Rivian Automotive (RIVN) 10-Q 8 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Jul. 25, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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	Q2
Amendment Flag	false
Entity Registrant Name	Rivian Automotive, Inc. / DE
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		940,311,391
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	Jun. 30, 2023	Dec. 31, 2022
Assets, Current [Abstract]
Cash and cash equivalents (Note 2)	$ 9,260	$ 11,568
Short-term investments (Note 12)	942	0
Accounts receivable, net	342	102
Inventory (Note 3)	2,161	1,348
Other current assets	156	112
Total current assets	12,861	13,130
Property, plant, and equipment, net (Note 4)	3,861	3,758
Operating lease assets, net	325	330
Other non-current assets	180	658
Total assets	17,227	17,876
Current liabilities:
Accounts payable	1,007	1,000
Accrued liabilities (Note 6)	943	1,154
Current portion of lease liabilities and other current liabilities	324	270
Total current liabilities	2,274	2,424
Non-current portion of long-term debt (Note 5)	2,718	1,231
Non-current lease liabilities	305	311
Other non-current liabilities	216	111
Total liabilities	5,513	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 June 30, 2023	0	0
Common stock, $0.001 par value; 3,508 and 3,508 shares authorized and 926 and 946 shares issued and outstanding as of December 31, 2022 and June 30, 2023, respectively (Note 11)	1	1
Additional paid-in capital	27,383	26,926
Accumulated deficit	(15,670)	(13,126)
Accumulated other comprehensive loss	0	(2)
Total stockholders' equity	11,714	13,799
Total liabilities and stockholders' equity	$ 17,227	$ 17,876

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 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)	946,000,000	926,000,000
Common stock, shares outstanding (in shares)	946,000,000	926,000,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues (Note 2)	$ 1,121	$ 364	$ 1,782	$ 459
Cost of revenues	1,533	1,068	2,729	1,665
Gross profit	(412)	(704)	(947)	(1,206)
Operating expenses
Research and development	444	543	940	1,090
Selling, general, and administrative	429	461	831	991
Total operating expenses	873	1,004	1,771	2,081
Loss from operations	(1,285)	(1,708)	(2,718)	(3,287)
Interest income	141	22	265	25
Interest expense (Note 5)	(54)	(24)	(92)	(46)
Other income, net	3	1	2	6
Loss before income taxes	(1,195)	(1,709)	(2,543)	(3,302)
Provision for income taxes	0	(3)	(1)	(3)
Net loss	(1,195)	(1,712)	(2,544)	(3,305)
Net loss attributable to common stockholders, basic	(1,195)	(1,712)	(2,544)	(3,305)
Net loss attributable to common stockholders, diluted	$ (1,195)	$ (1,712)	$ (2,544)	$ (3,305)
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share)	$ (1.27)	$ (1.89)	$ (2.72)	$ (3.66)
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share)	$ (1.27)	$ (1.89)	$ (2.72)	$ (3.66)
Weighted-average common shares outstanding, basic (in shares)	942	908	937	904
Weighted-average common shares outstanding, diluted (in shares)	942	908	937	904

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,195)	$ (1,712)	$ (2,544)	$ (3,305)
Other comprehensive (loss) / income	1	(1)	2	(1)
Comprehensive loss	$ (1,194)	$ (1,713)	$ (2,542)	$ (3,306)

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
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, 2021		900
Beginning balance at Dec. 31, 2021	19,514	$ 1	25,887	(6,374)	0
Stockholders' Equity
Other comprehensive (loss) / income	(1)
Net loss	(3,305)
Ending balance (in shares) at Jun. 30, 2022		916
Ending balance at Jun. 30, 2022	16,868	$ 1	26,547	(9,679)	(1)
Beginning balance (in shares) at Mar. 31, 2022		901
Beginning balance at Mar. 31, 2022	18,260	$ 1	26,226	(7,967)	0
Stockholders' Equity
Capital stock issuance (in shares)		15
Capital stock issuance	57		57
Stock-based compensation	264		264
Other comprehensive (loss) / income	(1)				(1)
Net loss	(1,712)			(1,712)
Ending balance (in shares) at Jun. 30, 2022		916
Ending balance at Jun. 30, 2022	$ 16,868	$ 1	26,547	(9,679)	(1)
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 (loss) / income	1				1
Net loss	(1,349)			(1,349)
Ending balance (in shares) at Mar. 31, 2023		939
Ending balance at Mar. 31, 2023	$ 12,742	$ 1	27,217	(14,475)	(1)
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
Other comprehensive (loss) / income	2
Net loss	$ (2,544)
Ending balance (in shares) at Jun. 30, 2023	946	946
Ending balance at Jun. 30, 2023	$ 11,714	$ 1	27,383	(15,670)	0
Beginning balance (in shares) at Mar. 31, 2023		939
Beginning balance at Mar. 31, 2023	12,742	$ 1	27,217	(14,475)	(1)
Stockholders' Equity
Capital stock issuance (in shares)		7
Capital stock issuance	34		34
Stock-based compensation	132		132
Other comprehensive (loss) / income	1				1
Net loss	$ (1,195)			(1,195)
Ending balance (in shares) at Jun. 30, 2023	946	946
Ending balance at Jun. 30, 2023	$ 11,714	$ 1	$ 27,383	$ (15,670)	$ 0

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (2,544)	$ (3,305)
Depreciation and amortization	411	279
Stock-based compensation expense	364	559
Inventory write-downs and losses on firm purchase commitments	220	301
Other non-cash activities	7	63
Changes in operating assets and liabilities:
Accounts receivable, net	(239)	(37)
Inventory	(1,190)	(620)
Other current assets	(44)	18
Other non-current assets	(38)	(19)
Accounts payable and accrued liabilities	16	421
Other current liabilities	53	70
Other non-current liabilities	102	32
Net cash used in operating activities	(2,882)	(2,238)
Cash flows from investing activities:
Purchase of short-term investments	(938)	0
Capital expenditures	(538)	(777)
Net cash used in investing activities	(1,476)	(777)
Cash flows from financing activities:
Proceeds from issuance of capital stock including employee stock purchase plan	37	58
Proceeds from issuance of convertible notes	1,485	0
Other financing activities	(5)	(2)
Net cash provided by financing activities	1,517	56
Effect of exchange rate changes on cash and cash equivalents	2	(1)
Net change in cash	(2,839)	(2,960)
Cash, cash equivalents, and restricted cash—Beginning of period	12,099	18,423
Cash, cash equivalents, and restricted cash—End of period	9,260	15,463
Supplemental disclosure of non-cash investing and financing activities:
Capital expenditures included in liabilities	338	358
Capital stock issued to settle bonuses	137	0
Right-of-use assets obtained in exchange for operating lease liabilities	$ 27	$ 84

NATURE OF OPERATIONS AND PRESEN

NATURE OF OPERATIONS AND PRESENTATION	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND PRESENTATION	NATURE OF OPERATIONS AND PRESENTATION 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 is 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 (“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”). Certain amounts in the prior period condensed consolidated financial statements have been aggregated to conform to current period presentation.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 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 has determined 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 and Short-Term Investments Cash and cash equivalents include cash on hand, cash in banks, and short-term, highly liquid investments with maturities of three months or less. Short-term investments with maturities over three and up to twelve months are recorded in “Short-term investments” on the Condensed Consolidated Balance Sheets . “Cash and cash equivalents” were $11,568 million and $9,260 million as of December 31, 2022 and June 30, 2023, respectively, on the Condensed Consolidated Bala nce Sheets , and “Short-term investments” were $0 million and $942 million, respectively. “Cash and cash equivalents” and “Short-term investments” were $11,568 million and $10,202 million as of December 31, 2022 and June 30, 2023, respectively. Refer to Note 12 “ Fair Value Measurements ” for more information about cash equivalents and short-term investments. Restricted Cash Restricted cash is recorded in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheets and was $531 million and $0 as of December 31, 2022 and June 30, 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 for identical assets or liabilities 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 were not material as of December 31, 2022 and June 30, 2023. 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 and three and six months ended June 30, 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 collected prior to delivery of the EV, generally satisfied within one quarter or less, and over-the-air (“OTA”) vehicle software updates, generally satisfied over the estimated useful life of the EV. The Company’s contract liabilities were not material as of December 31, 2022. As of June 30, 2023 the Company’s contract liabilities were $156 million, with $78 million recorded in “Current portion of lease liabilities and other current liabilities” and $78 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 by line item on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 June 30, 2023 Current portion of lease liabilities and other current liabilities $ 30 $ 46 Other non-current liabilities 70 136 Total warranty reserve $ 100 $ 182 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, short-term investments, customer deposits, derivative instruments, and debt. The Company is exposed to credit risk on cash to the extent that a balance with a financial institution exceeds the Federal Deposit Insurance Company insurance limits. The Company is exposed to credit risk on cash equivalents and short-term investments to the extent that counterparties are unable to settle maturities or sales of investments and on customer deposits to the extent that counterparties are unable to complete the corresponding purchase transaction. The Company is exposed to credit risk on derivative instruments to the extent that counterparties are unable to settle derivative asset positions and on debt to the extent that the ABL Facility lenders are not able to extend credit. The degree of counterparty credit risk varies based on many factors, including the duration of the transaction and the contractual terms of the agreement. As of December 31, 2022 and June 30, 2023, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality. Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, and customer deposits. As of December 31, 2022 and June 30, 2023, the counterparties to the Company’s derivative instruments and the ABL Facility lenders are financial institutions that the Company believes are of high credit quality. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of input materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary input materials or product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material impact on the Company’s business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of input materials or product components and supply interruptions or shortages could materially impact the Company’s business.

INVENTORY AND INVENTORY VALUATI

INVENTORY AND INVENTORY VALUATION	6 Months Ended
	Jun. 30, 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 June 30, 2023 Raw materials and work in progress $ 949 $ 1,465 Finished goods 399 696 Total inventory $ 1,348 $ 2,161 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 balance of the Company’s inventory was written down by $582 million and $379 million from its cost to its net realizable value as of December 31, 2022 and June 30, 2023, respectively. Additionally, the Company has LCNRV losses related to firm purchase commitments which were $338 million and $179 million as of December 31, 2022 and June 30, 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 $301 million and $220 million charge to reflect the LCNRV of inventory and losses on firm purchase commitments as of June 30, 2022 and June 30, 2023, respectively, in “Cost of revenues” in the Company’s Condensed Consolidated Statements of Operations .

PROPERTY, PLANT, AND EQUIPMENT,

PROPERTY, PLANT, AND EQUIPMENT, NET	6 Months Ended
	Jun. 30, 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 June 30, 2023 Land, buildings, and building improvements $ 636 $ 787 Leasehold improvements 297 356 Machinery, equipment, vehicles, and office furniture 2,456 2,723 Computer equipment, hardware, and software 409 464 Construction in progress 843 817 Total property, plant, and equipment 4,641 5,147 Accumulated depreciation and amortization (883) (1,286) Total property, plant, and equipment, net $ 3,758 $ 3,861 Depreciation and amortization expense was $161 million and $219 million for the three months ended June 30, 2022 and 2023, respectively, and $279 million and $403 million for the six months ended June 30, 2022 and 2023, respectively.

DEBT

DEBT	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
DEBT	DEBT The following table summarizes the Company’s outstanding debt: December 31, 2022 June 30, 2023 Maturity Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 11.3 % $ 1,250 11.5 % 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) (32) Long-term debt, less unamortized discount and debt issuance costs 1,231 2,718 Less current portion — — Total long-term debt, less current portion $ 1,231 $ 2,718 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. In April 2023, the Company amended and restated the credit agreement governing the ABL Facility. The revolving commitment doubled to $1,500 million, the letter of credit sub-limit increased from $500 million to $1,000 million, the eligibility of assets in the borrowing base expanded, all of the restricted cash associated with the ABL Facility was released, the interest rate benchmark was modified to the Secured Overnight Financing Rate plus 0.10% credit spread adjustment, the commitment fee was adjusted to between 0.20% and 0.25%, and the maturity was extended to April 19, 2028 (unless due earlier pending the maturity of certain debt exceeding $200 million). As of June 30, 2023, the Company had no borrowings under the ABL Facility and $385 million of letters of credit outstanding, resulting in availability under the ABL Facility of $1,115 million after giving effect to the borrowing base and the outstanding letters of credit. As of June 30, 2023, 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 certain new and existing investors of the Company. As of June 30, 2023, the interest rate payable on the 2026 Notes was 11.0%, and the Company was in compliance with all covenants required by the 2026 Notes. The 2026 Notes are classified within Level 2 of the fair value hierarchy because they are valued using quoted prices for identical assets in markets that are not active. As of December 31, 2022 and June 30, 2023, the fair value of the 2026 Notes was $1,216 million and $1,222 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 proceeds 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, as described in the Indenture. 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 for identical assets in markets that are not active. As of June 30, 2023, the fair value of the 2029 Green Convertible Notes was $1,651 million.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
ACCRUED LIABILITIES	ACCRUED LIABILITIES The following table summarizes the components of “Accrued liabilities” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 June 30, 2023 Inventory $ 367 $ 221 Capital expenditures 265 234 Payroll and related costs 259 220 Other products and services 169 153 Other 94 115 Total accrued liabilities $ 1,154 $ 943

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 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	6 Months Ended
	Jun. 30, 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 restricted stock units (“RSUs”), stock options, 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 six months ended June 30, 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 12.92 52 13.90 Exercised / Vested (1) 4.28 (16) 26.26 Forfeited / Cancelled — — (5) 36.65 Outstanding at June 30, 2023 61 $ 13.18 6.4 $ 387 68 $ 22.58 Vested and expected to vest at June 30, 2023 61 $ 13.18 6.4 $ 387 68 $ 22.58 Exercisable at June 30 2023 30 $ 5.13 5.3 $ 354 — $ — 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 June 30, Six Months Ended June 30, 2022 2023 2022 2023 Cost of revenues $ 13 $ 23 $ 23 $ 41 Research and development 115 72 253 156 Selling, general, and administrative 114 86 283 167 Total stock-based compensation expense $ 242 $ 181 $ 559 $ 364 As of June 30, 2023, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $1,502 million, which is expected to be recognized over a weighted-average period of 5.6 years and 2.0 years for stock options and RSUs outstanding, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Revenues The Company recorded $242 million and $314 million in revenues from Amazon.com, Inc. and its affiliates (“Amazon”) for the three and six months ended June 30, 2023, respectively, within “Revenues” in the Condensed Consolidated Statements of Operations , primarily related to the sale of Electric Delivery Vans (“EDVs”). As of December 31, 2022 and June 30, 2023, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Condensed Consolidated Balance Sheets were $60 million and $219 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”), a related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests until May 2022. The related expense was recognized in “Research and development” in the Condensed Consolidated Statement of Operations during 2022, until Ford was no longer a related party, and was not material. The Company obtains data services, including hosting, storage, and compute from Amazon. During the three and six months ended June 30, 2022 and 2023, expenses related to these services were not material. As of December 31, 2022 and June 30, 2023, the unpaid amounts related to these services were not material.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Legal Proceedings and Loss Contingencies The Company is involved in legal proceedings and evaluates other loss contingencies, primarily related to supplier contract and employment matters, which may result in obligations of the Company. While it is not possible to predict the outcome of these matters with certainty, the Company has estimated a reasonable range of its aggregate unsettled obligation based on possible outcomes. The liability recorded to reflect the Company’s estimated obligation is within this range, and both the range and the estimated liability are not material as of December 31, 2022 and June 30, 2023. The estimated liability is not reduced by expected recoveries from third parties, and the majority of the matters reflected in the estimated liability are expected to be resolved within the next 12 months. Unconditional Purchase Obligations In May 2023, the Company amended the data services agreement with Amazon which included unrecognized commitments that require the future purchase of services (an “unconditional purchase obligation”). 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 LO

STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 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 June 30, 2023, 918 million and 938 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2022 and June 30, 2023, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2022 and June 30, 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, other stock-based awards, 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 the 2029 Green Convertible Notes , stock options with a market condition, and other stock-based awards. The following table presents the number of potential shares of common stock outstanding as of the end of each period that were excluded from the computation of diluted net loss per share for each period (in millions): Three and Six Months Ended 2022 2023 2029 Green Convertible Notes — 75 Stock warrants 12 12 Stock options 63 61 RSUs, ESPP, and other stock-based awards 41 74 Total 116 222 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, 2022 2023 2022 2023 Numerator Net loss attributable to Rivian $ (1,712) $ (1,195) $ (3,305) $ (2,544) Net loss attributable to common stockholders, basic and diluted $ (1,712) $ (1,195) $ (3,305) $ (2,544) Denominator Weighted-average Class A and Class B common shares outstanding - basic 908 942 904 937 Effect of dilutive securities — — — — Weighted-average Class A and Class B common shares outstanding - diluted 908 942 904 937 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.89) $ (1.27) $ (3.66) $ (2.72)

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	FAIR VALUE MEASUREMENTS The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy: December 31, 2022 June 30, 2023 Level Amount Level Amount Cash and cash equivalents: Cash $ 2,604 $ 1,250 Money market funds 1 7,147 1 7,096 Commercial paper 1 845 2 367 United States Treasury securities 1 822 1 547 Certificates of deposit 1 150 2 — Total $ 11,568 $ 9,260 Short-term investments: United States Treasury securities $ — 1 $ 542 Time deposits — 2 400 Total $ — $ 942 Total cash and cash equivalents and short-term investments $ 11,568 $ 10,202 As of December 31, 2022 and June 30, 2023, the fair value of cash equivalents and short-term investments approximated their cost. Fair value measurements classified within Level 2 of the fair value hierarchy are determined using observable inputs other than quoted prices for identical assets in active markets. Refer to Note 2 “ Summary of Significant Accounting Policies ” and Note 5 "Debt" for more information about the fair value of the Company’s derivative instruments and debt, respectively.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net loss attributable to Rivian	$ (1,195)	$ (1,349)	$ (1,712)	$ (1,593)	$ (2,544)	$ (3,305)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended	6 Months Ended
	Jun. 30, 2023 shares	Jun. 30, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Claire McDonough [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On June 14, 2023, Claire McDonough, the Company’s Chief Financial Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, for the sale of up to 279,936 shares of the Company’s Class A common stock. Ms. McDonough’s Rule 10b5-1 trading arrangement is scheduled to expire no later than August 20, 2024.
Name	Claire McDonough
Title	Chief Financial Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	June 14, 2023
Aggregate Available	279,936	279,936

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 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 (“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”). Certain amounts in the prior period condensed consolidated financial statements have been aggregated to conform to current period presentation.
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 has determined 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, and short-term, highly liquid investments with maturities of three months or less.
Short-Term Investments	Short-term investments with maturities over three and up to twelve months are recorded in “Short-term investments” on the Condensed Consolidated Balance Sheets .
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 for identical assets or liabilities 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. The Company’s contract liabilities are primarily related to payments collected prior to delivery of the EV, generally satisfied within one quarter or less, and over-the-air (“OTA”) vehicle software updates, generally satisfied over the estimated useful life of the EV.
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, short-term investments, customer deposits, derivative instruments, and debt. The Company is exposed to credit risk on cash to the extent that a balance with a financial institution exceeds the Federal Deposit Insurance Company insurance limits. The Company is exposed to credit risk on cash equivalents and short-term investments to the extent that counterparties are unable to settle maturities or sales of investments and on customer deposits to the extent that counterparties are unable to complete the corresponding purchase transaction. The Company is exposed to credit risk on derivative instruments to the extent that counterparties are unable to settle derivative asset positions and on debt to the extent that the ABL Facility lenders are not able to extend credit. The degree of counterparty credit risk varies based on many factors, including the duration of the transaction and the contractual terms of the agreement. As of December 31, 2022 and June 30, 2023, all of the Company’s cash, typically in amounts exceeding insured limits, was distributed across several large financial institutions that the Company believes are of high credit quality. Management evaluates and approves credit standards and oversees the credit risk management function related to cash equivalents, short-term investments, and customer deposits. As of December 31, 2022 and June 30, 2023, the counterparties to the Company’s derivative instruments and the ABL Facility lenders are financial institutions that the Company believes are of high credit quality. Supply Risk The Company is subject to risks related to its dependence on its suppliers, the majority of which are single source providers of input materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary input materials or product components, including semiconductors, at timing, prices, quality, and volumes that are acceptable to the Company could have a material impact on the Company’s business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of input materials or product components and supply interruptions or shortages could materially impact the Company’s business.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Product Warranty Liability	The following table summarizes the Company’s warranty reserve recorded by line item on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 June 30, 2023 Current portion of lease liabilities and other current liabilities $ 30 $ 46 Other non-current liabilities 70 136 Total warranty reserve $ 100 $ 182

INVENTORY AND INVENTORY VALUA_2

INVENTORY AND INVENTORY VALUATION (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2023 Raw materials and work in progress $ 949 $ 1,465 Finished goods 399 696 Total inventory $ 1,348 $ 2,161

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2023 Land, buildings, and building improvements $ 636 $ 787 Leasehold improvements 297 356 Machinery, equipment, vehicles, and office furniture 2,456 2,723 Computer equipment, hardware, and software 409 464 Construction in progress 843 817 Total property, plant, and equipment 4,641 5,147 Accumulated depreciation and amortization (883) (1,286) Total property, plant, and equipment, net $ 3,758 $ 3,861

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt Instruments	The following table summarizes the Company’s outstanding debt: December 31, 2022 June 30, 2023 Maturity Amount Effective Interest Rate Amount Effective Interest Rate 2026 Notes 2026 $ 1,250 11.3 % $ 1,250 11.5 % 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) (32) Long-term debt, less unamortized discount and debt issuance costs 1,231 2,718 Less current portion — — Total long-term debt, less current portion $ 1,231 $ 2,718

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities	The following table summarizes the components of “Accrued liabilities” on the Condensed Consolidated Balance Sheets (in millions): December 31, 2022 June 30, 2023 Inventory $ 367 $ 221 Capital expenditures 265 234 Payroll and related costs 259 220 Other products and services 169 153 Other 94 115 Total accrued liabilities $ 1,154 $ 943

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 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 six months ended June 30, 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 12.92 52 13.90 Exercised / Vested (1) 4.28 (16) 26.26 Forfeited / Cancelled — — (5) 36.65 Outstanding at June 30, 2023 61 $ 13.18 6.4 $ 387 68 $ 22.58 Vested and expected to vest at June 30, 2023 61 $ 13.18 6.4 $ 387 68 $ 22.58 Exercisable at June 30 2023 30 $ 5.13 5.3 $ 354 — $ —
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 June 30, Six Months Ended June 30, 2022 2023 2022 2023 Cost of revenues $ 13 $ 23 $ 23 $ 41 Research and development 115 72 253 156 Selling, general, and administrative 114 86 283 167 Total stock-based compensation expense $ 242 $ 181 $ 559 $ 364

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [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)	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity And Earnings Per Share [Abstract]
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table presents the number of potential shares of common stock outstanding as of the end of each period that were excluded from the computation of diluted net loss per share for each period (in millions): Three and Six Months Ended 2022 2023 2029 Green Convertible Notes — 75 Stock warrants 12 12 Stock options 63 61 RSUs, ESPP, and other stock-based awards 41 74 Total 116 222
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, 2022 2023 2022 2023 Numerator Net loss attributable to Rivian $ (1,712) $ (1,195) $ (3,305) $ (2,544) Net loss attributable to common stockholders, basic and diluted $ (1,712) $ (1,195) $ (3,305) $ (2,544) Denominator Weighted-average Class A and Class B common shares outstanding - basic 908 942 904 937 Effect of dilutive securities — — — — Weighted-average Class A and Class B common shares outstanding - diluted 908 942 904 937 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ (1.89) $ (1.27) $ (3.66) $ (2.72)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring and Nonrecurring Basis	The following table presents the fair value of the Company’s cash and cash equivalents and short-term investments and their corresponding level within the fair value hierarchy: December 31, 2022 June 30, 2023 Level Amount Level Amount Cash and cash equivalents: Cash $ 2,604 $ 1,250 Money market funds 1 7,147 1 7,096 Commercial paper 1 845 2 367 United States Treasury securities 1 822 1 547 Certificates of deposit 1 150 2 — Total $ 11,568 $ 9,260 Short-term investments: United States Treasury securities $ — 1 $ 542 Time deposits — 2 400 Total $ — $ 942 Total cash and cash equivalents and short-term investments $ 11,568 $ 10,202

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 9,260	$ 11,568
Short-term investments	942	0
Cash and cash equivalents and short-term investments	10,202	11,568
Restricted cash	0	$ 531
Contract with customer, liability	156
Contract with customer, liability, current	78
Contract with customer, liability, noncurrent	$ 78

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Product Warranty Liability (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Current portion of lease liabilities and other current liabilities	$ 46	$ 30
Other non-current liabilities	136	70
Total warranty reserve	$ 182	$ 100

INVENTORY AND INVENTORY VALUA_3

INVENTORY AND INVENTORY VALUATION - Schedule of Inventory (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials and work in progress	$ 1,465	$ 949
Finished goods	696	399
Total inventory	$ 2,161	$ 1,348

INVENTORY AND INVENTORY VALUA_4

INVENTORY AND INVENTORY VALUATION - Narrative (Details) - USD ($) $ in Millions	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory write-down	$ 379		$ 582
Accrued inventory, firm purchase commitments, current	179		$ 338
Charge to reflect the LCNRV of inventory and losses on firm purchase commitments	$ 220	$ 301

PROPERTY, PLANT, AND EQUIPMEN_3

PROPERTY, PLANT, AND EQUIPMENT, NET - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 5,147	$ 4,641
Accumulated depreciation and amortization	(1,286)	(883)
Total property, plant, and equipment, net	3,861	3,758
Land, buildings, and building improvements
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	787	636
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	356	297
Machinery, equipment, vehicles, and office furniture
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	2,723	2,456
Computer equipment, hardware, and software
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	464	409
Construction in progress
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment	$ 817	$ 843

PROPERTY, PLANT, AND EQUIPMEN_4

PROPERTY, PLANT, AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 219	$ 161	$ 403	$ 279

DEBT - Schedule of Debt (Detail

DEBT - Schedule of Debt (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total long-term debt	$ 2,750	$ 1,250
Less unamortized discount and debt issuance costs	(32)	(19)
Long-term debt, less unamortized discount and debt issuance costs	2,718	1,231
Less current portion	0	0
Non-current portion of long-term debt (Note 5)	2,718	1,231
Notes 2026 | Senior Notes
Debt Instrument [Line Items]
Total long-term debt	$ 1,250	$ 1,250
Effective interest rate (as a percent)	11.50%	11.30%
Convertible Green Notes Due 2029 | Convertible Debt
Debt Instrument [Line Items]
Total long-term debt	$ 1,500	$ 0
Effective interest rate (as a percent)	4.90%	0%

DEBT - Narrative (Details)

DEBT - Narrative (Details)		1 Months Ended
	Mar. 10, 2023 USD ($) $ / shares	Apr. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Oct. 31, 2021 USD ($)	May 31, 2021 USD ($)
Line of Credit Facility [Line Items]
Long-term debt			$ 2,718,000,000	$ 1,231,000,000
ABL Facility | Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 1,500,000,000				$ 750,000,000
Credit spread adjustment (as a percent)		0.10%
Maturity acceleration threshold amount		$ 200,000,000
Long-term debt			0
Remaining borrowing capacity			1,115,000,000
ABL Facility | Revolving Credit Facility | Line of Credit | Minimum
Line of Credit Facility [Line Items]
Commitment fee (as a percent)		0.20%
ABL Facility | Revolving Credit Facility | Line of Credit | Maximum
Line of Credit Facility [Line Items]
Commitment fee (as a percent)		0.25%
ABL Facility | Letter of Credit | Line of Credit
Line of Credit Facility [Line Items]
Letter of credit, sub-limit amount		$ 1,000,000,000				$ 500,000,000
Letters of credit outstanding, amount			$ 385,000,000
Notes 2026 | Senior Notes
Line of Credit Facility [Line Items]
Principal amount					$ 1,250,000,000
Stated interest rate (as a percent)			11%
Notes 2026 | Senior Notes | Fair Value, Inputs, Level 2
Line of Credit Facility [Line Items]
Debt instrument, fair value disclosure			$ 1,222,000,000	$ 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			$ 1,651,000,000

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Inventory	$ 221	$ 367
Capital expenditures	234	265
Payroll and related costs	220	259
Other products and services	153	169
Other	115	94
Total accrued liabilities	$ 943	$ 1,154

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	0%	0%	0%	0%

STOCK-BASED COMPENSATION - Narr

STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense	$ 1,502
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense period for recognition (in years)	5 years 7 months 6 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

STOCK-BASED COMPENSATION - Shar

STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	6 Months Ended
	Jun. 30, 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)	$ 13.18	$ 12.98
Granted (in USD per share)	12.92
Exercised (in USD per share)	4.28
Forfeited / cancelled (in USD per share)	0
Outstanding at end of period (in USD per share)	13.18
Vested and expected to vest (in USD per share)	13.18
Exercisable (in USD per share)	$ 5.13
Weighted-Average Remaining Contractual Life (in years)
Outstanding (in years)	6 years 4 months 24 days
Vested and expected to vest (in years)	6 years 4 months 24 days
Exercisable (in years)	5 years 3 months 18 days
Aggregate Intrinsic Value (in millions)
Outstanding	$ 387
Vested and expected to vest	387
Exercisable	$ 354
Restricted Stock Units (RSUs)
Number of Shares (in millions)
Outstanding at beginning of period (in shares)	37
Granted (in shares)	52
Exercised (in shares)	(16)
Forfeited / cancelled (in shares)	(5)
Outstanding at end of period (in shares)	68
Vested and expected to vest (in shares)	68
Weighted-Average Grant-Date Fair Value
Outstanding at beginning of period (in USD per share)	$ 38.72
Outstanding at end of period (in shares)	22.58
Granted (in USD per share)	13.90
Exercised (in USD per share)	26.26
Forfeited / cancelled (in USD per share)	36.65
Vested and expected to vest (in USD per share)	$ 22.58

STOCK-BASED COMPENSATION - Sh_2

STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 181	$ 242	$ 364	$ 559
Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	23	13	41	23
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	72	115	156	253
Selling, general, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 86	$ 114	$ 167	$ 283

RELATED PARTY TRANSACTIONS - Na

RELATED PARTY TRANSACTIONS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Revenues	$ 1,121	$ 364	$ 1,782	$ 459
Accounts receivable, net	342		342		$ 102
Principal Owner | Amazon
Related Party Transaction [Line Items]
Revenues	242		314
Accounts receivable, net	$ 219		$ 219		$ 60

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) - Amazon - Principal Owner $ in Millions	Jun. 30, 2023 USD ($)
Unrecorded 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	Jun. 30, 2023	Dec. 31, 2022
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Common stock, shares outstanding (in shares)	946,000,000	926,000,000
Common stock, shares issued (in shares)	946,000,000	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)	938,000,000	918,000,000
Common stock, shares issued (in shares)	938,000,000	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 shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	222	116	222	116
2029 Green Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	75	0	75	0
Stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	12	12	12	12
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	61	63	61	63
RSUs, ESPP, and other stock-based awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	74	41	74	41

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, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator
Net loss attributable to Rivian	$ (1,195)	$ (1,349)	$ (1,712)	$ (1,593)	$ (2,544)	$ (3,305)
Net loss attributable to common stockholders, basic	(1,195)		(1,712)		(2,544)	(3,305)
Net loss attributable to common stockholders, diluted	$ (1,195)		$ (1,712)		$ (2,544)	$ (3,305)
Denominator
Weighted-average Class A and Class B common shares outstanding - basic (in shares)	942		908		937	904
Effect of dilutive securities (in shares)	0		0		0	0
Weighted-average Class A and Class B common shares outstanding - diluted (in shares)	942		908		937	904
Net loss per share attributable to Class A and Class B common stockholders, basic (in dollars per share)	$ (1.27)		$ (1.89)		$ (2.72)	$ (3.66)
Net loss per share attributable to Class A and Class B common stockholders, diluted (in dollars per share)	$ (1.27)		$ (1.89)		$ (2.72)	$ (3.66)

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Recurring - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	$ 9,260	$ 11,568
Short-term investments, fair value	942	0
Total cash and cash equivalents and short-term investments	10,202	11,568
Fair Value, Inputs, Level 1 | United States Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments, fair value	542	0
Fair Value, Inputs, Level 2 | Time deposits
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments, fair value	400	0
Cash
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	1,250	2,604
Money market funds | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	7,096	7,147
Commercial paper | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value		845
Commercial paper | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	367
United States Treasury securities | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	547	822
Certificates of deposit | Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value		$ 150
Certificates of deposit | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value	$ 0