Rivian Automotive, Inc. / DE 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Rep ort of KPMG LLP - Independent Registered Public Accounting Firm (PCAOB ID: 185 ) 76 Consolidated Financial Statements Consolidated Balance Sheets 79 Consolidated Statements of Operations 80 Consolidated Statements of Comprehensive Loss 80 Consolidated Statements of Changes in Stockholders’ Equity 81 Consolidated Statements of Cash Flows 82 Notes to Consolidated Financial Statements 83 75 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Rivian Automotive, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rivian Automotive, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the warranty reserve As discussed in Note 5 to the consolidated financial statements, the Company’s product warranty reserve as of December 31, 2024 was $473 million. The Company provides a manufacturer’s warranty on new consumer vehicles and a warranty reserve is recorded at the time of sale. The warranty reserve is an actuarial estimate of the projected costs to repair, replace, or adjust defective component parts under the applicable warranty period. These estimates are based on an analysis of actual claims incurred to date and expectations of the nature, frequency, and costs of future claims by vehicle cohort, which may leverage benchmark data. 76 We identified the evaluation of the warranty reserve as a critical audit matter. Evaluating the Company’s expected frequency of future claims used to determine the warranty reserve required especially subjective auditor judgment and the use of actuarial professionals with specialized skills and knowledge due to the Company’s limited history of vehicle sales. The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the warranty reserve. We performed sensitivity analyses over the Company’s expected frequency of future claims assumption to assess the impact of changes in that assumption on the Company’s determination of the warranty reserve. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s warranty reserve process, including controls related to the Company’s determination of the expected frequency of future claims assumption. We compared the data used by the Company in developing its actuarial estimate of expected frequency of future claims to relevant claims and sales documentation. We assessed the Company’s estimated warranty cost per vehicle by comparing it to other automotive companies with more historical claim experience using publicly available information. We involved actuarial professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s estimated future claims by comparing it to an actuarial estimate that was developed utilizing the Company’s actual claims incurred to date • assessing the Company’s expected frequency of future claims by independently developing an estimate of future claims development patterns using the Company’s actual claims incurred to date. /s/ KPMG LLP We have served as the Company’s auditor since 2021. Detroit, Michigan February 24, 2025 77 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Rivian Automotive, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Rivian Automotive, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Detroit, Michigan February 24, 2025 78 RIVIAN AUTOMOTIVE, INC. CONSOLIDATED BALANCE SHEETS (in millions, except per share amounts) December 31, 2023 December 31, 2024 ASSETS Current assets: Cash and cash equivalents (Note 6) $ 7,857 $ 5,294 Short-term investments ( Note 6 ) 1,511 2,406 Accounts receivable, net (Note 2) 161 443 Inventory (Note 7 ) 2,620 2,248 Other current assets 164 192 Total current assets 12,313 10,583 Property, plant, and equipment, net ( Note 8 ) 3,874 3,965 Operating lease assets, net ( Note 9 ) 356 416 Other non-current assets 235 446 Total assets $ 16,778 $ 15,410 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 981 $ 499 Accrued liabilities ( Note 11 ) 1,145 835 Current portion of deferred revenues, lease liabilities, and other liabilities 361 917 Total current liabilities 2,487 2,251 Long-term debt ( Note 10 ) 4,431 4,441 Non-current lease liabilities ( Note 9 ) 324 379 Other non-current liabilities 395 1,777 Total liabilities 7,637 8,848 Commitments and contingencies ( Note 16 ) Stockholders' equity: Preferred stock, $ 0.001 par value; 10 shares authorized and 0 shares issued and outstanding as of December 31, 2023 and 2024 — — Common stock, $ 0.001 par value; 3,508 and 3,508 shares authorized and 968 and 1,131 shares issued and outstanding as of December 31, 2023 and 2024, respectively (Note 15) 1 1 Additional paid-in capital 27,695 29,866 Accumulated deficit ( 18,558 ) ( 23,305 ) Accumulated other comprehensive income (loss) 3 ( 4 ) Noncontrolling interest — 4 Total stockholders' equity 9,141 6,562 Total liabilities and stockholders' equity $ 16,778 $ 15,410 See accompanying notes to these consolidated financial statements. 79 RIVIAN AUTOMOTIVE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) Years Ended December 31, 2022 2023 2024 Automotive $ 1,554 $ 4,132 $ 4,486 Software and services 104 302 484 Total revenues (Note 4) 1,658 4,434 4,970 Automotive 4,666 6,150 5,693 Software and services 115 314 477 Total cost of revenues (Note 4) 4,781 6,464 6,170 Gross profit ( 3,123 ) ( 2,030 ) ( 1,200 ) Operating expenses Research and development (Note 2) 1,944 1,995 1,613 Selling, general, and administrative (Note 2) 1,789 1,714 1,876 Total operating expenses 3,733 3,709 3,489 Loss from operations ( 6,856 ) ( 5,739 ) ( 4,689 ) Interest income 193 522 385 Interest expense (Note 10) ( 103 ) ( 220 ) ( 318 ) Loss on convertible notes, net (Note 10) — — ( 112 ) Other income (expense), net 18 6 ( 7 ) Loss before income taxes ( 6,748 ) ( 5,431 ) ( 4,741 ) Provision for income taxes ( 4 ) ( 1 ) ( 5 ) Net loss ( 6,752 ) ( 5,432 ) ( 4,746 ) Less: Net income attributable to noncontrolling interest — — 1 Net loss attributable to common stockholders $ ( 6,752 ) $ ( 5,432 ) $ ( 4,747 ) Net loss attributable to common stockholders, basic and diluted $ ( 6,752 ) $ ( 5,432 ) $ ( 4,747 ) Net loss per share attributable to Class A and Class B common stockholders, basic and diluted (Note 17) $ ( 7.40 ) $ ( 5.74 ) $ ( 4.69 ) Weighted-average common shares outstanding, basic and diluted 913 947 1,013 *The prior periods have been recast to conform to current period presentation. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in millions) Years Ended December 31, 2022 2023 2024 Net loss $ ( 6,752 ) $ ( 5,432 ) $ ( 4,746 ) Other comprehensive (loss) income ( 2 ) 5 ( 7 ) Comprehensive loss ( 6,754 ) ( 5,427 ) $ ( 4,753 ) Less: Comprehensive income attributable to noncontrolling interest — — 1 Comprehensive loss attributable to common stockholders $ ( 6,754 ) $ ( 5,427 ) $ ( 4,754 ) See accompanying notes to these consolidated financial statements. 80 RIVIAN AUTOMOTIVE, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in millions) Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Non-controlling Interest Total Shares Amount BALANCE—December 31, 2021 900 $ 1 $ 25,887 $ ( 6,374 ) $ — $ — $ 19,514 Capital stock issuance including employee stock purchase plan 26 — 102 — — — 102 Stock-based compensation — — 937 — — — 937 Other comprehensive loss — — — — ( 2 ) — ( 2 ) Net loss — — — ( 6,752 ) — — ( 6,752 ) BALANCE—December 31, 2022 926 1 26,926 ( 13,126 ) ( 2 ) — 13,799 Capital stock issuance including employee stock purchase plan 42 — 63 — — — 63 Purchase of capped call options — — ( 108 ) — — — ( 108 ) Stock-based compensation — — 814 — — — 814 Other comprehensive income — — — — 5 — 5 Net loss — — — ( 5,432 ) — — ( 5,432 ) BALANCE—December 31, 2023 968 1 27,695 ( 18,558 ) 3 — 9,141 Capital stock issuance including employee stock purchase plan 68 — 61 — — — 61 Funding of 50 % interest in Rivian and VW Group Technology, LLC — — 89 — — 3 92 Conversion of convertible notes 95 — 1,133 — — — 1,133 Stock-based compensation — — 888 — — — 888 Other comprehensive loss — — — — ( 7 ) — ( 7 ) Net loss — — — ( 4,747 ) — 1 ( 4,746 ) BALANCE—December 31, 2024 1,131 $ 1 $ 29,866 $ ( 23,305 ) $ ( 4 ) $ 4 $ 6,562 See accompanying notes to these consolidated financial statements. 81 RIVIAN AUTOMOTIVE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2022 2023 2024 Cash flows from operating activities: Net loss $ ( 6,752 ) $ ( 5,432 ) $ ( 4,746 ) Depreciation and amortization 652 937 1,031 Stock-based compensation expense 987 821 692 Loss on convertible notes, net — — 112 Inventory LCNRV write-downs and losses on firm purchase commitments 920 107 — Other non-cash activities 82 115 28 Changes in operating assets and liabilities: Accounts receivable, net ( 76 ) ( 59 ) ( 282 ) Inventory ( 1,657 ) ( 1,604 ) 307 Other assets ( 36 ) ( 146 ) ( 221 ) Accounts payable and accrued liabilities 623 105 ( 572 ) Deferred revenue 61 149 1,619 Other liabilities 144 141 316 Net cash used in operating activities ( 5,052 ) ( 4,866 ) ( 1,716 ) Cash flows from investing activities: Purchases of short-term investments — ( 2,410 ) ( 4,392 ) Maturities of short-term investments — 925 3,553 Capital expenditures ( 1,369 ) ( 1,026 ) ( 1,141 ) Net cash used in investing activities ( 1,369 ) ( 2,511 ) ( 1,980 ) Cash flows from financing activities: Proceeds from issuance of capital stock including employee stock purchase plan 102 61 64 Proceeds from issuance of convertible notes — 3,195 1,000 Proceeds from funding of 50 % interest in Rivian and VW Group Technology, LLC — — 79 Purchase of capped call options — ( 108 ) — Other financing activities ( 3 ) ( 18 ) ( 7 ) Net cash provided by financing activities 99 3,130 1,136 Effect of exchange rate changes on cash and cash equivalents ( 2 ) 5 ( 3 ) Net change in cash ( 6,324 ) ( 4,242 ) ( 2,563 ) Cash, cash equivalents, and restricted cash—Beginning of period 18,423 12,099 7,857 Cash, cash equivalents, and restricted cash—End of period $ 12,099 $ 7,857 $ 5,294 Supplemental disclosure of cash flow information: Cash paid for interest $ 88 $ 169 $ 279 Supplemental disclosure of non-cash investing and financing activities: Capital expenditures included in liabilities $ 364 $ 374 $ 423 Capital stock issued to settle bonuses $ — $ 137 $ 179 Conversion of convertible notes $ — $ — $ 1,133 *The prior periods have been recast to conform to current period presentation. See accompanying notes to these consolidated financial statements. 82 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. 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 i s 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). 83 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For each accounting topic that is addressed in a separate footnote, the description of the accounting policy can be found in the related footnote. Other significant accounting policies are described below. Use of Estimates Accounting estimates are an integral part of the 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. Estimates are used for, but not limited to, warranty reserves, inventory valuation, property, plant, and equipment, leases, income taxes, stock-based compensation, commitments and contingencies, residual value risk sharing (“RVRS”) liability, and other revenue transactions. The Company believes that the accounting estimates and related assumptions employed in the consolidated financial statements 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 the original estimates, requiring adjustments to estimated amounts in future periods. Accounts Receivable, Net Accounts receivable primarily consist of amounts due from customers for the sale of EVs and regulatory credits and are reported at the invoiced amount, less an allowance for any potential uncollectible amounts. The Company’s allowance for uncollectible amounts was not material as of December 31, 2023 and 2024. 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 Consolidated Balance Sheets in either Other current assets or Current portion of deferred revenues, lease liabilities, and other 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 Consolidated Statements of Operations and cash flows in “Cash flows from operating activities” in the 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 asset, liability, and aggregate notional amount resulting from the Company’s commodity contracts were not material as of December 31, 2023 and 2024. These derivatives are economic hedges used to manage overall price risk and have not been designated as hedging instruments. During the years ended December 31, 2023 and 2024, losses and gains resulting from changes in fair value were not material. 84 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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, accounts receivable, 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. The Company is exposed to credit risk on accounts receivable to the extent that counterparties are unable to pay for the sales transaction 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 senior secured asset-based revolving credit facility (“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, 2023 and 2024, 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, accounts receivable, and customer deposits. As of December 31, 2023 and 2024, the counterparties to the Company’s derivative instruments, the ABL Facility lenders, and Chase Bank (as a source of accounts receivable, see Note 4 "Revenues" for more information) 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 raw materials or components for the Company’s products. Any inability or unwillingness of the Company’s suppliers to deliver necessary raw materials or product components, 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 raw materials or product components and supply interruptions or shortages could materially impact the Company’s business. Impairment of Long-Lived Assets Property, plant, equipment, and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset group may not be fully recoverable. Events that trigger a test for recoverability include material adverse changes in projected revenues and expenses, present cash flow losses combined with a history of cash flow losses or a forecast that demonstrates significant continuing losses, significant negative industry or economic trends, a current expectation that a long-lived asset group will be disposed of significantly before the end of its useful life, a significant adverse change in the manner in which an asset group is used or in its physical condition, or when there is a change in the asset grouping. When an indicator of impairment is present, the Company assesses the risk of impairment based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist against the carrying value of the asset group. Impairment exists when the carrying value of the asset group exceeds the estimated future undiscounted cash flows generated by those assets. The Company records an impairment charge for the difference between the carrying value of the asset group and its estimated fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition. Employee Benefit Plan The Company provides a defined contribution plan for substantially all employees in the United States in which the Company provides discretionary matching contributions. The Company’s matching contributions to the defined contribution plan for the years ended December 31, 2022, 2023 and 2024 were not material. 85 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Research and Development Costs R&D costs consist primarily of personnel costs for teams in engineering and research, prototyping expenses, consulting and contractor expenses, amortized equipment costs, and allocation of indirect costs. R&D costs also include the cost of vehicle electrical architecture and software development services funded by the Company (see Note 1 "Presentation and Nature of Operations" , Note 4 "Revenues" , and Note 19 "Variable Interest Entities" for more information). Most R&D costs are recognized as expenses as incurred. Selling, General, and Administrative SG&A expenses consist primarily of personnel costs for teams in sales, service, facilities, corporate, executive, finance, and other administrative functions, as well as outside professional services, including legal, accounting, and audit services. SG&A expenses also include allocated facilities expenses such as rent and depreciation, and other general corporate expenses such as travel and recruiting expenses. Advertising costs are recorded in “Selling, general, and administrative” in the Consolidated Statement of Operations as they are incurred. The advertising costs recognized during the years ended December 31, 2022, 2023 and 2024 were not material. 3. NEW ACCOUNTING STANDARDS Recently Adopted And Upcoming Accounting Standards Not Yet Adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures updates required disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, though early adoption is permitted. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU for the year ended December 31, 2024 and applied the amendments retrospectively to all prior periods presented in the consolidated financial statements (see Note 18 "Segment Information" ). ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances the transparency and usefulness of income tax disclosures. The updates are effective for annual periods beginning after December 15, 2024 on a prospective or retrospective basis, though early adoption is permitted. The Company is currently evaluating the presentational impact of this ASU and expects to adopt in the year ended December 31, 2025. In March 2024, the SEC issued a final rule under SEC Release Nos. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors.” The rule requires disclosure of material climate-related information outside of the audited financial statements and disclosure in the footnotes addressing specified financial statement effects of severe weather events and other natural conditions above certain financial thresholds, certain carbon offsets, and renewable energy credits or certificates. The standard is effective for the Company's 2025 Annual Report on Form 10-K. In April 2024, the SEC released an order staying this final rule pending judicial review of all the petitions challenging the rule. The Company is in the process of analyzing the expected impact of the rule and related litigation on the Company‘s disclosures. 86 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 4. REVENUES The following table disaggregates revenue by major source (in millions): Years Ended December 31, 2022 2023 2024 New electric vehicles $ 1,554 $ 4,059 $ 4,161 Regulatory credits — 73 333 Software and services 104 302 476 Total revenues $ 1,658 $ 4,434 $ 4,970 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. 87 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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): December 31, 2023 December 31, 2024 Current portion of deferred revenues, lease liabilities, and other liabilities $ 88 $ 552 Other non-current liabilities 133 1,288 Total contract liabilities $ 221 $ 1,840 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. 88 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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). 5. WARRANTY AND FIELD SERVICE ACTIONS The Company provides a manufacturer’s warranty on new consumer vehicles. A warranty reserve is recorded at the time of sale and once a specific field service action has been identified. The amount reserved is comprised of an actuarial estimate of the projected costs to repair, replace, or adjust defective component parts under the applicable warranty period and the estimated cost of identified field service actions. These estimates are based on an analysis of actual claims incurred to date and future expectations about the nature, frequency, and cost of future claims by vehicle cohort, which may leverage benchmark data. The Company re-evaluates the adequacy of the warranty reserve on a regular basis and makes revisions when appropriate. Warranty estimates are inherently uncertain, especially given the Company’s limited history of sales, and more historical experience or updates to projections and benchmarks may cause material changes to the warranty reserve in the future. The following table summarizes the Company’s warranty reserve recorded by line item on the Consolidated Balance Sheets (in millions): December 31, 2023 December 31, 2024 Current portion of deferred revenues, lease liabilities, and other liabilities $ 91 $ 146 Other non-current liabilities 184 327 Total warranty reserve $ 275 $ 473 Warranty expense is recorded as a component of automotive cost of revenues in the Company’s Consolidated Statements of Operations . The Company’s warranty and field service action activity for the year ended December 31, 2022 was primarily for warranties issued during the period. The following table presents the warranty and field service action activity within the reserve for the years ended December 31, 2023 and 2024 (in millions): Year Ended December 31, 2023 2024 Beginning balance $ 100 $ 275 Warranties issued in period 233 261 Adjustments to pre-existing warranties ( 22 ) 5 Warranty costs incurred ( 36 ) ( 68 ) Ending balance $ 275 $ 473 6. FAIR VALUE MEASUREMENTS Cash and cash equivalents include cash in banks, highly liquid investments, and term deposits with maturities of three months or less recorded in “Cash and cash equivalents” on the Consolidated Balance Sheets . Short-term investments are available-for-sale debt securities and term deposits with maturities over three months recorded in “Short-term investments” on the Consolidated Balance Sheets . As the Company views these securities as available to support current operations, highly liquid securities with maturities beyond 12 months are classified as current assets. The Company’s available-for-sale debt securities are measured at fair value with unrealized gains and losses recorded in “Other comprehensive (loss) income” in the Consolidated Statements of Comprehensive Loss and reclassified to net loss upon maturity or sale of the security. Term deposits are recorded at cost, which approximates fair value due to their short time to maturity. Interest receivable on cash 89 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS equivalents and short-term investments is recorded in “Other current assets” on the Consolidated Balance Sheets and was not material of December 31, 2023 and 2024. A three-level valuation hierarchy, based upon observable and unobservable inputs, is used for fair value measurements. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions based on the best evidence available. These two types of inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets • Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations whose significant inputs are observable • Level 3 – Instruments with model-derived valuations whose significant inputs are unobservable 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, 2023 December 31, 2024 Level Amount (in millions) Level Amount (in millions) Cash and cash equivalents: Cash $ 1,245 $ 1,157 Money market funds 1 6,070 1 3,868 Commercial paper 2 517 2 184 United States Treasury securities 1 25 1 60 Other items 1 — — 2 25 Total cash and cash equivalents $ 7,857 $ 5,294 Short-term investments: United States Treasury securities 1 $ 1,061 1 $ 993 Term deposits 2 450 2 475 Commercial paper — — 2 378 Corporate bonds — — 2 374 Certificates of deposit — — 2 141 Other items 2 — — 2 45 Total short-term investments 3 $ 1,511 $ 2,406 Total cash and cash equivalents and short-term investments $ 9,368 $ 7,700 1 Includes certificates of deposit, corporate bonds, and yankee bonds. 2 Includes yankee bonds and agency discount notes. 3 As of December 31, 2024, $ 289 million is due between 12 and 18 months. As of December 31, 2023 and 2024, 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 10 "Debt" for more information about the fair value of the Company’s derivative instruments and debt, respectively. 90 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7. INVENTORY AND INVENTORY VALUATION 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 Company primarily calculates the carrying value of inventory using standard cost, which approximates actual cost on the first-in, first-out (“FIFO”) basis. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion. The Company assesses the valuation of inventory and periodically adjusts its carrying value for estimated excess and obsolete inventory based upon expectations of future demand and market conditions, as well as damaged or otherwise impaired goods. The following table summarizes the components of “Inventory” on the Consolidated Balance Sheets (in millions): December 31, 2023 December 31, 2024 Raw materials and work in progress $ 1,584 $ 1,351 Finished goods 1,036 897 Total inventory $ 2,620 $ 2,248 The carrying value of the Company’s inventory was written down by $ 319 million and $ 66 million from its cost to its NRV as of December 31, 2023 and 2024, respectively. Additionally, the Company has a liability for LCNRV losses related to firm purchase commitments of $ 126 million and $ 5 million as of December 31, 2023 and 2024, respectively, which is reflected in the “Inventory” component of “Accrued liabilities” on the Consolidated Balance Sheets . Refer to Note 11 "Accrued Liabilities" for more information about Accrued liabilities. The net impact of LCNRV write-downs and the change in accrued liabilities for losses on firm purchase commitments was $ 920 million and $ 107 million during the years ended December 31, 2022 and 2023, respectively, and recorded in automotive cost of revenues in the Consolidated Statements of Operations . Because the $ 121 million year-over-year decrease in losses on firm purchase commitments exceeded the $ 66 million LCNRV write-down on the carrying value of inventory as of December 31, 2024, the Company did not have a net non-cash loss for inventory LCNRV write-downs and losses on firm purchase commitments during the year ended December 31, 2024; that is, the net loss for inventory LCNRV write-downs and losses on firm purchase commitments was realized into cash losses. 91 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant, and equipment are recorded at cost, net of accumulated depreciation and impairments. Costs of routine maintenance and repair are recognized as expenses when incurred. The Company capitalizes certain qualified costs incurred in connection with the development of software used internally. Costs incurred during the application development stage are evaluated to determine whether the costs meet the criteria for capitalization. Costs related to preliminary project activities and post implementation activities that are not incremental upgrades, including maintenance, are recognized as expenses as incurred. Property, plant, and equipment are primarily depreciated using the straight-line method over the estimated useful life of the asset. Land is not depreciated. The following table summarizes the components of “Property, plant, and equipment, net” on the Consolidated Balance Sheets (in millions): Estimated Useful Lives December 31, 2023 December 31, 2024 Land, buildings, and building improvements 10 to 30 years $ 972 $ 1,085 Leasehold improvements Shorter of 10 years or lease term 417 502 Machinery, equipment, vehicles, and office furniture 2 to 10 years 3,068 3,925 Computer equipment, hardware, and software 3 to 5 years 515 610 Construction in progress 698 621 Total property, plant, and equipment 5,670 6,743 Accumulated depreciation and amortization ( 1,796 ) ( 2,778 ) Total property, plant, and equipment, net $ 3,874 $ 3,965 Depreciation and amortization expense for property, plant, and equipment was $ 647 million, $ 917 million, and $ 1,000 million for the years ended December 31, 2022, 2023 and 2024, respectively. 9. LEASES The Company leases real estate, machinery, equipment, and vehicles under agreements with contractual periods ranging from approximately 1 month to 24 years. Leases generally contain extension or renewal options, and some leases contain termination options. After considering all relevant economic and financial factors, the Company includes periods covered by renewal or extension options that are reasonably certain to be exercised in the lease term and excludes periods covered by termination options that are reasonably certain to be exercised from the lease term. The Company determines whether a contractual arrangement is or contains a lease at inception. The Company has lease agreements with lease and non-lease components and has elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, with the exception of leases of real estate which is comprised of land and buildings. For leases of land and buildings, the Company accounts for each component separately based on the relative estimated standalone price of each component. At lease commencement, the Company measures the lease liability at the present value of lease payments not yet paid. All variable payments that are not based on a market rate or an index (e.g., the Consumer Price Index) are excluded from the measurement of the lease liability and instead are recognized as expense when probable the payments will be made. Because the discount rate implicit in the lease is not determinable for most leases, the Company determines the appropriate discount rate using the estimated incremental borrowing rate for the lease based on the information available at lease commencement. Right-of-use assets are measured at the amount of the lease liability, adjusted for prepaid or accrued lease payments, lease incentives, and initial direct costs incurred, as applicable. The Company, the State of Georgia, and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County (“JDA”) entered into a development agreement in May 2022 to build the Stanton Springs North Facility. In November 2023, the Company and the JDA entered into a rental agreement, a bond purchase agreement, and an option agreement, pursuant to which the JDA is leasing land to the Company in exchange for the Company making rent payments 92 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS totaling $ 309 million over the lease term. The noncancelable lease term is four years , with automatic extensions that are reasonably certain to be utilized. The lease expires in December 2047 unless earlier terminated per the terms of the agreements. The lease is classified as a finance lease as the Company is reasonably certain to exercise a purchase option at expiration. Lease expense for operating leases is comprised of rent expense recognized on a straight-line basis over the lease term and amortization of right-of-use assets recognized as the difference between rent expense and imputed interest on the liability using the effective interest method. Lease expense for finance leases is comprised of interest expense on the liability recognized using the effective interest method and amortization of the right-of-use assets recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term. The Company does not recognize right-of-use assets and lease liabilities for short-term leases with an original lease term of 12 months or less. Instead, expense representing the rent payments is recognized on a straight-line basis over the lease term. Lease assets are recorded net of accumulated amortization. The following tables present the carrying value of operating and finance lease right-of-use assets and lease liabilities recorded within the corresponding line items on the Company’s Consolidated Balance Sheets (in millions): Operating Leases December 31, 2023 December 31, 2024 Operating lease assets, net $ 356 $ 416 Current portion of deferred revenues, lease liabilities, and other liabilities $ 85 $ 98 Non-current lease liabilities 324 379 Total operating lease liabilities $ 409 $ 477 Finance Leases December 31, 2023 December 31, 2024 Property, plant, and equipment, net $ 76 $ 82 Current portion of deferred revenues, lease liabilities, and other liabilities $ 3 $ 2 Other non-current liabilities 76 85 Total finance lease liabilities $ 79 $ 87 The following table summarizes the contractual maturities of lease liabilities as of December 31, 2024 (in millions): Operating Leases Finance Leases 2025 $ 139 $ 4 2026 120 4 2027 107 4 2028 78 3 2029 62 12 Thereafter 126 288 Total undiscounted liabilities 632 315 Less: Present value discount ( 155 ) ( 228 ) Total lease liabilities $ 477 $ 87 93 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The future minimum lease payments for operating and finance leases that have not yet commenced are not material. The leases will commence in 2025 and 2026 with lease terms ranging from 5 to 10 years. Total lease cost for the years ended December 31, 2022, 2023 and 2024 was $ 86 million, $ 134 million, and $ 180 million, respectively, comprised primarily of operating lease cost, and recorded in “Selling, general, and administrative”, “Research and development”, and “Cost of revenues” in the Consolidated Statements of Operations . The weighted average remaining lease term and weighted average discount rate for leases were as follows: December 31, 2022 December 31, 2023 December 31, 2024 Weighted average remaining operating lease term (in years) 5.9 5.3 5.4 Weighted average operating lease discount rate 7.0 % 8.9 % 9.9 % Weighted average remaining finance lease term (in years) Not material 22.1 21.4 Weighted average finance lease discount rate Not material 10.7 % 11.4 % Supplemental cash flow information related to leases is as follows (in millions): Years Ended December 31, 2022 2023 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 65 $ 102 $ 134 Right-of-use assets obtained in exchange for operating lease liabilities (non-cash) $ 158 $ 111 $ 174 Right-of-use assets obtained in exchange for finance lease liabilities (non-cash) Not material $ 80 $ 6 10. DEBT The following table summarizes the Company’s outstanding debt: December 31, 2023 December 31, 2024 Maturity Amount (in millions) Effective Interest Rate Amount (in millions) Effective Interest Rate Long-term debt 2026 Notes 2026 $ 1,250 12.0 % $ 1,250 11.0 % 2029 Green Convertible Notes 2029 1,500 4.9 % 1,500 4.8 % 2030 Green Convertible Notes 2030 1,725 3.8 % 1,725 3.8 % Total long-term debt 4,475 4,475 Less unamortized discount and debt issuance costs ( 44 ) ( 34 ) Long-term debt, less unamortized discount and debt issuance costs $ 4,431 $ 4,441 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, maturing April 2028 (unless due earlier pending the maturity of certain debt exceeding $ 200 million). The $ 1,500 million revolving commitment of the facility has an annual interest rate between 1.25 % and 1.75 %, plus the daily Secured Overnight Financing Rate (“SOFR”), plus a credit spread adjustment of 0.10 %, subject to a 0.00 % floor. In addition, the Company is required to pay a quarterly commitment fee between 0.20 % and 0.25 % per annum based on the unused portion of the ABL Facility. Availability under the ABL Facility is based on the lesser of the borrowing base and the committed $ 1,500 million cap and is reduced by borrowings and the issuance of letters of credit, with a letter of credit sub-limit of $ 1,000 million. In April 2023, all the restricted cash associated with the ABL Facility was released. The ABL Facility is secured by certain assets of the Company and contains certain affirmative and negative covenants and conditions to borrowing or taking other actions that restrict certain of the Company’s subsidiaries’ ability to, among other things, incur debt, grant liens, make investments, enter into certain transactions with affiliates, pay dividends, and prepay junior or unsecured 94 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS indebtedness, subject to certain exceptions. The covenants include a minimum liquidity requirement and fixed charge coverage ratio calculated quarterly. As of December 31, 2024, the Company had no borrowings under the ABL Facility and $ 137 million of letters of credit outstanding, resulting in availability under the ABL Facility of $ 1,363 million after giving effect to the borrowing base and the outstanding letters of credit. As of December 31, 2024, 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 (“2026 Notes”) to new and existing investors of the Company. Proceeds received, net of a $ 25 million original issue discount may be used for general corporate purposes. The 2026 Notes bear interest at (x) six-month SOFR, subject to a 1.00 % floor, plus (y) the credit spread adjustment of 0.43 %, plus (z) 5.6 % per annum. As of December 31, 2024, the contractual interest rate on the notes was 10.5 %. Interest on the 2026 Notes is paid in cash semi-annually in arrears on April 15 and October 15 of each year. The Company has the option to redeem the notes at any time at 100 % of the principal amount of the 2026 Notes, plus any applicable premium. The 2026 Notes are secured by a second priority security interest in the same assets in which the ABL Facility has a first priority security interest and are guaranteed by certain subsidiaries of the Company. The 2026 Notes contain a number of customary covenants similar to the covenants under the ABL Facility, including the same minimum liquidity covenant. As of December 31, 2024, the Company was in compliance with all covenants required by the 2026 Notes. The Company’s 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, 2023 and 2024, the fair value of the 2026 Notes was $ 1,250 million and $ 1,256 million, respectively. Green Convertible Notes 2029 Green Convertible Notes In March 2023, the Company issued $ 1,500 million principal amount of 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 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. 95 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2023 and 2024, the fair value of the 2029 Green Convertible Notes was $ 2,110 million and $ 1,591 million, respectively. 2030 Green Convertible Notes In October 2023, the Company issued $ 1,725 million principal amount of the 2030 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 2030 Green Convertible Notes accrue interest at a rate of 3.625 % per annum, payable semi-annually in arrears on April 15 and October 15. Before July 15, 2030, the 2030 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 July 15, 2030, the 2030 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 42.929 shares of common stock per $1,000 principal amount of 2030 Green Convertible Notes, which represents an initial conversion price of approximately $ 23.29 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 2030 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 October 20, 2027 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 2030 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 2030 Green Convertible Notes contain a number of customary covenants. The 2030 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 December 31, 2023 and 2024, the fair value of the 2030 Green Convertible Notes was $ 2,121 million and $ 1,611 million, respectively. The Company intends to use the net proceeds from the 2029 Green Convertible Notes and 2030 Green Convertible Notes (together the “Green Convertible Notes”) 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 green financing framework. Capped Calls In October 2023, in connection with the issuance of the 2030 Green Convertible Notes, the Company paid $ 108 million to purchase privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions. The initial strike price of the Capped Calls is approximately $ 23.29 per share of the Company’s Class A common stock, which is the initial conversion price of the 2030 Green Convertible Notes. The initial cap price of the Capped Calls is approximately $ 31.06 per share of the Company’s Class A common stock, which represents a premium of 70 % over the last reported sale price of the Company’s Class A common stock on October 5, 2023, and is subject to certain anti-dilution adjustments under the terms of the Capped Calls. The Capped Calls cover, subject to customary anti-dilution adjustments, the aggregate number of shares of the Company’s Class A common stock that initially underlie the 2030 Green Convertible Notes, and are expected generally to reduce potential dilution to the Company’s Class A common stock upon any conversion of the 2030 Green Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2030 Green Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Calls. 96 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Capped Calls are separate transactions entered into by the Company and the applicable counterparties, and are not part of the terms of the 2030 Green Convertible Notes, and do not affect any holder’s rights under the 2030 Green Convertible Notes or the indenture. Holders of the 2030 Green Convertible Notes do not have any rights with respect to the Capped Calls. As the Capped Calls are indexed to the Company’s own stock and qualified for equity classification, they were not accounted for as derivatives and were recorded as a reduction of the Company’s “Additional paid-in capital” on the Consolidated Balance Sheets and will not be remeasured. 2026 Convertible Note In June 2024, the Company issued a $ 1,000 million principal amount unsecured convertible promissory note due June 2026 (“2026 Convertible Note”) in a private placement pursuant to, and governed by, a convertible promissory note purchase agreement dated June 25, 2024, between the Company and Volkswagen International America Inc (“Volkswagen Group”). The 2026 Convertible Note accrued interest at 4.75 % per annum, payable semi-annually in arrears on June 15 and December 15. As the Company elected not to pay accrued interest in cash, such accrued interest was capitalized to the unpaid principal balance. The 2026 Convertible Note converted into shares of the Company’s Class A common stock in December 2024. Half of the then outstanding principal amount converted at a price of $ 10.8359 per share, and the remaining half converted at a price of $ 10.5733 per share, based on the Company’s 45 -trading day volume-weighted average price prior to the conversion date. The 2026 Convertible Note was eligible for prepayment and contained a number of affirmative and restrictive covenants. Upon issuance, the Company made an irrevocable election to account for the 2026 Convertible Note as a single hybrid instrument under the Fair Value Option (“FVO”). Under the FVO, the 2026 Convertible Note was initially recognized as a liability measured at issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting date prior to conversion with the change in fair value recognized in “Fair value gain (loss) on convertible note, net” in the Consolidated Statements of Operations . Interest was accrued in “Interest expense” in the Consolidated Statements of Operations . During the year ended December 31, 2024, the gain/(loss) on the 2026 Convertible Note was recognized in “Loss on convertible notes, net” in the Consolidated Statements of Operations and was calculated as follows (in millions): Year Ended December 31, 2024 Fair value of shares issued upon conversion $ 1,133 Unpaid principal balance plus accrued interest 1,021 Loss on conversion $ 112 Interest Expense “Interest expense” recorded in the Consolidated Statements of Operations during the year ended December 31, 2024 was primarily contractual interest expense. Volkswagen Group Loan Commitment In conjunction with the formation of the Joint Venture, the Company, together with Joint Venture Equityholder, and Volkswagen Group also entered into Loan Agreements providing for a committed $ 1,000 million term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. 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 for general corporate purposes. The Company’s loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $ 100 million of principal would be repaid each year in biannual installments of $ 50 million, with the balance of the principal amount due on the final maturity date. The loan may be prepaid at any time, in whole or in part, without any 97 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS prepayment premium or penalty. Interest on the loan will accrue at a fixed rate per annum that is determined at the time of funding. The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen International America, Inc., Volkswagen AG, and their affiliates, having a maturity of seven years on date of determination, plus (b) 25 basis points. Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. If and when funded, the per annum rate of interest on the loan is expected to be lower than a loan with comparable terms funded by a large financial institution. Accordingly, upon execution of the Loan Agreements, the $ 201 million fair value of the below-market funding commitment was included within Other non-current assets and Other non-current liabilities on the Consolidated Balance Sheets , as noncash consideration in the form of an advance payment for the services provided by the Joint Venture to develop, customize, and enhance Rivian’s existing vehicle electrical architecture and software technology for use in the customer’s future vehicle programs. See Note 4 "Revenues" for more information. If and when funded, the fair value of the below-market funding commitment will be recognized as “Interest expense” in the Consolidated Statements of Operations over the term of the loan. The below-market funding commitment is classified within Level 3 of the fair value hierarchy because it is valued using a discounted cash flow model containing unobservable inputs, including estimated yield curves applicable to both parties. Department of Energy Loan On January 16, 2025, Rivian New Horizon, LLC (the “Borrower”) and Rivian Automotive, Inc. (the “Sponsor”) entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the “LARSSA”) with the United States DOE, pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches, with the first tranche aggregate principal amount of up to approximately $ 3,355 million (the “Note A Loan”) and the second tranche aggregate principal amount of up to approximately $ 2,620 million (the “Note B Loan”, and together with the Note A Loan, the “DOE Loan”), to be provided by the FFB to the Borrower under DOE’s Advanced Technology Vehicles Manufacturing Program (the “ATVM Program”). The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility, which will be built in two production capacity blocks (the “Project”). The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower’s satisfaction of the conditions under the Loan tranche that is designated for the relevant Block. Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first Note A Advance, the Borrower achieving certain vehicle sales metrics prior to the first Note A Advance and first Note B Advance, making of required base equity contributions to fund certain Project costs, the granting to DOE of security over, among other things, Project assets and the execution of related security documents, the Borrower’s entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties. Note A Advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through April 16, 2031, and the loans comprised of Note A Advances will mature on March 15, 2045 (the “Note A Maturity Date”). The principal amount of the Note A Advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Advances will begin on June 15, 2030, and will be payable quarterly in arrears. Note B Advances may be requested, upon the satisfaction of certain conditions, from January 16, 2025 through May 15, 2032, and the loans comprised of Note B Advances will mature on June 15, 2041 (the “Note B Maturity Date”). The principal amount of the Note B Advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B Advances will begin on June 15, 2032, and will be payable quarterly in arrears. The interest rate associated with an ATVM Program loan is equal to the United States Treasury-equivalent yield curve with 0 % credit spread, set at each advance. The LARSSA contains representations and warranties, as well as informational, affirmative, and negative covenants that include, among others, requirements with respect to the construction and operation of the Project, compliance with all requirements of the ATVM Program, and limitations on the ability to incur indebtedness, incur liens, make investments or loans, enter into mergers or acquisitions, dispose of assets (including intellectual property with respect to the Project), pay dividends or make distributions on capital stock, prepay indebtedness, pay management, advisory or similar fees to affiliates, enter into certain material agreements and affiliate transactions, enter into new lines of business or enter into certain restrictive agreements. Certain covenants apply starting on the date that the LARSSA is signed, while other covenants, 98 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS including certain of the negative covenants, do not apply until the date of the first Note A Advance. The LARSSA also contains customary events of default, as well as customary notice periods and remedies with respect to the occurrence of an event of default. Inter-creditor agreements must be executed, and the terms of the ABL Facility and the 2026 Notes must be amended and/or refinanced in order for the Company to access the funds from this loan. 11. ACCRUED LIABILITIES The carrying value of “Accrued liabilities” on the Consolidated Balance Sheets includes the following components (in millions): December 31, 2023 December 31, 2024 Payroll and related costs $ 328 $ 167 Capital expenditures 263 306 Inventory 241 119 Other products and services 169 93 Other 144 150 Total accrued liabilities $ 1,145 $ 835 During the years ended December 31, 2022, 2023 and 2024, certain restructuring actions occurred in order to reduce costs and improve efficiency. As a result, $ 39 million , $ 38 million, and $ 48 million of severance expenses were recognized during the years ended December 31, 2022, 2023 and 2024, respectively. Accrued liabilities for severance expenses were not material as of December 31, 2024. 12. INCOME TAXES Components of Income Taxes The Company’s tax rate is generally a function of the tax rates in the jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction, and the relative amount of losses or income for which no tax benefit or expense is recognized due to a valuation allowance. The components of ”Loss before income taxes” in the Consolidated Statements of Operations are as follows (in millions): Years Ended December 31, 2022 2023 2024 United States $ ( 6,729 ) $ ( 5,406 ) $ ( 4,717 ) Foreign ( 19 ) ( 25 ) ( 24 ) Total loss before income taxes $ ( 6,748 ) $ ( 5,431 ) $ ( 4,741 ) Provisions are made for estimated United States and foreign income taxes which may be incurred on the reversal of the basis differences in investments in foreign subsidiaries and corporate joint ventures not deemed to be indefinitely reinvested. Based on United States tax regulations, the Company does not anticipate foreign earnings would be subject to United States taxation upon repatriation. However, distributions of unremitted foreign earnings would be subject to foreign withholding taxes. The Company maintains that all foreign earnings are indefinitely reinvested. Accordingly, provisions have not been made on the Company’s basis differences in investments that primarily result from earnings in foreign subsidiaries which are deemed indefinitely reinvested. If recorded, the deferred tax liability associated with indefinitely reinvested basis differences would be immaterial to the financial statements. Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to (i) temporary differences that exist between the carrying value of assets and liabilities and their respective tax bases and (ii) operating loss and tax credit carryforwards on a taxing jurisdiction basis. The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. 99 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In determining whether a valuation allowance is needed, all available evidence is considered, both positive and negative. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is recorded. As of December 31, 2024, the Company recorded valuation allowances of $ 6,228 million for the portion of deferred tax assets that is not expected to be realized. The valuation allowance on net deferred tax assets increased by $ 1,362 million during the year ended December 31, 2024. The change in the valuation allowance is primarily due to additional net United States deferred tax assets recognized during the year. The Company had no releases of valuation allowances for the years ended December 31, 2023 and 2024. The Company continues to monitor the realizability of the United States deferred tax assets considering multiple factors, including results of operations. A full valuation allowance on United States deferred tax assets will be maintained until there is sufficient evidence to support the reversal of all or some portion of the allowance. Release of all, or a portion, of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. A reconciliation of the provision for income taxes to its components at the United States statutory rate is shown below (in millions): Years Ended December 31, 2022 2023 2024 Federal income tax at statutory rate $ ( 1,417 ) $ ( 1,140 ) $ ( 996 ) State income taxes ( 267 ) ( 230 ) ( 206 ) Permanent items 5 ( 5 ) 17 Nondeductible stock-based compensation and 162(m) Limitation 70 63 74 Tax credits ( 264 ) ( 202 ) ( 177 ) Other 10 ( 26 ) ( 69 ) Valuation allowance 1,867 1,541 1,362 Provision for income taxes $ 4 $ 1 $ 5 *The prior periods have been recast to conform to current period presentation. The Company’s effective tax rate was 0 % for the years ended December 31, 2022, 2023 and 2024. Provision for income taxes relates primarily to current taxes on foreign operations for the years ended December 31, 2022, 2023 and 2024. 100 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Components of Deferred Tax Assets and Liabilities The components of deferred tax assets and liabilities are as follows (in millions): December 31, 2023 December 31, 2024 Deferred tax assets: Net operating loss and tax credit carryforwards $ 3,708 $ 4,621 Inventory 179 110 Deferred revenue 33 442 Operating lease liabilities 101 120 Stock-based compensation 88 49 Accrued liabilities 81 142 Research and development capitalization 804 925 Other 53 77 Total deferred tax assets 5,047 6,486 Less: valuation allowances ( 4,866 ) ( 6,228 ) Total net deferred tax assets 181 258 Deferred tax liabilities: Property, plant, and equipment ( 94 ) ( 75 ) Operating lease assets ( 86 ) ( 103 ) Loan commitment asset — ( 51 ) Other ( 1 ) ( 29 ) Total deferred tax liabilities ( 181 ) ( 258 ) Net deferred tax assets $ — $ — The majority of the Company's gross loss carryforwards are generated in the United States. Federal net operating losses (“NOLs”) generated by the Company through December 31, 2017 totaling $ 81 million may be carried forward for 20 years and begin to expire in 2035. These NOLs may fully offset taxable income in the year utilized. Under the Tax Cuts and Jobs Act, federal losses generated in tax years beginning after December 31, 2017, totaling $ 14,552 million, may be carried forward indefinitely; but their deduction is limited to 80% of annual taxable income. In addition, the Company has federal and state tax credit carryforwards of $ 739 million that can be carried forward for 20 years and begin to expire in 2039. The NOLs and tax credits are fully offset by a valuation allowance. Additionally, the Company has $ 12,637 million of carryforwards for state NOLs. Under Sections 382 and 383 of the Internal Revenue Code of 1986 (“Code”), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes (such as R&D tax credits) to offset its post-change income may be limited. If the Company experiences a greater than 50 percentage point aggregate change in ownership of certain significant stockholders over a three-year period, a Section 382 ownership change could be deemed to have occurred. If a Section 382 change occurs, the Company’s future utilization of the NOLs and credits as of the ownership change will be subject to an annual limitation under Section 382 of the Code and similar state provisions. Such an annual limitation may result in the expiration of NOLs before utilization. Due to previous ownership changes experienced by the Company, tax credits are limited in their utilization and the amounts above reflect such adjustment. NOLs are not expected to be limited. Unrecognized Tax Benefits The Company records uncertain tax positions using a two-step process. First, by determining whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and second; for those tax positions that meet the more-likely-than-not recognition threshold, by recognizing the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. When applicable, the Company includes interest and penalties related to income tax matters within the provision for income taxes. The Company had no accrued interest or penalties as of December 31, 2023 and 2024. 101 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s unrecognized tax benefits relate to the Company’s United States R&D tax credit. Because a full valuation allowance is maintained in the United States, there is no impact to the Consolidated Balance Sheets , and if recognized, none of the unrecognized tax benefit would impact the Company’s effective tax rate. The Company had the following activity related to unrecognized tax benefits (in millions): Years Ended December 31, 2023 2024 Beginning balance $ 38 $ 61 Additions for current year tax positions 15 17 Additions for tax positions of prior years 8 2 Ending balance $ 61 $ 80 Although it is possible that unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes or the impact on recognition and measurement considerations related to the results of published tax cases or similar activities, we do not anticipate any significant changes to unrecognized tax benefits over the next twelve months. The Company is subject to taxation and files income tax returns in the United States federal jurisdiction, plus state and foreign jurisdictions. Tax years after 2019 remain open in the Company’s major jurisdictions and are subject to examination by the taxing authorities. The Company is not currently under an income tax audit by any taxing authority. 13. 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 stock options, restricted stock units (“RSUs”), and other stock-based awards to employees, non-employee directors, and consultants. The Company’s stock options have seven - or ten-year contractual terms, and unvested stock options and RSUs generally are forfeited upon the termination of a grantee’s service. The Company has elected to recognize forfeitures as an adjustment to compensation expense for options and RSUs in the same period as the forfeitures occur. As of December 31, 2024, 56 million and 161 million shares were reserved for issuance under the 2015 Stock Plan and 2021 Stock Plan, respectively. Generally, the Company’s RSUs vest in quarterly installments based on a requisite service period of 2 to 4 years of continuous service. Stock options generally vest in annual installments based on a requisite service period of four years of continuous service. RSUs and options may contain performance conditions related to production and other targets. Expense is recognized on an accelerated basis for awards granted prior to the Company's November 2021 initial public offering (“IPO”) as the IPO was a performance condition. For awards granted after the IPO, the Company has elected to use the straight-line expense recognition on awards with only service conditions. Starting in the year ended December 31, 2022, the Company approved the payment of bonus incentives to be made under the 2021 Stock Plan in the form of stock-based awards, which vest immediately upon grant in the first quarter of each year. The bonus incentives are subject to certain performance conditions related to production and other targets. As of December 31, 2023 and 2024, the total amount of accrued stock-based bonus incentives was $ 188 million and $ 49 million within the “Payroll and related costs” component of “Accrued liabilities” on the Consolidated Balance Sheets . Refer to Note 11 "Accrued Liabilities" for more information about Accrued liabilities. 102 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the Company’s restricted stock unit and stock option activity during the year ended December 31, 2024: RSUs Stock Options Number of Shares (in millions) Weighted-Average Grant-Date Fair Value Number of Shares (in millions) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2023 56 $ 22.36 62 $ 13.49 Granted 78 10.50 2 11.13 Vested / Exercised ( 59 ) 16.12 ( 3 ) 3.87 Forfeited / Cancelled ( 14 ) 18.90 ( 1 ) 25.26 Outstanding at December 31, 2024 61 $ 14.10 60 $ 13.60 5.2 $ 249 Vested and expected to vest at December 31, 2024 61 $ 14.10 60 $ 13.60 5.2 $ 249 Exercisable at December 31, 2024 — $ — 32 $ 7.14 4.1 $ 243 The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2022 and 2023 was $ 35.87 and $ 15.25 , respectively. The total fair value of RSUs vested during the years ended December 31, 2022, 2023 and 2024 was $ 566 million , $ 630 million and $ 720 million, respectively. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2022, 2023 and 2024 was $ 21.64 , $ 10.49 , and $ 6.91 , respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022, 2023 and 2024 was $ 105 million, $ 29 million, and $ 28 million, respectively. The weighted-average grant-date fair value of stock options outstanding at December 31, 2023 and 2024 was $ 9.94 and $ 10.05 , respectively. The weighted-average grant-date fair value of stock options exercisable at December 31, 2024 was $ 11.16 . 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 Consolidated Statements of Operations (in millions): Years Ended December 31, 2022 2023 2024 Cost of revenues $ 60 $ 85 $ 62 Research and development 437 408 360 Selling, general, and administrative 490 328 270 Total stock-based compensation expense $ 987 $ 821 $ 692 As of December 31, 2024, the Company’s unrecognized stock-based compensation expense for unvested awards was approximately $ 858 million, which is expected to be recognized over a weighted-average period of 5.0 years for stock options and 1.8 years for RSUs. 103 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Assumptions The exercise price of all stock options granted during the years ended December 31, 2022, 2023 and 2024 was equal to or greater than the fair market value of Rivian's stock at the date of grant. The Company generally estimates the grant-date fair value of stock options using a Black-Scholes option pricing model. Expected volatility is based on a weighted-average of historical volatility rates of peer companies and the Company’s implied volatility. The dividend yield is estimated based on the rate at which the Company expects to provide dividends. The risk-free rate is based on the United States Treasury yield curve for zero-coupon Treasury notes with maturities approximating the respective expected term of the stock option. The expected term represents the average time the Company’s stock options are expected to be outstanding. As the Company’s stock options were not exercisable prior to the IPO in November 2021, there is not sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. As a result, the expected term is estimated based on the weighted-average midpoint of expected vest date and expiration date. The weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: Years Ended December 31, 2022 2023 2024 Volatility 55.5 % 61.4 % 62.5 % Dividend yield — % — % — % Risk-free rate 2.9 % 4.0 % 4.2 % Expected term (in years) 6.8 6.3 6.3 The grant-date fair value of RSUs is equal to the closing trading price of the Company‘s common stock on the grant date. Employee Stock Purchase Plan The ESPP is designed to allow eligible employees to purchase shares of Class A common stock at a 15 % discount, generally at intervals of approximately six months , with their accumulated payroll deductions. The number of shares of Class A common stock authorized for sale under the ESPP is equal to the sum of (i) 22 million shares of Class A common stock and (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2031, equal to the lesser of (A) 1 % of the aggregate number of shares of all classes of common stock outstanding on the last day of the immediately preceding year and (B) such smaller number of shares of Class A common stock as determined by the board of directors; provided, however, that no more than 185 million shares of Class A common stock may be issued under the ESPP. As of December 31, 2024, 36 million shares were reserved for issuance under the ESPP. 14. RELATED PARTY TRANSACTIONS 2026 Notes The 2026 Notes were issued to certain new and existing principal stockholders, including T. Rowe Price Associates, Inc. (“T. Rowe Price”), with an aggregate $ 285 million principal amount (refer to Note 10 "Debt" for more information about the 2026 Notes). Until May 2024, T. Rowe Price was a principal stockholder and related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests. T. Rowe Price is no longer a related party. Revenues and Stock Warrants The Company recorded $ 343 million , $ 823 million, and $ 1,040 million in revenues from Amazon.com, Inc. and its affiliates (“Amazon”) for the years ended December 31, 2022, 2023, and 2024 in the Consolidated Statements of Operations , primarily within the automotive segment and related to the sale of EDVs. As of December 31, 2023 and 2024, the uncollected amounts related to these revenues in “Accounts receivable, net” on the Consolidated Balance Sheets were $ 6 million and $ 68 million, 104 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS respectively. As of December 31, 2023 and 2024, contract liabilities related to these revenues, primarily related to extended service contracts, were $ 72 million and $ 135 million, respectively. Refer to Note 4 "Revenues" for more information. The Company has provided a share-based sales incentive to Amazon in the form of warrants to purchase shares of Class A common stock. The carrying value of the warrants was not material as of December 31, 2023 and 2024 and is amortized as an offset against revenues as EDVs are sold. The offset against revenues for the years ended December 31, 2022, 2023, and 2024 was not material. Operating Expenses The Company obtained prototyping, engineering, and other R&D services from a wholly-owned subsidiary of Ford Motor Company (“Ford”). Until May 2022, Ford was a principal stockholder and related party of the Company as a beneficial owner of more than 10 percent of the Company’s voting interests. The expense for services from Ford that the Company recognized in “Research and development” in the Consolidated Statement of Operations was not material through this time. Ford is no longer a related party. The Company obtains data services, including hosting, storage, and compute from Amazon. During the years ended December 31, 2022, 2023 and 2024, expenses related to these services of $ 60 million, $ 63 million, and $ 94 million, respectively, were recorded in “Research and development” and “Selling, general, and administrative” in the Consolidated Statements of Operations . As of December 31, 2023 and 2024, the unpaid amounts related to these services were not material. Unconditional Purchase Obligations and Commitments Refer to Note 16 "Commitments and Contingencies" for more information about unconditional purchase obligations with Amazon. 15. STOCKHOLDERS’ EQUITY Common Stock 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, 2023 and 2024, 960 million and 1,123 million shares of Class A common stock were issued and outstanding, respectively. As of December 31, 2023 and 2024, 8 million shares of Class B common stock were issued and outstanding. As of December 31, 2023 and 2024, 3,500 million shares of Class A common stock and 8 million shares of Class B common stock were authorized. Each share of Class A common stock entitles the holder to one vote, and each share of Class B common stock entitles the holder to ten votes. Holders of Class A common stock and Class B common stock have the right to receive any dividend declared by the Company , subject to the payment of dividends on shares of preferred stock. After the payment in full of all liquidation amounts required to be paid to the holders preferred stock, holders of common stock also have the right to receive the remaining property of the Company upon the liquidation, dissolution, or winding up of the Company on a pari passu basis among all holders of common stock. At the option of the holder, shares of Class B common stock are convertible anytime into an equal number of shares of Class A common stock. Each outstanding share of Class B common stock will automatically convert into one share of Class A common stock upon the earliest to occur of (a) the five-year anniversary the Company ’s IPO , (b) the date fixed by the board of directors within six months of the death or disability of the Company ’s CEO , and (c) the date fixed by the board of directors within six months of the date that the number of outstanding shares of Class B common stock held by the Company ’s CEO repre sents less than 30 % of th e shares of Class B common stock outstanding. Any shares of Class B common stock that are no longer owned by the Company ’s CEO or their affiliates will automatically convert into an equal of shares of Class A common stock upon transfer of ownership. 105 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Warrants As of December 31, 2022, 2023, and 2024, the Company had warrants outstanding and exercisable to purchase 12 million shares of Class A common stock, with a weighted-average exercise price of $ 6.84 . The weighted-average remaining contractual life of common stock warrants outstanding and exercisable as of December 31, 2022, 2023, and 2024 is 6 years, 5 years, and 4 years, respectively. There were no common stock warrants granted during the years ended December 31, 2022, 2023, and 2024. 16. COMMITMENTS AND CONTINGENCIES Legal Proceedings and Loss Contingencies Loss contingencies arise from claims, assessments, litigation, fines, penalties, and other sources and are recognized as accrued liabilities when management believes that a loss is probable and the amount can be reasonably estimated. Gain contingencies are recognized only when realized. In the event any losses are sustained in excess of accrued liabilities, they are charged against income in the period in which they occur. In evaluating loss contingencies, management takes into consideration factors such as historical experience with matters of similar nature, specific facts and circumstances, and the likelihood of avoiding the loss. Accrued liabilities for loss contingencies are evaluated and updated as matters progress over time. It is reasonably possible that some of the loss contingencies for which accrued liabilities have not been established could be resolved unfavorably to the Company and could require recognizing future expenditures. Legal costs related to contingencies are recognized as expenses as they are incurred. The Company is involved in legal proceedings and evaluates other loss contingencies primarily comprised of supplier disputes, which can be, for example, a result of changing demand forecasts or design modifications, along with commercial litigation including product liability claims which may result in liabilities of the Company. Although the Company believes it has valid defenses with respect to these matters, as of December 31, 2023 and 2024, the Company recorded approximately $ 80 million and $ 110 million, respectively, for estimated probable losses related to these matters in “Accrued liabilities” on the Consolidated Balance Sheets . As of December 31, 2024, the Company estimates it is reasonably possible that losses in excess of the accrued liability could occur, up to approximately $ 230 million, or an excess of $ 120 million over the accrued liability recorded. The Company expects the majority of the matters to be resolved within the next 12 to 24 months. Unconditional Purchase Obligations The Company has entered into unrecognized commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily relate to inventory purchase requirements, varying by vendor, and data services, including hosting, storage, and compute from Amazon. Future payments under unconditional purchase obligations having a remaining term in excess of one year as of December 31, 2024 are as follows (in millions): Total Future Payments 2025 $ 178 2026 185 2027 110 2028 and thereafter 42 Total $ 515 17. NET LOSS PER SHARE The Company's basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period, after allocating losses to equity awards deemed to be participating securities pursuant to the two-class method. Except with respect to voting and conversion, the rights, including liquidation and dividend rights, of the holders of Class A and Class B common stock are identical (see Note 15 "Stockholders' Equity" ). Accordingly, the undistributed earnings are allocated on a proportionate basis and 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. 106 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 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, the issuance of shares is contingent upon events that did not occur by the end of the period (in the case of Green Convertible Notes), or stock options contain a market condition. 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): Years Ended December 31, 2022 2023 2024 Green Convertible Notes — 149 149 Stock warrants 12 12 12 Stock options 61 62 60 RSUs, ESPP, and other stock-based awards 48 64 65 Total 121 287 286 Capped Calls are excluded from the calculation of diluted earnings per share as they would be antidilutive. However, upon conversion, there will be no economic dilution from the 2030 Green Convertible Notes unless the market price of the Company’s Class A common stock exceeds the cap price because exercise of the Capped Calls offsets any dilution from the 2030 Green Convertible Notes from the conversion price up to the cap price. 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): Years Ended December 31, 2022 2023 2024 Numerator Net loss attributable to Rivian $ ( 6,752 ) $ ( 5,432 ) $ ( 4,747 ) Net loss attributable to common stockholders, basic and diluted $ ( 6,752 ) $ ( 5,432 ) $ ( 4,747 ) Denominator Weighted-average Class A and Class B common shares outstanding - basic 913 947 1,013 Effect of dilutive securities — — — Weighted-average Class A and Class B common shares outstanding - diluted 913 947 1,013 Net loss per share attributable to Class A and Class B common stockholders, basic and diluted $ ( 7.40 ) $ ( 5.74 ) $ ( 4.69 ) 107 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 18. SEGMENT INFORMATION The Company defines its segments on the basis by which internally reported financial information is regularly reviewed by the CODM to evaluate financial performance, make operating decisions, and allocate resources. The Company’s Chief Executive Officer (“CEO”) has been identified as the CODM. 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. The Company's CODM assesses each segment's performance (i.e., progress against goals and overall cost management) using gross profit compared to prior period results and internal forecasts. This assessment includes the drivers of changes in gross profit by segment, including changes in volume and mix and in net pricing and cost categories at constant volume and mix. Gross profit is comprised of revenues and cost of revenues. Automotive The Automotive reportable segment derives its revenues and cost of revenues from the production and sale of new EVs and the sale of regulatory credits generated by the production and sale of EVs. Software and Services The Software and services reportable segment derives its revenues and cost of revenues primarily from remarketing, vehicle repair and maintenance services, and vehicle electrical architecture and software development services. Subscriptions, extended service contracts, sales of vehicle accessories and regulatory credits not generated by the production and sale of EVs, and other items are also included. As of and for the year ended December 31, 2024, the Company’s assets and revenues are primarily in the United States. The CODM does not receive segment asset information as it is not used to assesses each segment's performance. There are no inter-segment revenues. The tables below provide a reconciliation from the Company’s gross profit by segment to consolidated gross profit (in millions): Year Ended December 31, 2024 Automotive Software and Services Consolidated Revenues $ 4,486 $ 484 $ 4,970 Cost of revenues 5,693 477 6,170 Gross profit $ ( 1,207 ) $ 7 $ ( 1,200 ) Year Ended December 31, 2023 Automotive Software and Services Consolidated Revenues $ 4,132 $ 302 $ 4,434 Cost of revenues 6,150 314 6,464 Gross profit $ ( 2,018 ) $ ( 12 ) $ ( 2,030 ) Year Ended December 31, 2022 Automotive Software and Services Consolidated Revenues $ 1,554 $ 104 $ 1,658 Cost of revenues 4,666 115 4,781 Gross profit $ ( 3,112 ) $ ( 11 ) $ ( 3,123 ) 108 RIVIAN AUTOMOTIVE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 19. 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. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.