What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-28 compared with 2022-03-31 · 102 added, 195 removed, 203 unchanged (59% of the section changed)

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Interconnected by our data and analytics backbone, our ecosystem is designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.

We produced 1,015 and delivered 920 vehicles for the full year 2021.

Our Products and Services

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the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle (“SUV”).

We made our first deliveries of the R1T and R1S in 2021.

The R1T is a category-defining electric pickup truck, providing a combination of performance, utility, and capability without compromising on sustainability.

The R1T is capable of carrying five passengers and large loads with a bed that is 54 inches

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long with the tailgate up (84 inches long with tailgate down) and 50 inches wide.

The industry-first Gear Tunnel compartment features lockable storage accessible from either side of the truck.

Additionally, the front trunk with a powered hood is one of the largest on the market.

The R1T is a category-defining electric pickup truck, providing a combination of performance, utility, and capability without compromising on sustainability.

The R1T is capable of carrying five passengers and large loads with a bed that is 54 inches long with the tailgate up (84 inches long with tailgate down) and 50 inches wide.

The R1S is a large format all-electric SUV, with enough space to comfortably fit up to seven passengers and their gear.

Utilizing the same battery, propulsion, and chassis systems as the R1T, R1S customers can expect the same combination of on- and off-road performance.

The R1S shares many features of the R1T in a flexible interior form factor that can either suit more occupants or more cargo.

The R1S features the same large powered front trunk as the R1T, with enough storage for large suitcases, coolers, and backpacks.

The R1S features over 100 cubic feet of space with the seats folded and including the front trunk.

With all rear seats folded, the R1S provides a flat floor for loading in gear or lying down.

The R1T and R1S are equipped with a proprietary set of advanced technology systems, including vehicle electronics, battery, electric drive, chassis, Driver+, our advanced driver assistance system (“ADAS”), and digital user experience management.

These technologies can continuously improve and expand functionality through cloud-enabled over-the-air (“OTA”) updates.

The R1T and R1S introduced our brand to the world and will serve as our flagship vehicles as we continue to expand our offerings.

To accompany our vehicles, we have developed a comprehensive portfolio of vehicle accessories that will further sharpen our brand’s focus on adventure and active lifestyles.

The R1T and R1S introduced our brand to the world and serve as our flagship vehicles as we continue to expand our offerings.

To accompany our vehicles, we have developed a comprehensive portfolio of vehicle accessories that further sharpen our brand’s focus on adventure and active lifestyles.

Consumer Services

Complementing our consumer vehicles, our current and future suite of value-added services includes digitally enabled financing, telematics-based insurance, proactive vehicle service (maintenance and repair), flexible membership and software services, comprehensive charging solutions, and a data-driven vehicle resale program.

Complementing our consumer vehicles, our current suite of value-added services includes digitally enabled financing, telematics-based insurance, proactive vehicle service (maintenance and repair), software services, and charging solutions.

These services will generate long-term brand loyalty while also creating a recurring revenue stream for each vehicle across its lifecycle.

Comprehensive Charging Solutions

We are building charging solutions powered primarily by in-house developed hardware and software that include Rivian Adventure Network Rivian Adventure Network Direct Current fast charging sites (“RAN DCFCs”) and Rivian Waypoints chargers.

Charging Solutions

We are providing charging solutions that include Rivian Adventure Network Direct Current fast charging sites (“Rivian Adventure Network”) and Rivian Waypoints chargers.

Our solutions are designed to be cost effective and aim to deliver clean energy to our customers while offering a convenient and seamless charging experience.

In addition to deploying our own chargers, we are also partnering with other nationwide Combined Charging Standard (“CCS”) network operators intended to ensure charging is always easily accessible even in the early stages of our infrastructure development.

In addition, our vehicles use the Combined Charging Standard (“CCS”) connection which enables our customers to leverage other nationwide networks.

Commercial Vehicles

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and its affiliates (collectively, “Amazon”), our first commercial customer.

The EDV is a long-range, electric commercial step-in van designed for large-scale mass production and deployment in a centrally managed fleet.

Amazon has ordered an initial volume of 100,000 vehicles globally, subject to modification as described under Part III, Item 13.

"Certain Relationships and Related Transactions, and Director Independence" in this Form 10-K.

The EDV is a long-range, electric commercial step-in van designed for large-scale production and deployment in a centrally managed fleet.

Amazon has ordered an initial volume of 100,000 vehicles globally, subject to modification.

Developed to be comfortable and easy to operate for drivers, our commercial vehicles are designed to achieve lower total cost of ownership (“TCO”) for customers while supporting a path to carbon neutral deliveries.

Through our work with Amazon, we believe we will be well-positioned to leverage our learnings to build capabilities that will accelerate our progress towards a leadership position in the commercial vehicle market and our deployment of new business models.

Currently, Amazon and other delivery companies typically choose from step-in van models from other manufacturers which lack advanced technology and sustainability features.

After purchasing stock vehicles, fleet operators like Amazon typically work with aftermarket upfitters to develop a complete solution with shelving and driver monitoring systems.

Rivian, in collaboration with Amazon, designed the EDV holistically to support last mile applications, enabling the vans to leave the Rivian factory ready to be put into service.

We believe certain aspects of the EDV ’s design and styling will remain exclusive to Amazon.

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The modular upper structure, closures, interior, and skateboard platform enable a significant amount of commonality across any EDV variants to simplify servicing and maintenance across the fleet.

The EDV also features integration with our end-to-end fleet management software, built to maximize fleet efficiency and uptime while minimizing costs through predictive maintenance, intelligent charging, power management, and last mile focused telematics features.

The EDV-700 is the 700 cubic foot version of the EDV and was the first vehicle delivered to Amazon in 2021.

The EDV-700 is the 700 cubic foot version of the EDV.

The vehicle’s design is optimized for last mile delivery use cases and includes a rear roll-up door ideal for warehouse bulk loading, which eliminates cargo area side doors that would otherwise consume valuable precious cargo storage.

The vehicle’s features also include an integrated automatic bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics creating space for package handling, and a curb-side sliding door designed for ease of package handling and safe vehicle access away from traffic.

The EDV-500 is the 500 cubic foot version of the EDV, and we have successfully produced pre-production EDV-500 vehicles, as well as a European version, in our manufacturing facility in Normal, Illinois, (the “Normal Factory”) during 2022.

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The EDV-500 is a narrower and shorter version of the EDV-700 and an important vehicle for expanding to markets and geographies for which smaller form factors are better suited.

We expect to begin production of salable units in 2022.

Commercial Services

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It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, Driver+, and lifecycle management.

Building upon this foundation, FleetOS will continually add more features over time, including leasing, financing, insurance, driver safety and coaching, smart charging and routing, remote diagnostics, 360° collision reports, and vehicle resale.

Building upon this foundation, FleetOS is designed to support more features over time, including leasing, financing, insurance, driver safety and coaching, smart charging and routing, remote diagnostics, 360° collision reports, and vehicle resale.

This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data, driving us toward industry-leading TCO, safety, and fleet utilization.

We have designed FleetOS so it can be customized for a commercial customer’s operational needs.

In addition to managing fleets of Rivian vehicles, FleetOS will be able to address mixed fleets comprised of Rivian and non-Rivian commercial vehicles, allowing us to serve a greater number of commercial customers at scale.

The Rivian Ecosystem

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Rivian Cloud enables FleetOS, remote diagnostics, OTA software updates, and remote vehicle controls, including vehicle access.

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• Product Development and Operations .

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Our consumer portfolio is comprised of category-defining vehicles that reimagine the pickup truck and SUV segments.

We entered the commercial market with long-range electric step-in vans developed for mass production.

We entered the commercial market with long-range electric step-in vans developed for large-scale production.

The EDV is designed to lower TCO, improve uptime, and facilitate Amazon progressing in its commitment to net zero carbon operations.

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It is comprised of a centralized data lake and analytics tools, providing valuable insights that can be applied to continuously improve ecosystem-wide performance, functionality, and uptime to drive increased customer satisfaction.

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Our ecosystem is designed to be highly scalable, flexible, integrated, and interconnected to power an immersive customer journey.

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Manufacturing

As of December 31, 2021, our Normal Factory is equipped to produce up to 150,000 vehicles annually (distributed between the R1 platform, used to produce the R1T and R1S, and the RCV platform, used to produce EDVs and other commercial vehicles), when the equipment is operated at full rate and on multiple shifts.

This annual installed capacity is comprised of approximately 65,000 vehicles for the R1 platform and 85,000 vehicles for the RCV platform.

In addition, we recently announced plans to construct a second manufacturing facility near Atlanta, Georgia with an anticipated capacity to produce up to 400,000 vehicles annually.

We have made decisions and investments with the objective of maintaining a long-term growth orientation that creates value for all stakeholders, including our employees, customers, partners, communities, shareholders, and the environment.

In the near-term, we are targeting the pickup truck, SUV, and commercial van market segments in the United States of America (“United States”), Canada, and Western Europe.

We plan to achieve long-term growth by expanding in our existing markets, constructing a broad portfolio of vehicles and digital services with global appeal, entering major global automotive markets, strategically investing in our ecosystem, and expanding into adjacent verticals.

In keeping with our long-term mindset, we are designing technology and infrastructure to support and benefit from the future transition to increased autonomy, new ownership models, and renewable energy solutions.

We currently manufacture all vehicles on the R1 and RCV platforms at our manufacturing facility in Normal, Illinois (“Normal Factory”), which is equipped to produce up to 150,000 vehicles annually when the equipment is operated at full rate and on multiple shifts.

This annual installed capacity is currently comprised of approximately 65,000 vehicles for the R1 platform and 85,000 vehicles for the RCV platform.

In addition, we have announced plans to construct a second manufacturing facility near Atlanta, Georgia with an anticipated capacity to produce 400,000 vehicles annually.

We plan to build the plant in two phases, each consisting of 200,000 units of annual capacity.

We plan to produce our next generation consumer vehicle platform, the R2, at this facility.

We procure materials and components from hundreds of suppliers across the globe that we work closely with to bring our vehicles to market.

Our supplier selection process is based on a wide variety of factors, including technical expertise, product quality, cost, and location.

With many suppliers, our relationship extends beyond the procurement of raw materials and components as we

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collaborate through the development process.

With many suppliers, our relationship extends beyond the procurement of raw materials and components as we collaborate through the development process.

We believe these strategic partnerships have led to pricing and timing advantages in the development of our vehicles.

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In order to mitigate risks related to a single source of supply, we qualify alternative suppliers and manufacturers when possible, and develop contingency plans for responding to disruptions, such as carrying higher inventory levels where possible.

Despite these actions, we have and may still continue to face challenges with various manufacturing-related component shortages, especially as our suppliers scale their operations to match our vehicle ramp rate.

We address quality across all phases of the vehicle lifecycle, from design through delivery and service.

Our connected vehicles benefit from embedded intelligence, enabling continuous condition monitoring, and automated diagnosis of systems and components.

These capabilities detect emergent defects and proactively identify, diagnose, and resolve issues.

Our closed loop quality management system gathers feedback from across our operations and vehicles in the field, feeding data directly into our quality controls for real-time improvements.

Despite these actions, we have faced and may still continue to face, challenges with various manufacturing-related component shortages, especially as our suppliers scale their operations to match our vehicle ramp rate.

Historically, the automotive industry has experienced higher revenue in the spring and summer months.

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We believe the primary competitive factors in our markets are talent and culture, technological innovation, product performance and quality, customer experience, brand differentiation, product design, pricing and TCO, and manufacturing scale and efficiency.

Our competition represents the millions of traditional ICE vehicles and EVs sold each year in the consumer and commercial markets.

Our competitive set also represents our total addressable market (“TAM”) which we aim to reach with an expanded product portfolio over the long term in our current and future geographies.

Our competition includes the millions of traditional ICE vehicles and EVs sold each year in the consumer and commercial markets.

Our competitive set also represents our total addressable market (“TAM”) which we aim to target over the long term with an expanded product portfolio in our current and future geographies.

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As we participate across the spectrum of the consumer and commercial value chain, our competition extends beyond providers that operate in the capacity of an original equipment manufacturer or dealer.

Downstream competitors include a patchwork of third parties such as charging providers, vehicle service providers, vehicle remarketers, and traditional fleet management companies.

Downstream competitors include a collection of third parties such as charging providers, vehicle service providers, vehicle remarketers, and traditional fleet management companies.

Across the automotive value chain, we believe our vertically integrated business model and technology platform, focus on customer experience, direct-to-customer relationships, and ability to efficiently launch multiple vehicle platforms position us to compete effectively.

Environmental, Health and Safety Matters

Certain of our operations, properties and products are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters including environmental protection, occupational health and safety and the release or discharge of materials into the environment, including air emissions and wastewater discharges.

Certain of our operations, properties, and products are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters related to environmental protection, occupational health and safety, and the release or discharge of materials into the environment, including air emissions and wastewater discharges.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and remedial obligations and the issuance of orders enjoining some or all of our operations in affected areas.

We are also subject to permitting, registration, and other government approval requirements under environmental, health, and safety laws and regulations applicable in the jurisdictions in which we operate.

Those requirements obligate us to obtain

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permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products.

Those requirements obligate us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products.

The requirements vary depending on the location where our regulated activities are conducted.

The following summarizes existing environmental, health and safety laws and regulations applicable to our operations and products.

Regulations in the United States

The following summarizes certain existing environmental, health, and safety laws and regulations applicable to our operations and products.

For additional information, see Part I, Item 1A.

“ Risk Factors .”

Regulations in the United States of America (“United States”)

• National Highway Traffic Safety Administration (“NHTSA”) Safety and Self-Certification Obligations .

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The Clean Air Act requires that we obtain both an EPA-issued Certificate of Conformity and a California Air Resources Board (“CARB”)-issued Executive Order with respect to emissions for our vehicles, and include labeling providing consumer information such as miles per gallon of gas-equivalent ratings and maximum range on a single charge.

The R1T, R1S, and EDV have received EPA Certificates of Conformity and California Executive Orders for model year 2022.

The R1T, R1S, and EDV have received EPA Certificates of Conformity and California Executive Orders for model years 2022 and 2023.

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• Battery Safety and Testing.

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We are also subject to certain laws and regulations, e.g., “Right to Repair,” laws, that would require us to provide third-party access to our network and/or vehicle systems.

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Emission Credit Programs

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These federal regulations require that manufacturers of light- and heavy-duty vehicles meet minimum standards pertaining to GHG emissions and fuel economy based on a vehicle’s footprint or overall dimensions.

As the first manufacturer to produce zero-emission vehicles of this larger footprint, we expect to generate substantial GHG and CAFE credits, and to benefit financially from these regulations.

As the first manufacturer to produce zero-emission vehicles of this larger footprint at scale, we expect to generate substantial GHG and CAFE credits, and to benefit financially from these regulations.

In addition, in 2022, the EPA reinstated California’s ability to establish its own emission standards in lieu of the federal standards.

As a result, California regulators extended the Advanced Clean Cars rule for model years 2026 through 2035.

These standards, which as many as 17 other states have also adopted, are more stringent than federal requirements, thus providing additional credit generating opportunities for Rivian through potential sales of those credits by the Company.

Automobile Manufacturer and Dealer Regulation

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To sell vehicles to residents of states where we do not have a license or are unable to be licensed due to our status as a manufacturer, we must conduct the sale out of state over the internet or telephonically.

Rivian currently has dealer licenses to sell and service vehicles directly in Arizona, California, and Illinois.

We have also applied for dealer licenses in Colorado, Utah, Tennessee, and Virginia which are pending.

In addition, we have Service Centers that have opened and are licensed to provide service in Michigan and New York.

We have applied for a service license in Maryland, which is pending.

Other states where we have operating service locations but are not required to be licensed to operate include:

Kansas, Nevada, Texas, Colorado, Minnesota, Utah, Virginia, and Washington.

Rivian currently has dealer licenses to sell vehicles directly in four states.

We also have pending applications for dealer licenses to sell vehicles in another five states.

Automobile Manufacturer Regulation in Canada

Our vehicles intended for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, including, but not limited to Transport Canada and Environment Canada.

The major certifications and/or approvals that apply to our vehicles include:

• Canada Motor Vehicle Safety Standards (“CMVSS”) administered by Transport Canada .

The vast majority of CMVSS are identical or substantially similar to Safety Standards in the United States, which Rivian R1T and R1S vehicles met as the second half of 2021.

Certain of the differences between CMVSS and Safety Standards that are applicable to our vehicles include telltales, speedometer units of measure, certain labels, immobilizer requirements for anti-theft, and pass-by noise standards.

Prior to distributing any of our vehicles in Canada, Rivian will ensure that such vehicles are modified to conform with CMVSS.

We expect to complete all CMVSS confirmatory testing and provide an application for certification to Transport Canada by September 2022.

• Canadian Emissions Regulations.

Environment Canada administers regulations governing emissions, including greenhouse gas emissions.

These regulations include the On-Road Vehicle and Engine Emission Regulations (“ORVEER”) and the Passenger Automobile and Light Truck Greenhouse Gas Emission Regulations (“PALTGGER”).

In order to demonstrate compliance and obtain certification, the provisions of ORVEER allow a manufacturer to rely upon EPA certificate of conformity issued under the Clean Air Act as Evidence of Conformity.

Rivian R1T and R1S vehicles were granted the EPA Certificate of Conformity (“CoC”) in September 2021.

As Environment Canada recognizes EPA CoCs, we do not believe there currently is a risk of not obtaining the Canadian certification.

• Other Canadian Regulations.

Additional regulations applying to our vehicles and accessories include the Innovation, Science, and Economic Development Canada electromagnetic (“EM”) compatibility regulations and standard ICES-002.

These regulations are designed to ensure no EM incompatibility exists between Rivian vehicles and

Our vehicles available for sale in the Canadian market are subject to environmental and safety certifications administered by the appropriate Canadian regulatory authorities, including, but not limited to Transport Canada and Environment Canada.

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accessories and other EM emitting equipment.

Testing on R1T vehicles was completed in December 2021 and on the R1S in the first quarter of 2022 with passing results for both vehicles and accessories with no issues identified.

We are in the process of compiling the Self-Declaration Documents for filing with the relevant Canadian authorities and expect no issues with final approval.

With respect to direct sales and service, such regulation is a matter of Canadian provincial law.

Unlike the United States, no province of Canada prohibits a manufacturer from applying for and receiving a dealer license or prohibits a manufacturer from establishing a service location and conducting warranty service at that service location.

Some provinces, however, do restrict whether sales or service can take place across provincial lines without having a physical presence in those provinces.

have obtained all required national certifications to enable sales in Canada for 2022 and 2023.

Unlike the United States, there are no impediments to a manufacturer applying for and receiving a dealer license to perform sales and service, however, we must obtain the necessary provincial licenses to enable sales and service in each location.

We have these licenses in British Columbia and are in the process of obtaining the remaining licenses in the other provinces of Canada.

Federal and State Incentives in the United States

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The Qualified Plug-In Electric Drive Motor Vehicle Tax Credit program instituted by the United States government provides a tax credit of up to $7,500 for the purchase of new qualified plug-in electric drive motor vehicles.

This credit applies to the first 200,000 vehicles sold per manufacturer.

As of the date of this report, purchasers of Rivian model year 2022 R1T, R1S and EDV-700 vehicles continue to be eligible for a tax credit of up to $7,500 under this program.

Negotiations are underway within the United States Congress to amend this provision, but no changes have been made to the program to date.

As a result, the credit remains available in its current form to all Rivian customers.

In addition, the Alternative Fuel Infrastructure Tax Credit provides tax credits for businesses up to 30% of the cost of installing alternative fueling equipment, not to exceed $30,000.

Consumers who purchased residential fueling equipment but were not eligible to depreciate such equipment may have received a tax credit of up to $1,000 prior to December 31, 2021.

The program included electricity as an alternative fuel and potentially could have been used by Rivian customers to offset the cost of their home charging systems and by businesses to offset the costs of installing electric vehicle charging stations.

Additionally, if Rivian sells such equipment to a tax-exempt entity, Rivian would have been eligible to claim the credit for itself.

In August 2022, Congress modified section 30D (“30D”) of the Internal Revenue Code of 1986 (the “Code”) by limiting the tax credit to electric trucks, SUVs and vans priced below $80,000 and imposing certain income restrictions for taxpayer eligibility to receive the 30D tax credit.

Eligibility for the 30D tax credit is also contingent on (i) the vehicle’s final assembly occurring in North America, (ii) the vehicle having a certain percentage of the battery’s critical minerals originating from a United States free trade agreement partner or being recycled in North America, and (iii) the vehicle having a certain percentage of its battery’s components being manufactured or assembled in North America.

Moreover, if a vehicle battery’s critical minerals were extracted, processed or recycled by a “foreign entity of concern,” such as China or Russia, the 30D tax credit would not apply.

Congress also added a new provision to the Code under section 45W (“45W”) that provides an incentive of between $7,500 and $40,000 depending on the Gross Vehicle Weight Rating and incremental cost increase between the electric commercial vehicle and a comparable internal combustion engine equipped vehicle.

Unlike the consumer tax credit under 30D, there are no price limits, income caps, manufacturing mandates or content restrictions.

In addition to 30D and 45W, Congress also extended the Alternative Fuel Infrastructure Tax Credit under section 30C (“30C”) to tax credits for businesses up to 30% of the cost of installing alternative fueling equipment in eligible census tracts, up to $100,000.

Consumers who purchased residential fueling equipment but were not eligible to depreciate such equipment may receive a tax credit of up to $1,000 for equipment placed in service after December 31, 2022.

The program included electricity as an alternative fuel and potentially could be used by Rivian customers to offset the cost of their home charging systems and by businesses to offset the costs of installing electric vehicle charging stations.

Additionally, if Rivian sells such equipment to a tax-exempt entity, Rivian would be eligible to claim the credit for itself.

Unused credits may be carried backward one year and carried forward 20 years.

The credits for Alternative Fuel Infrastructure expired on December 31, 2021.

Despite the expiration at the end of last year, the United States Congress is considering legislation to reinstate the federal tax credit with retroactive application.

This is still under negotiation and could be revived later in 2022.

The 30C credit was extended until December 31, 2032.

• State Incentives.

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Other incentives include preferential parking at reduced rates, or free, or single occupancy high-occupancy vehicle access on highways for EVs.

Regulations in the European Union

• Europe Type Approval.

We intend to export vehicles to Europe, and over time may consider manufacturing and locating additional operations in Europe.

We must obtain pre-approval from regulators to import and sell our vehicles into the European Union (“EU”) and countries that recognize the EU certification.

The process for meeting the EU certification requirements is known as “Type Approval” and requires Rivian to demonstrate to a regulatory agency in the EU, referred to as the Competent Authority, that our vehicles meet all EU safety and emission standards.

Activities to obtain Type Approval began in 2021 and have not yet been completed.

We expect to complete this process by mid-2022.

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• EU Emissions Regulations.

We believe Europe’s regulatory environment is generally conducive to the development, production and sale of consumer and commercial alternative fuel vehicles.

Through emission legislation, tax incentives and direct subsidies, EU and non-EU countries in Europe are taking a progressive stance in reducing carbon emissions and increasing demand for EVs.

For example, the EU has specifically implemented regulations mandating that manufacturers meeting binding emission targets according to the average mass of their vehicles.

Penalties for failing to meet these targets can be substantial.

Incentives in Europe

In addition to a favorable regulatory environment, a number of European countries offer incentives, tax reductions or a combination of both.

Intellectual Property

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Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms, and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.

While we do not believe that any single piece of intellectual property is individually material to the entirety of our business, our intellectual property is important to our operations and development of technologies.

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As of December 31, 2022, we held over 230 granted patents and registrations worldwide, and had filed over 1,600 patent applications with domestic and foreign patent offices.

Subject to required payments of annuities or maintenance fees, our granted patents and registrations have term durations of between 14 to 25 years from each patent or registration’s respective priority date, the duration being set according to the laws of the jurisdiction in which the patent or registration issues.

Our existing patents have term durations that are scheduled to extend until their respective expiration dates, ranging from April 2028 to December 2046, based on each patent’s respective priority date.

As of December 31, 2021, we had over 800 registered trademarks and had filed over 4,000 trademark applications with domestic and foreign trademark offices.

Our registered trademarks have an indefinite life subject to the payment of maintenance fees and the laws of the jurisdiction in which the trademark is registered.

As of December 31, 2021, we had two registered copyrights and had filed one copyright application with foreign copyright offices.

Additionally, as of December 31, 2021, we had over 1,700 registered domains worldwide.

In addition, we maintain a comprehensive identification and tracking function for the maintenance and protection of our trade secrets.

We intend to continue to vigorously pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives.

As of December 31, 2022, we had over 1,700 registered trademarks and had filed over 4,600 trademark applications with domestic and foreign trademark offices, had two registered copyrights, and had filed one copyright application with foreign copyright offices.

We will pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives.

Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged.

Cybersecurity and Privacy

We prioritize the trust of our customers and employees and place great emphasis on systems and product security, cybersecurity, and privacy.

To protect our systems, products, and data, we apply a variety of technical and organizational security measures, procedures, and protocols in accordance with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework.

We have a dedicated team of professionals that focus on application, network, and system security based upon a clearly defined organizational operating model.

We have also commenced a corporate-wide data privacy program with dedicated cross-functional resources.

Utilizing the NIST Cybersecurity Framework, we have instituted a cybersecurity program designed to address the evolving cyber-threat landscape.

This includes a company-wide risk management structure with capabilities to assess direct and indirect vendors and an enterprise Secure Software Development Lifecycle to ensure that we reduce our attack surface by remediating vulnerabilities in the development process itself.

Additionally, our identity and access management procedures and controls are consistent with the NIST Cybersecurity Framework, including measures to validate and authenticate the identity of our corporate users.

We maintain a vulnerability management program that includes periodic scans designed to identify security vulnerabilities and implement a remediation.

To detect threats to our enterprise and product security, we have implemented a cybersecurity monitoring capability that collects and analyzes telemetries from a wide range of sources and takes proactive

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actions to ensure the security of our systems.

In addition, we conduct internal and external penetration tests, receive threat intelligence, follow incident response procedures, and remediate vulnerabilities according to severity and risk.

Further, seeking to implement effective management, control, and protection, we have established a centralized, organization-wide view of information assets.

Our cloud security program seeks to enable secure cloud architecture deployments and extend security capabilities.

Utilizing signed certificates, encryption keys, message authentication codes, and cryptography algorithms, we have deployed authentication and encryption as part of our efforts to secure our products, software, vehicles and their components, and OTA updates.

Additionally, we utilize pre-condition checks, sequence and dependency execution, failure detection, and rollback and recovery when performing updates during the OTA process.

We also work to increase cybersecurity awareness throughout the organization through education and training.

Our manufacturing operations involve a great deal of automation and technology.

With that level of complexity and interconnectivity in mind, we are building cybersecurity into our manufacturing process itself, with the intent of enabling the business to remain resilient to any potential attacks at our manufacturing operations.

The objective of our privacy program is to facilitate beneficial uses of data to improve Rivian’s products and services while preserving our customers’ privacy expectations and complying with applicable law.

Global privacy laws and practices will guide the operational design, controls, procedures, and policies for our program.

Our strategy accounts for increased risk as our business scales by addressing appropriate security and access controls for customer and employee information.

A core tenet of our privacy program is to implement privacy-by-design principles in both software and hardware development throughout our organization.

Rivian’s privacy program will continue to evolve and adapt, utilizing best practices and tailored risk management frameworks, to allow for close collaboration across the organization, particularly between our information technology and legal functions, which is critical for an effective privacy program.

Human Capital

As of December 31, 2021, we had 10,422 employees across the United States, Canada, and Europe.

Our global workforce is comprised of engineering and technology teams that are designing and developing future products and services, our operations and commercial teams that support the production, sale, and service of our launch vehicles, and our general and administrative teams.

As of December 31, 2022, we had 14,122 employees across North America and Europe.

Our global workforce is comprised of engineering and technology teams that are designing and developing future products and services, our operations and go-to-market teams that support the production, sale, and service of our launch vehicles, and our general and administrative teams.

Our global footprint will continue to grow as we seek diverse communities to join us on our adventure.

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As our industry rapidly evolves, we don’t stand near existing anchors but instead plan ahead to imagine what this could be.

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Look up from where you are!

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Multiple product launches and cutting-edge development across domains - over delivery on expectations is a core tenet of our strategy.

Our Commitment to Diversity and Belonging

Belonging is the ability to feel comfortable in your own skin.

It is a feeling that we strive for all to experience.

People are the heart of Rivian and belonging is interwoven in all we do, by establishing belonging as a driver of our culture and values.

Belonging is a deliberate focus, every day.

At Rivian, we celebrate diversity and strive for inclusion and equity.

To support, facilitate, and drive towards the goal of belonging for all, Rivian is developing a full range of internal programs and offerings for our employees, including internal mobility, career development, and strategic hiring programs, individual and community celebrations, commitments to inclusion through allyship, and learning and development.

In addition, we offer Belonging Resource Groups and other networks and initiatives which facilitate the opportunity to come together as a community in conversation, education, and moments of celebration and change.

RIVIAN AUTOMOTIVE, INC.

Our Commitment to Diversity, Equity, Inclusion, and Belonging

At Rivian, we believe that forever is for EVERYONE and this philosophy is symbiotic with our mission to Keep the World Adventurous Forever.

Belonging is the outcome of Diversity, Equity, and Inclusion.

It is a cultural imperative, is intentionally woven in all we do, and is a key driver of our values.

Belonging is about building cultures, celebrating each other, and fostering communities where we feel a deep sense of connectedness, like we are a part of the larger whole and can thrive in those spaces.

Below are our Operating Principles that anchor all of our work for Belonging:

• Representation Matters.

There is undeniable power in representation and attracting, hiring, and retaining diverse talent at all levels is key.

• Diverse Teams are Better Teams.

They bring broader perspective and experiences that enable us to innovate and solve big problems.

• Self-Awareness is the Gateway to Learning.

Being the bridge to a new way of thinking and working together starts with us as individuals.

• Embedding Equitable Practices is Key.

Equity is intentionally built into our broader people and talent processes with clear accountabilities for our leaders.

To support, facilitate, and drive towards the goal of Belonging for all, Rivian continues to develop a full range of internal programs and offerings for our employees.

This includes internal mobility, career development, strategic hiring programs, commitments to inclusion through allyship, and learning and development initiatives.

In addition, we offer Belonging Resource Groups and other networks which facilitate the opportunity for our communities to come together in conversation, education, moments of celebration, and in times of change.

All are welcome.

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We believe we have a responsibility and opportunity to play a role in the global economic transition to net zero emissions.

• measure and report GHG emissions annually;

• implement decarbonization strategies in line with the The Climate Pledge through real business change and innovations, including efficiency improvements, renewables, designing for sustainability, and other carbon abatement strategies;

• power our operations with 100% clean, renewable energy over time;

• take actions to remove any remaining emissions and/or neutralize them with quantifiable, real, permanent, and socially beneficial offsets to become carbon neutral.

Our climate commitment is backed by our focus on applying sustainable practices across all facets of our business:

• Development.

In developing our products, we have designed for efficient energy use and are planning for end of vehicle life.

Repairability, recyclability, and reusability will be part of our product design.

Beyond designing systems that can be easily recycled, our precise understanding of the health of every vehicle positions us to support maintaining the vehicles well beyond the first customer.

Beyond thinking about extending vehicle life, we plan to repurpose or reclaim our battery packs and metals and remanufacture a number of high value components to be used for service parts.

We are one of the signatories to The Climate Pledge, through which signatories commit to reaching net-zero carbon emissions by 2040.

• measure and report our GHG emissions;

• implement decarbonization strategies in line with The Climate Pledge through real business change and innovations, including energy efficiency improvements, renewable energy use, designing for circularity of materials, and other carbon abatement strategies;

• power charging on the Rivian Adventure Network and Rivian Waypoints Network with 100% renewable energy, which may be achieved by a variety of mechanisms, including, but not limited to, power purchase agreements and the purchase of renewable energy credits.

Our climate commitment is backed by our current focus on applying sustainable practices across several facets of our business:

• Product Development.

Rivian’s products are being designed to reduce impact on the environment over their life cycle.

This includes looking to incorporate sustainable materials versus conventional, prioritizing energy efficiency, and recycling key materials.

We are integrating recycled content, material utilization, and other sustainability metrics directly into the product requirements so impact can be reduced at the earliest stages of design.

Advanced diagnostics allow us to identify areas to optimize battery and overall vehicle health which may increase the use phase of our vehicles.

We also track and forecast the carbon footprint of design iterations throughout the product development process to provide teams with the ability to integrate sustainability into daily decision-making.

• Operations.

Like any company, we use resources to operate.

Our goal is to do so efficiently and thoughtfully.

We utilize adaptive-reuse construction practices, efficient energy management across our facilities, recyclable or reusable shipping materials at our plant, and streamlined logistics across our distribution channels.

Our team is dedicated to quantifying our climate impact and improving how we operate currently and into the future.

• Manufacturing.

Our net zero goal requires a tenacious commitment to manufacturing innovation.

We will work with our materials suppliers and supply chain partners on sustainable sourcing practices and audit waste streams to gather the data needed to drive our efforts to use materials more responsibly.

As we expand production at our

Our goal is to do so efficiently and thoughtfully at our existing facilities and new facilities as we grow and scale our business.

Our team is dedicated to measuring our GHG emissions and decarbonizing our operations.

Where possible, we utilize energy management systems, purchase recycled and reusable packaging materials, and actively utilize rail across our distribution channels to reduce our

RIVIAN AUTOMOTIVE, INC.

Normal Factory, and build new sites to support our growth, environmental impact will be a significant factor in our planning and the outcomes we achieve.

logistics related carbon footprint.

Rivian is pursuing a high performance, energy efficient central thermal building for our future production facility, which will provide higher quality and better operational performance over the life of the system than comparable options.

Rivian evaluates operational design decisions through a lens of total cost of ownership to highlight the long-term value of energy reduction strategies for the business.

As we expand production capacity at our Normal Factory and build new sites to support our growth, we intend that environmental impact will be a significant factor in our planning.

We are making progress on powering our charging network and production facilities with renewable energy.

Philanthropic Activities and Corporate Giving

At Rivian, we believe sustainable and inclusive business is vital to society, the environment, and humanity’s continued prosperity.

Our philanthropic mission is focused on helping to Keep the World Adventurous Forever by preserving our natural systems for future generations.

As part of this commitment, Forever was set up to expand our impact beyond the transportation and energy products and services we make and the associated competition they inspire.

We aim to go further to address climate change and preserve the critical biodiversity needed for our planet’s long term survival.

We intend to focus on high impact climate initiatives and preserving bio-diverse land, as these natural landscapes and seascapes are powerful carbon sinks, pulling carbon dioxide from the atmosphere and storing carbon in soil, grasses, shrubs, trees, coral reefs, sea grasses, and ocean floor sediments.

We believe that these preservation efforts will help create a forcing function that helps drive the world to shift to more sustainable consumption behaviors and preserve the planet and its atmosphere for the many generations that will follow us.

In addition to land conservation and sustainable consumption initiatives, Forever will include research and educational stewardship intended to help communities understand, appreciate, and learn how to preserve our planet’s natural resources for future generations.

Just as we strive to make the outdoors accessible to all, we need to make sure that we get as much of the world as possible engaged in the transition to a sustainable future.

Forever is comprised of two separate entities:

Forever by Rivian, Inc., a 501(c)(4) social welfare organization (“Forever by Rivian”), and a 501(c)(3) non-operating private foundation (the “Rivian Foundation”).

In conjunction with our initial public offering (“IPO”), the Company donated approximately 8 million shares of Class A common stock and $20 million in cash as the initial funding of Forever by Rivian.

By funding Forever by Rivian with our equity, the natural world will become a stakeholder in our success and as our company’s value grows by transitioning our customers to sustainable transportation solutions, so will the value of our impact and philanthropic giving creating a virtuous cycle of impact.

With this sizable initial funding, we have no short-term plans to provide additional direct funding to Forever by Rivian in the future.

This is a critical moment where we must come together for the next generation.

That is what we are trying to inspire — to Keep the World Adventurous Forever.

Our philanthropic mission is focused on helping to Keep the World Adventurous Forever by preserving the planet for future generations.

Through a non-operating private foundation currently seeking 501(c)(3) designation (the “Rivian Foundation”), Forever by Rivian, Inc., a 501(c)(4) social welfare organization (“Forever by Rivian”), and efforts by Rivian directly (collectively, “Forever”), we intend to expand our impact beyond the transportation and energy products and services we make and the associated competition they inspire.

We aim for Forever to go further to address climate change and to help preserve the critical biodiversity needed for our planet’s long term survival.

Corporate Information

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Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available, free of charge, on our Investor Relations website at https://rivian.com/investors as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed with or furnished to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) and 15(d) of the “Exchange Act”, are available, free of charge, on our Investor Relations website at https://rivian.com/investors as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

The SEC maintains a website at http://www.sec.gov that contains reports, proxy, information statements and other information regarding registrants that file electronically with the SEC.

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Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings, and public conference calls and webcasts.

RIVIAN AUTOMOTIVE, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business