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| REVENUES | REVENUES The following table disaggregates revenue by major source (in millions):
New Electric Vehicles New EV revenues are primarily derived from the sale of consumer and commercial EVs, and related promises that meet the definition of a performance obligation, including over-the-air (“OTA”) vehicle software updates. Revenue from the sale of EVs is recognized at the point in time when control transfers to the customer, which generally occurs upon delivery. As the OTA vehicle software updates represent a stand ready obligation to provide these services, revenue related to OTA vehicle software updates is recognized ratably throughout the performance period, beginning when control of the vehicle is transferred to the customer and continuing through the estimated useful life of the EV. Revenue from the sale of Electric Delivery Vans (“EDVs”) is recognized in accordance with a bill and hold arrangement, under which revenue is recognized when risk of ownership has been transferred to the customer, but pick-up is delayed at the request of the customer. In such cases, the Company does not have the ability to sell the EDVs to another customer, and they are separately identified as belonging to and ready for pick-up by the customer. Payment for EV sales is typically received at or prior to delivery or according to payment terms customary to the business. Sales tax is excluded from the measurement of the transaction price. During the year ended December 31, 2024, approximately 37%, of the Company’s revenues were from new EV sales to Chase Bank, with Chase Bank entering into leasing arrangements for purchased vehicles. The Company has an obligation to share a portion of the difference between the residual value realized by Chase Bank at the end of the lease term and the residual value determined at lease inception. This obligation is recorded upon delivery of vehicles to Chase Bank as an RVRS liability in “Other non-current liabilities” on the Consolidated Balance Sheets. The RVRS liability is recorded as a reduction to the transaction price and is estimated at the amount the Company is expected to pay to Chase Bank at the end of the lease term. The estimate is based on third-party residual value publications and estimated future prices. While the Company reevaluates the adequacy of the RVRS liability on a regular basis and makes revisions when necessary, the estimate is inherently uncertain, especially given the limited history of Rivian leases, and more historical experience or updates to benchmarks and projections may cause changes to the RVRS liability in the future. As of December 31, 2024 the RVRS liability was not material. The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services, and other available information. The transaction price is allocated among the performance obligations in proportion to the standalone selling prices. Regulatory Credits The Company generates tradable credits from various regulatory standards, including standards related to zero-emission vehicles (ZEVs”) and greenhouse gas. The Company sells regulatory credits to third parties, and revenue is recognized at the point in time that control of the regulatory credits is transferred to the purchasing party. Payment is typically received within one quarter or less of transfer of control of the credits to the customer. Software and Services Software and services revenues consist primarily of sales of vehicle trade-ins (“remarketing”) and vehicle repair and maintenance services, as well as new services provided by the Joint Venture to further develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs. Remarketing revenue is recognized at a point in time when vehicle title and risk of loss transfer to the customer. Revenues for vehicle repair and maintenance services are recognized over time as services are provided. Because the services provided by the Joint Venture involve significant modification and customization of Rivian’s existing vehicle electrical architecture technology and software for the customer, the intellectual property licensed to the customer and the ongoing development services are combined into a single performance obligation in the contract with the customer. Revenue for the combined performance obligation is recognized over time, using an input-based measure of progress, because the customer has the ability to both direct the use of and obtain substantially all of the remaining benefits from the technology and software as it is being developed, customized, and enhanced for the customer. The combined performance obligation is satisfied over time, until the vehicle electrical architecture technology and software promised to the customer is completed. In addition to ongoing payments to fund the Joint Venture’s development services, revenue recognized for the combined performance obligation includes the following consideration transferred by the customer: •$1,295 million received for a license of intellectual property related to Rivian’s existing vehicle electrical architecture and software technology •Variable consideration in the form of the $250 million to be received as part of the Financial Milestones payment, which the Company has determined is probable of receipt (see Note 1 "Presentation and Nature of Operations") •The $210 million to be received no later than January 3, 2028 as part of the Start of Production Milestone payment (see Note 1 "Presentation and Nature of Operations"), and •The $201 million in noncash consideration paid by Volkswagen Group in the form of a loan commitment (see Note 10 "Debt"). Each of the above components of the consideration transferred by the customer is included in the transaction price for the combined performance obligation because they were all negotiated as a package with a single commercial objective (i.e., bringing next-generation electrical architecture technology and best-in-class software to future Volkswagen Group vehicle programs). The majority of the transaction price is included in the Company’s contract liabilities as of December 31, 2024. As of December 31, 2024, the Company expects to recognize the corresponding revenue over approximately four years, with the amount of revenue recognized each period gradually increasing over time as the Joint Venture ramps its operations and the level of effort increases. It is reasonably possible that the Company’s expectations could change over time, according to the pattern of progress toward satisfaction of the combined performance obligation to develop, customize, and enhance Rivian’s existing vehicle electrical architecture technology and software for use in the customer’s future vehicle programs. Accordingly, the pattern of revenue recognized could be adjusted over time and ultimately differ from current expectations. Payment for vehicle electrical architecture and software development services is generally due in advance. Payment for remarketing and vehicle repair and maintenance services is typically received when control transfers to the customer or due in accordance with payment terms customary to the business. Contract Liabilities The Company recognizes contract liabilities when payments are received or due before the related performance obligation is satisfied. The Company’s contract liabilities are primarily comprised of the $1,295 million received and the $201 million in noncash consideration discussed above, which will be reduced over time as revenue is recognized. Contract liabilities also include payments for vehicles collected prior to delivery of the EV, generally satisfied within one quarter or less, OTA vehicle software updates, generally satisfied over the estimated useful life of the EV, and extended vehicle repair and maintenance contracts, satisfied over the coverage period. The Company’s contract liabilities exclude fully-refundable customer deposits. The following table summarizes the Company’s contract liabilities recorded by line item on the Consolidated Balance Sheets (in millions):
Revenues recognized from contract liability balances as of December 31, 2022 and 2023 were not material for the years ended December 31, 2023 and 2024. Cost of Revenues Cost of revenues primarily relates to new vehicles and includes direct materials and labor costs, including stock-based compensation; manufacturing overhead (e.g., depreciation of machinery and tooling); shipping and logistics costs; and reserves, including for estimated warranty costs and adjustments to write down the carrying value of inventory when it exceeds its estimated net realizable value (“NRV”), as well as cost reductions resulting from the generation of refundable manufacturing-related tax credits accounted for as government grants. Cost of revenues for software and services also includes the cost of vehicle electrical architecture and software development services funded by Volkswagen Group (see Note 1 "Presentation and Nature of Operations" and Note 19 "Variable Interest Entities" for more information).
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