PRESENTATION AND NATURE OF OPERATIONS |
12 Months Ended |
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Dec. 31, 2024 | |
| 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 developing and building category-defining electric vehicles (“EVs”), and software and services that address the entire lifecycle of the vehicle, directly to customers in the consumer and commercial markets. The nature of the Company’s operations during the years ended December 31, 2022, 2023, and 2024 was primarily the production and sale of EVs in the United States. During the three months ended December 31, 2024, in conjunction with growth in revenues from software and services and establishing Rivian and VW Group Technology, LLC, there was a change in the composition of the Company’s segments. As a result of this change, the Company analyzes the results of the business through the following reportable segments: Automotive and Software and Services. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial information. The accompanying consolidated financial statements, 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 stockholders’ equity for the periods presented. Certain amounts in the prior period consolidated financial statements have been conformed to current period presentation. Basis of Consolidation The Company consolidates entities in which it has a controlling financial interest. Intercompany balances and transactions have been eliminated in consolidation. Rivian and VW Group Technology, LLC In November 2024, the Company established a joint venture with Volkswagen International America Inc. and Volkswagen AG and its affiliates (“Volkswagen Group”). Rivian and VW Group Technology, LLC (the “Joint Venture”) was established as an electrical architecture technology company with a focus on software, electronic control units and related network architecture design and development. The initial focus of the Joint Venture will be to bring next-generation electrical architecture and best-in-class software technology to both companies’ future electric vehicles. The Company and Volkswagen Group each contributed working capital, certain assets, and personnel to the Joint Venture in exchange for 50% each of the equity interests in the Joint Venture, with the net cash and non-cash contribution from Volkswagen Group totaling $92 million. The Joint Venture is a consolidated variable interest entity. See Note 19 "Variable Interest Entities” for more information. As part of the formation of the Joint Venture, the Company received $1,295 million for intellectual property licensed to Volkswagen Group, enabling them to benefit from the Company’s existing technologies in conjunction with further development by the Joint Venture (see Note 4 "Revenues" for more information). In addition, the Company and Volkswagen Group entered into an investment agreement (“Investment Agreement”) for three additional equity investments in the Company, pursuant to the achievement of the following milestones: •Upon the later of June 30, 2025 and the achievement of the Financial Milestones defined in the Investment Agreement, the Company will receive $1,000 million in exchange for $750 million of the Company’s class A common stock, calculated based on the Company’s 30-trading day volume-weighted average price prior to share issuance. See Note 4 "Revenues" for more information. •Upon achievement of the Testing Milestones defined in the Investment Agreement, the Company will receive $1,000 million in exchange for $1,000 million of the Company’s class A common stock, calculated based on the Company’s 30-trading day volume-weighted average price prior to share issuance (although the aggregate share issuance may be effected through convertible note mechanisms or in stages). •Upon the earlier of January 3, 2028 and the achievement of the Start of Production Milestone defined in the Investment Agreement, the Company will receive $460 million in exchange for $250 million of the Company’s class A common stock, calculated based on the Company’s 30-trading day volume-weighted average price prior to share issuance. See Note 4 "Revenues" for more information. The Company, together with Joint Venture Equityholder, and Volkswagen Group also entered into loan agreements (“Loan Agreements”) providing for a committed $1,000 million term loan facility, available to the Joint Venture. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by the Company. Finally, in June 2024, the Company received $1,000 million in proceeds from the 2026 Convertible Note, which converted into shares of the Company’s Class A common stock in December 2024. See Note 10 “Debt” for more information.
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