VARIABLE INTEREST ENTITIES |
12 Months Ended |
|---|---|
Dec. 31, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES Rivian and VW Group Technology, LLC In November 2024, the Company established a joint venture, Rivian and VW Group Technology, LLC, with Volkswagen Group. 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 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. The ”Non-controlling Interest” in the Joint Venture recorded in the Statement of Changes in Stockholders’ Equity was based on the carrying value of the net assets of the Joint Venture immediately before the $92 million in net assets were contributed by Volkswagen Group. The Joint Venture’s operations are funded through development fees to be paid by the Company and Volkswagen Group. Fees payable for development services that benefit the general technology stack usable by both the Company and Volkswagen Group are paid 75% by VW and 25% by the Company, through 2028. Starting from 2029, the parties will bear such fees equally, with Volkswagen Group paying $100 million per year in excess of its equal share in contemplation of its comparatively larger vehicle portfolio. Development fees for the benefit of one specific party will be borne entirely by such party. The Joint Venture is a separate legal entity with its own management and board of directors. The Joint Venture’s board of directors consists of four directors, with the Company and Volkswagen Group each appointing two directors. The Joint Venture is managed day-to-day by two Co-CEOs, with each of the Company and Volkswagen Group appointing one Co-CEO. The Joint Venture may be terminated by the mutual agreement of both parties. Either party will become entitled to purchase all Joint Venture equity held by the party upon the occurrence of certain events, such as material breaches after a party’s change of control or events indicating impending insolvency of a party. The Joint Venture is a separate legal entity that is a Variable Interest Entity (“VIE”), and the Company’s equity interest in the Joint Venture is a variable interest requiring consolidation because the Company has determined that it is the primary beneficiary of the Joint Venture. The Company is the primary beneficiary of the Joint Venture as a result of several factors, including that the Co-CEO appointed by the Company is the Chief Software Officer of the Company, as well as the Chief Technology Officer of the Joint Venture. In this role, the Co-CEO appointed by the Company directs the overall technical strategy of the Joint Venture, as well as its execution, which are key activities of the Joint Venture. Additionally, a portion of the Joint Venture’s workforce performs services exclusively for the Company. The equity interests held by Volkswagen Group and its 50% portion of net income are reflected in stockholders’ equity on the Consolidated Balance Sheets as “Non-controlling interest” and in the Consolidated Statements of Operations as “Net income attributable to noncontrolling interest”, respectively. As of December 31, 2024, the assets and liabilities of the Joint Venture were approximately $250 million and $155 million and primarily comprised of cash and current portion of deferred revenue, respectively. Total revenues and expenses of the Joint Venture were not material for the year ended December 31, 2024.
|