense $ 317 $ 183 As of March 31, 2023, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $1,347 million, which is expected to be recognized over a weighted-average period of 5.8 years for stock options and 2.2 years for RSUs. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Revenues In February 2019, the Company entered into a commercial letter agreement with Amazon.com, Inc. and its affiliates (“Amazon”), and in September 2019, the Company entered into a related framework agreement with Amazon Logistics, Inc. (“Logistics”). The Company refers to these agreements, together with any work orders, purchase orders, related agreements, and amendments thereunder or thereto, collectively, as the “EDV Agreement.” Under the EDV Agreement, the Company and Logistics have agreed to collaborate to design, develop, manufacture, and supply EDVs and/or certain component parts and related services for use in Amazon’s last mile delivery operations. The Company recorded $72 million in revenues from Amazon for the three months ended March 31, 2023, within “Revenues” in the Condensed Consolidated Statements of Operations , primarily related to the sale of EDVs in accordance with the EDV Agreement. As of December 31, 2022 and March 31, 2023, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Condensed Consolidated Balance Sheets were $60 million and $76 million, respectively. Operating Expenses The Company obtained prototyping, engineering, and other research and development (“R&D”) services from a wholly-owned subsidiary of Ford Motor Company (“Ford”). 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. The expense for services from Ford that the Company recognized in “Research and development” in the Condensed Consolidated Statement of Operations was not material through that time. Ford is no longer a related party. The Company obtains data services, including hosting, storage, and compute from Amazon. During the three months ended March 31, 2022 and 2023, expenses related to these services were not material. As of December 31, 2022 and March 31, 2023, the unpaid amounts related to these services were not material. In May 2023, the Company amended the agreement for these data services which included unrecognized commitments that require the future purchase of services (“unconditional purchase obligations”). Future payments under this unconditional purchase obligation are as follows (in millions): Future Payments 2023 $ 42 2024 62 2025 65 2026 69 2027 72 2028 22 Total $ 332 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIESThe Company is involved in legal proceedings, primarily related to supplier contract and employment matters. While it is not possible to predict the outcome of these matters with certainty, the Company has developed an initial estimate of the range of reasonable possible outcomes related to unsettled obligations which, together with the estimated liability, is not material as of December 31, 2022 and March 31, 2023. The estimated liability is not reduced by expected recoveries from third parties, and all of the matters for which an estimated liability has been recorded are expected to be resolved during the year ending December 31, 2023. |
STOCKHOLDERS' EQUITY AND NET LO
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity And Earnings Per Share [Abstract] | |
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | STOCKHOLDERS’ EQUITY AND NET LOSS PER SHARE The Company has two classes of common stock: Class A common stock and Class B common stock. Shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. As of December 31, 2022 and March 31, 2023, 918 million and 931 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2022 and March 31, 2023, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2022 and March 31, 2023, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized. Because the rights of the holders of Class A and Class B common stock, including liquidation and dividend rights, are identical except with respect to voting and conversion rights, undistributed earnings are allocated on a proportionate basis. As a result, net loss per share attributable to common stockholders is the same for Class A and Class B common stock, whether on an individual or combined basis. Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including shares underlying the 2029 Green Convertible Notes, stock options, unvested RSUs, shares underlying the Company’s ESPP, stock warrants, and other stock-based awards. Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period, in the case of the 2029 Green Convertible Notes , stock options with a market condition, and other stock-based awards. The 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 Months Ended March 31, 2022 2023 2029 Green Convertible Notes — 75 Stock warrants 12 12 Stock options 65 62 RSUs, ESPP, and other stock-based awards 39 43 Total 116 192 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 March 31, 2022 2023 Numerator Net loss attributable to Rivian $ (1,593) $ (1,349) Net loss attributable to common stockholders, basic and diluted $ (1,593) $ (1,349) Denominator Weighted-average Class A and Class B common shares outstanding - basic 901 930 Effect of dilutive securities — — Weighted-average Class A and Class B common shares outstanding - diluted 901 930 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.77) $ (1.45) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation - Interim Financial Statements | The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (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. Certain amounts in the prior period condensed consolidated financial statements have been aggregated to conform to current period presentation. Results for the periods presented are not necessarily indicative of the results that may be expected for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“Form 10-K”). |
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 | 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 | Restricted cash is recorded in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets |
Derivative Instruments | In the normal course of business, the Company is exposed to global market risks, including the effect of changes in certain commodity prices, interest rates, and foreign currency exchange rates, and may enter into derivative contracts, such as forwards, options, swaps, or other instruments, to manage these risks. Derivative instruments are recorded on the Condensed Consolidated Balance Sheets in either “Other current assets” or “Current portion of lease liabilities and other current liabilities” and are measured at fair value. They are classified within Level 2 of the fair value hierarchy because they are valued using observable inputs other than quoted prices 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 |
Revenues | The Company primarily recognizes revenue from the sale of EVs. The Company’s contract liabilities are primarily related to payments for vehicles collected prior to delivery of the EV, generally satisfied within one quarter or less, and over-the-air (“OTA”) vehicle software updates. |
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, customer deposits, derivative instruments, and debt to the extent the ABL Facility lenders are not able to extend credit. 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, 2022 and March 31, 2023, all of the Company’s cash, cash equivalents, and restricted cash were distributed across several large financial institutions that management believes are of high credit quality. These amounts are typically in excess of insured limits. In addition, the counterparties to the Company’s derivative instruments are financial institutions that management believes are of high credit quality. Supply Risk |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 March 31, 2023 Cash $ 2,604 $ 1,918 Money market funds 7,147 7,791 Commercial papers 845 663 United States Treasury securities 822 747 Certificates of deposits 150 125 Total cash and cash equivalents $ 11,568 $ 11,244 |
Schedule of Product Warranty Liability | The following table summarizes the Company’s warranty reserve recorded within the corresponding line items on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 March 31, 2023 Current portion of lease liabilities and other current liabilities $ 30 $ 38 Other non-current liabilities 70 99 Total warranty reserve $ 100 $ 137 |
INVENTORY AND INVENTORY VALUA_2
INVENTORY AND INVENTORY VALUATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table summarizes the components of “Inventory” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 March 31, 2023 Raw materials and work in progress $ 949 $ 1,267 Finished goods 399 556 Total inventory $ 1,348 $ 1,823 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the components of “Property, plant, and equipment, net” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 March 31, 2023 Land, buildings, and building improvements $ 636 $ 651 Leasehold improvements 297 321 Machinery, equipment, vehicles, and office furniture 2,456 2,553 Computer equipment, hardware, and software 409 440 Construction in progress 843 928 Total property, plant, and equipment 4,641 4,893 Accumulated depreciation and amortization (883) (1,067) Total property, plant, and equipment, net $ 3,758 $ 3,826 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the Company’s outstanding debt (in millions): December 31, 2022 March 31, 2023 Maturity Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 11.3 % $ 1,250 10.6 % 2029 Green Convertible Notes 2029 — — 1,500 4.9 % Total long term debt 1,250 2,750 Less unamortized discount and debt issuance costs (19) (34) Long-term debt, less unamortized discount and debt issuance costs 1,231 2,716 Less: Current portion — — Total long-term debt, less current portion $ 1,231 $ 2,716 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The carrying value of “Accrued liabilities” on the Condensed Consolidated Balance Sheets included the following components (in millions): December 31, 2022 March 31, 2023 Inventory $ 367 $ 280 Capital expenditures 265 247 Payroll and related costs 259 171 Other products and services 169 176 Other 94 122 Total accrued liabilities $ 1,154 $ 996 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Activity | The following table summarizes the Company’s stock option and restricted stock unit activity during the three months ended March 31, 2023: Stock Options RSUs Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in millions) Number of Shares Weighted-Average Grant-Date Fair Value Outstanding at December 31, 2022 61 $ 12.98 37 $ 38.72 Granted 1 13.02 13 16.71 Exercised / Vested (1) 4.24 (12) 23.60 Forfeited / Cancelled — — (1) 40.26 Outstanding at March 31, 2023 61 $ 13.09 6.6 $ 356 37 $ 35.68 Vested and expected to vest at March 31, 2023 61 $ 13.09 6.6 $ 356 37 $ 35.68 Exercisable at March 31, 2023 30 $ 5.06 5.5 $ 322 — $ — |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes the Company’s stock-based compensation expense for the Stock Plans and 2021 Employee Stock Purchase Plan (“ESPP”) by line item in the Condensed Consolidated Statements of Operations (in millions): Three Months Ended March 31, 2022 2023 Cost of revenues $ 10 $ 18 Research and development 138 84 Selling, general, and administrative 169 81 Total stock-based compensation expense $ 317 $ 183 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Unrecorded Unconditional Purchase Obligations Disclosure | Future payments under this unconditional purchase obligation are as follows (in millions): Future Payments 2023 $ 42 2024 62 2025 65 2026 69 2027 72 2028 22 Total $ 332 |
STOCKHOLDERS' EQUITY AND NET _2
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Months Ended March 31, 2022 2023 2029 Green Convertible Notes — 75 Stock warrants 12 12 Stock options 65 62 RSUs, ESPP, and other stock-based awards 39 43 Total 116 192 |
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 March 31, 2022 2023 Numerator Net loss attributable to Rivian $ (1,593) $ (1,349) Net loss attributable to common stockholders, basic and diluted $ (1,593) $ (1,349) Denominator Weighted-average Class A and Class B common shares outstanding - basic 901 930 Effect of dilutive securities — — Weighted-average Class A and Class B common shares outstanding - diluted 901 930 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.77) $ (1.45) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash and Cash Equivalents (Details) - Fair Value, Recurring - Fair Value, Inputs, Level 1 - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 11,244 | $ 11,568 |
Cash | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 1,918 | 2,604 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 7,791 | 7,147 |
Commercial papers | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 663 | 845 |
United States Treasury securities | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 747 | 822 |
Certificates of deposits | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 125 | $ 150 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 536 | $ 531 |
Contract with customer, liability | 116 | |
Contract with customer, liability, current | 58 | |
Contract with customer, liability, noncurrent | $ 58 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Product Warranty Liability (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Current portion of lease liabilities and other current liabilities | $ 38 | $ 30 |
Other non-current liabilities | 99 | 70 |
Total warranty reserve | $ 137 | $ 100 |
INVENTORY AND INVENTORY VALUA_3
INVENTORY AND INVENTORY VALUATION - Schedule of Inventory (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and work in progress | $ 1,267 | $ 949 |
Finished goods | 556 | 399 |
Total inventory | $ 1,823 | $ 1,348 |
INVENTORY AND INVENTORY VALUA_4
INVENTORY AND INVENTORY VALUATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |||
Inventory write-down | $ 561 | $ 582 | |
Accrued inventory, firm purchase commitments, current | 261 | $ 338 | |
Charge to reflect the LCNRV of inventory and losses on firm purchase commitments | $ 229 | $ 188 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 4,893 | $ 4,641 |
Accumulated depreciation and amortization | (1,067) | (883) |
Total property, plant, and equipment, net | 3,826 | 3,758 |
Land, buildings, and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 651 | 636 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 321 | 297 |
Machinery, equipment, vehicles, and office furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 2,553 | 2,456 |
Computer equipment, hardware, and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 440 | 409 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 928 | $ 843 |
PROPERTY, PLANT, AND EQUIPMEN_4
PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 184 | $ 118 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total long term debt | $ 2,750,000,000 | $ 1,250,000,000 |
Less unamortized discount and debt issuance costs | (34,000,000) | (19,000,000) |
Long-term debt, less unamortized discount and debt issuance costs | 2,716,000,000 | 1,231,000,000 |
Less: Current portion | 0 | 0 |
Non-current portion of long-term debt (Note 5) | 2,716,000,000 | 1,231,000,000 |
Notes 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long term debt | $ 1,250,000,000 | $ 1,250,000,000 |
Effective interest rate (as a percent) | 10.60% | 11.30% |
Convertible Green Notes Due 2029 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total long term debt | $ 1,500,000,000 | $ 0 |
Effective interest rate (as a percent) | 4.90% | 0% |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 1 Months Ended | ||||
Mar. 31, 2023 USD ($) $ / shares | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | May 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||||
Long-term debt | $ 2,716,000,000 | $ 1,231,000,000 | |||
ABL Facility | Revolving Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 750,000,000 | ||||
Long-term debt | 0 | ||||
Remaining borrowing capacity | 367,000,000 | ||||
ABL Facility | Revolving Credit Facility | Line of Credit | Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 1,500,000,000 | ||||
Remaining borrowing capacity | $ 753,000,000 | ||||
Maturity extension threshold period | 91 days | ||||
Maturity extension threshold | $ 200,000,000 | ||||
Credit spread adjustment (as a percent) | 0.10% | ||||
ABL Facility | Revolving Credit Facility | Line of Credit | Subsequent Event | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee (as a percent) | 0.25% | ||||
ABL Facility | Revolving Credit Facility | Line of Credit | Subsequent Event | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee (as a percent) | 0.20% | ||||
ABL Facility | Letter of Credit | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Letters of credit outstanding, amount | $ 383,000,000 | ||||
Letter of credit, sub-limit amount | $ 500,000,000 | ||||
ABL Facility | Letter of Credit | Line of Credit | Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Letter of credit, sub-limit amount | $ 1,000,000,000 | ||||
Notes 2026 | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Principal amount | $ 1,250,000,000 | ||||
Stated interest rate (as a percent) | 10.10% | ||||
Notes 2026 | Senior Notes | Fair Value, Inputs, Level 2 | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, fair value disclosure | $ 1,233,000,000 | $ 1,216,000,000 | |||
Convertible Green Notes Due 2029 | Convertible Debt | |||||
Line of Credit Facility [Line Items] | |||||
Principal amount | $ 1,500,000,000 | ||||
Stated interest rate (as a percent) | 4.625% | ||||
Issue discount | $ 15,000,000 | ||||
Conversion ratio | 0.0496771 | ||||
Conversion price (in USD per share) | $ / shares | $ 20.13 | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||||
Convertible Green Notes Due 2029 | Convertible Debt | Fair Value, Inputs, Level 2 | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, fair value disclosure | $ 1,575,000,000 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Inventory | $ 280 | $ 367 |
Capital expenditures | 247 | 265 |
Payroll and related costs | 171 | 259 |
Other products and services | 176 | 169 |
Other | 122 | 94 |
Total accrued liabilities | $ 996 | $ 1,154 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | 0% | 0% |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 1,347 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense period for recognition (in years) | 5 years 9 months 18 days |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense period for recognition (in years) | 2 years 2 months 12 days |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Shares (in millions) | ||
Outstanding at beginning of period (in shares) | 61 | |
Granted (in shares) | 1 | |
Exercised (in shares) | (1) | |
Forfeited / cancelled (in shares) | 0 | |
Outstanding at end of period (in shares) | 61 | |
Vested and expected to vest (in shares) | 61 | |
Exercisable (in shares) | 30 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in USD per share) | $ 13.09 | $ 12.98 |
Granted (in USD per share) | 13.02 | |
Exercised (in USD per share) | 4.24 | |
Forfeited / cancelled (in USD per share) | 0 | |
Outstanding at end of period (in USD per share) | 13.09 | |
Vested and expected to vest (in USD per share) | 13.09 | |
Exercisable (in USD per share) | $ 5.06 | |
Weighted-Average Remaining Contractual Life (in years) | ||
Outstanding (in years) | 6 years 7 months 6 days | |
Vested and expected to vest (in years) | 6 years 7 months 6 days | |
Exercisable (in years) | 5 years 6 months | |
Aggregate Intrinsic Value (in millions) | ||
Outstanding | $ 356 | |
Vested and expected to vest | 356 | |
Exercisable | $ 322 | |
Restricted Stock Units (RSUs) | ||
Number of Shares (in millions) | ||
Outstanding at beginning of period (in shares) | 37 | |
Granted (in shares) | 13 | |
Exercised (in shares) | (12) | |
Forfeited / cancelled (in shares) | (1) | |
Outstanding at end of period (in shares) | 37 | |
Vested and expected to vest (in shares) | 37 | |
Weighted-Average Grant-Date Fair Value | ||
Outstanding at beginning of period (in USD per share) | $ 38.72 | |
Outstanding at end of period (in shares) | 35.68 | |
Granted (in USD per share) | 16.71 | |
Exercised (in USD per share) | 23.60 | |
Forfeited / cancelled (in USD per share) | 40.26 | |
Vested and expected to vest (in USD per share) | $ 35.68 |
STOCK-BASED COMPENSATION - Sh_2
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 183 | $ 317 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 18 | 10 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 84 | 138 |
Selling, general, and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 81 | $ 169 |
RELATED PARTY TRANSACTIONS - Na
RELATED PARTY TRANSACTIONS - Narrative (Details) - Principal Owner - Amazon - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 72 | |
Due from related parties | $ 76 | $ 60 |
RELATED PARTY TRANSACTIONS - Un
RELATED PARTY TRANSACTIONS - Unrecorded Unconditional Purchase Obligations Disclosure (Details) - Subsequent Event - Amazon - Principal Owner $ in Millions | May 09, 2023 USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
2023 | $ 42 |
2024 | 62 |
2025 | 65 |
2026 | 69 |
2027 | 72 |
2028 | 22 |
Total | $ 332 |
STOCKHOLDERS' EQUITY AND NET _3
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Narrative (Details) - shares | Mar. 31, 2023 | Dec. 31, 2022 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares outstanding (in shares) | 939,000,000 | 926,000,000 |
Common stock, shares issued (in shares) | 939,000,000 | 926,000,000 |
Common stock, shares authorized (in shares) | 3,508,000,000 | 3,508,000,000 |
Common Class A | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares outstanding (in shares) | 931,000,000 | 918,000,000 |
Common stock, shares issued (in shares) | 931,000,000 | 918,000,000 |
Common stock, shares authorized (in shares) | 3,500,000,000 | 3,500,000,000 |
Common Class B | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Common stock, shares outstanding (in shares) | 8,000,000 | 8,000,000 |
Common stock, shares issued (in shares) | 8,000,000 | 8,000,000 |
Common stock, shares authorized (in shares) | 8,000,000 | 8,000,000 |
STOCKHOLDERS' EQUITY AND NET _4
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 192,000,000 | 116,000,000 |
2029 Green Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 75,000,000 | 0 |
Stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 12,000,000 | 12,000,000 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 62,000,000 | 65,000,000 |
RSUs, ESPP, and other stock-based awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 43,000,000 | 39,000,000 |
STOCKHOLDERS' EQUITY AND NET _5
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net loss attributable to Rivian | $ (1,349) | $ (1,593) |
Net loss attributable to common stockholders, basic | (1,349) | (1,593) |
Net loss attributable to common stockholders, diluted | $ (1,349) | $ (1,593) |
Denominator | ||
Weighted-average Class A and Class B common shares outstanding - basic (in shares) | 930,000,000 | 901,000,000 |
Effect of dilutive securities (in shares) | 0 | 0 |
Weighted-average Class A and Class B common shares outstanding - diluted (in shares) | 930,000,000 | 901,000,000 |
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share) | $ (1.45) | $ (1.77) |
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share) | $ (1.45) | $ (1.77) |