10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2022

or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 001-40115

COUPANG, INC.

(Exact name of Registrant as specified in its charter)

Delaware	27-2810505
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

720 Olive Way, Suite 600

Seattle, Washington 98101

(206) 333-3839

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.0001 per share	CPNG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Small reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 3, 2022, there were 1,595,495,238 shares of the registrant’s Class A common stock and 174,802,990 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.

COUPANG, INC.

Form 10-Q

For the Quarterly Period Ended September 30, 2022

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Redeemable Convertible Preferred Units and Stockholders'/Members’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•the COVID-19 pandemic and its impact on our business, operations, and the markets and communities in which we, our customers, suppliers, and merchants operate;

•our expectations regarding our future operating and financial performance;

•the continued growth of the e-commerce segment and the increased acceptance of online transactions by potential customers;

•the size of our addressable markets, market share, and market trends;

•our ability to compete in our industry;

•our ability to manage expansion into new markets, segments, and offerings;

•our ability to effectively manage the continued growth of our workforce and operations;

•the sufficiency of our cash and cash equivalents, and investments to meet our liquidity needs;

•our ability to retain existing suppliers and merchants and to add new suppliers and merchants;

•our suppliers’ and merchants’ ability to supply high-quality and compliant merchandise to our customers;

•our relationship with our employees and the status of our workers;

•our ability to maintain and improve our segment position;

•our ability to operate and manage the expansion of our fulfillment and delivery infrastructure;

•the effects of seasonal trends on our results of operations;

•our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates;

•the effects of global macroeconomic conditions, including impacts relating to the invasion of Ukraine by Russia and its regional and global ramifications, inflationary pressures, a general economic slowdown or recession, further increases in interest rates and changes in monetary policy;

•our ability to attract, retain, and motivate skilled personnel, including key members of our senior management;

•our ability to stay in compliance with laws and regulations, including tax laws, that currently apply or may become applicable to our business both in Korea and internationally and our expectations regarding various laws and restrictions that relate to our business;

•the outcomes of any claims, litigation, governmental audits, inspections, and investigations;

•our intended use of the net proceeds from our initial public offering; and

•the other factors set forth in Part 1, Item 1A, under the caption “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”)

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Form 10-Q.

2

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part 1, Item1A, under the caption “Risk Factors,” of our 2021 Form 10-K and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this Form 10-Q or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (ir.aboutcoupang.com), our filings with the Securities and Exchange Commission (“SEC”), webcasts, press releases, conference calls, and social media. We use these mediums to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website. Notwithstanding the foregoing, the information contained on our website as referenced in this paragraph is not incorporated by reference into this Form 10-Q or any other report or document we file with the SEC.

3

Part I. Financial Information

Item 1.  Financial Statements (Unaudited)

COUPANG, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares)

(unaudited)

	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	2,903,052	$	3,487,708
Restricted cash	156,970		319,800
Accounts receivable, net	169,424		175,350
Inventories	1,406,380		1,421,501
Other current assets	292,215		232,447
Total current assets	4,928,041		5,636,806
Long-term restricted cash	192		2,839
Property and equipment, net	1,540,088		1,347,531
Operating lease right-of-use assets	1,292,486		1,374,629
Goodwill	10,121		9,739
Long-term lease deposits and other	355,733		270,290
Total assets	$	8,126,661	$	8,641,834
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	2,940,540	$	3,442,720
Accrued expenses	248,794		304,293
Deferred revenue	129,235		93,972
Short-term borrowings	159,640		7,811
Current portion of long-term debt	2,719		341,717
Current portion of long-term operating lease obligations	278,030		287,066
Other current liabilities	270,295		266,709
Total current liabilities	4,029,253		4,744,288
Long-term debt	561,069		283,190
Long-term operating lease obligations	1,142,179		1,201,277
Defined severance benefits and other	222,194		237,122
Total liabilities	5,954,695		6,465,877
Commitments and contingencies (Note 8)
Stockholders' equity
Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,594,140,393 and 1,579,399,667 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; Class B common stock, $0.0001 par value, 250,000,000 shares authorized, 174,802,990 shares issued and outstanding as of September 30, 2022 and December 31, 2021	177		175
Additional paid-in capital	8,080,618		7,874,038
Accumulated other comprehensive loss	(64,206)		(47,739)
Accumulated deficit	(5,844,623)		(5,650,517)
Total stockholders' equity	2,171,966		2,175,957
Total liabilities and stockholders' equity	$	8,126,661	$	8,641,834

The accompanying notes are an integral part of these condensed consolidated financial statements

4

COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net retail sales	$	4,540,393	$	4,137,136	$	13,577,665	$	11,938,685
Net other revenue	560,941		507,569		1,678,176		1,390,994
Total net revenues	5,101,334		4,644,705		15,255,841		13,329,679
Cost of sales	3,867,446		3,890,178		11,824,754		11,184,152
Operating, general and administrative	1,156,468		1,069,639		3,626,515		3,242,891
Total operating cost and expenses	5,023,914		4,959,817		15,451,269		14,427,043
Operating income (loss)	77,420		(315,112)		(195,428)		(1,097,364)
Interest income	15,403		2,603		26,301		5,450
Interest expense	(6,485)		(7,376)		(19,996)		(38,047)
Other income (expense), net	11,224		(4,026)		2,485		(7,479)
Income (loss) before income taxes	97,562		(323,911)		(186,638)		(1,137,440)
Income tax expense	6,883		66		7,468		171
Net income (loss)	90,679		(323,977)		(194,106)		(1,137,611)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax	(52,758)		24,266		(54,717)		38,887
Actuarial gain (loss) on defined severance benefits, net of tax	243		1,266		38,250		(7,708)
Total other comprehensive (loss) income	(52,515)		25,532		(16,467)		31,179
Comprehensive income (loss)	$	38,164	$	(298,445)	$	(210,573)	$	(1,106,432)
Net income (loss) attributable to Class A and Class B common stockholders per share:
Basic and diluted	$	0.05	$	(0.19)	$	(0.11)	$	(0.87)
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	1,767,275		1,747,255		1,762,465		1,313,234
Diluted	1,790,941		1,747,255		1,762,465		1,313,234

The accompanying notes are an integral part of these condensed consolidated financial statements

5

COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED UNITS AND STOCKHOLDERS’/MEMBERS’ EQUITY (DEFICIT)

(in thousands)

(unaudited)

	Redeemable Convertible Preferred Units			Common Units			Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders'/Members' Equity
	Units	Amount		Units	Amount		Shares	Amount
Balance as of December 31, 2021	—	$	—	—	$	—	1,754,203	$	175	$	7,874,038	$	(47,739)	$	(5,650,517)	$	2,175,957
Net loss	—	—		—	—		—	—		—		—		(209,294)		(209,294)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		3,011		—		3,011
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		3,811		—		3,811
Issuance of common stock upon exercise of stock options	—	—		—	—		4,147	1		8,182		—		—		8,183
Issuance of common stock upon settlement of restricted stock units	—	—		—	—		2,708	—		—		—		—		—
Equity-based compensation	—	—		—	—		—	—		55,593		—		—		55,593
Balance as of March 31, 2022	—	$	—	—	$	—	1,761,058	$	176	$	7,937,813	$	(40,917)	$	(5,859,811)	$	2,037,261
Net loss	—	—		—	—		—	—		—		—		(75,491)		(75,491)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		(4,970)		—		(4,970)
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		34,196		—		34,196
Issuance of common stock upon exercise of stock options	—	—		—	—		2,031	1		4,183		—		—		4,184
Issuance of common stock upon settlement of restricted stock units	—	—		—	—		2,028	—		—		—		—		—
Equity-based compensation	—	—		—	—		—	—		72,916		—		—		72,916
Balance as of June 30, 2022	—	$	—	—	$	—	1,765,117	$	177	$	8,014,912	$	(11,691)	$	(5,935,302)	$	2,068,096
Net income	—	—		—	—		—	—		—		—		90,679		90,679
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		(52,758)		—		(52,758)
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		243		—		243
Issuance of common stock upon exercise of stock options	—	—		—	—		1,204	—		2,631		—		—		2,631
Issuance of common stock upon settlement of restricted stock units	—	—		—	—		2,622	—		—		—		—		—
Equity-based compensation	—	—		—	—		—	—		63,075		—		—		63,075
Balance as of September 30, 2022	—	$	—	—	$	—	1,768,943	$	177	$	8,080,618	$	(64,206)	$	(5,844,623)	$	2,171,966

The accompanying notes are an integral part of these condensed consolidated financial statements

6

	Redeemable Convertible Preferred Units			Common Units			Class A and Class B Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders'/Members' Equity (Deficit)
	Units	Amount		Units	Amount		Shares	Amount
Balance as of December 31, 2020	1,329,465	$	3,465,611	105,822	$	45,122	—	$	—	$	25,036	$	(31,093)	$	(4,107,927)	$	(4,068,862)
Net loss	—	—		—	—		—	—		—		—		(295,033)		(295,033)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		14,972		—		14,972
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		918		—		918
Issuance of common units, equity-based compensation plan	—	—		22,901	38,968		—	—		—		—		—		38,968
Equity-based compensation	—	—		—	2,974		—	—		—		—		—		2,974
Impact of Corporate Conversion and IPO
Conversion of common units into Class A and Class B common stock	—	—		(128,723)	(87,064)		128,648	13		87,051		—		—		—
Conversion of redeemable convertible preferred units into Class A and Class B common stock	(1,329,465)	(3,465,611)		—	—		1,329,465	133		3,465,478		—		—		3,465,611
Issuance of Class A common stock, net of underwriting discounts and offering costs	—	—		—	—		100,000	10		3,416,809		—		—		3,416,819
Conversion of convertible notes into Class A common stock	—	—		—	—		171,750	17		609,982		—		—		609,999
Issuance of common stock, equity-based compensation plan subsequent to Corporate Conversion and IPO	—	—		—	—		2,680	—		4,767		—		—		4,767
Equity-based compensation subsequent to Corporate Conversion and IPO	—	—		—	—		—	—		83,992		—		—		83,992
Balance as of March 31, 2021	—	$	—	—	$	—	1,732,543	$	173	$	7,693,115	$	(15,203)	$	(4,402,960)	$	3,275,125
Net loss	—	—		—	—		—	—		—		—		(518,601)		(518,601)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		(351)		—		(351)
Actuarial loss on defined severance benefits, net of tax	—	—		—	—		—	—		—		(9,892)		—		(9,892)
Issuance of common stock, equity-based compensation plan	—	—		—	—		3,036	—		6,002		—		—		6,002
Equity-based compensation	—	—		—	—		—	—		50,346		—		—		50,346
Balance as of June 30, 2021	—	$	—	—	$	—	1,735,579	$	173	$	7,749,463	$	(25,446)	$	(4,921,561)	$	2,802,629
Net loss	—	—		—	—		—	—		—		—		(323,977)		(323,977)
Foreign currency translation adjustments, net of tax	—	—		—	—		—	—		—		24,266		—		24,266
Actuarial gain on defined severance benefits, net of tax	—	—		—	—		—	—		—		1,266		—		1,266
Issuance of common stock, equity-based compensation plan	—	—		—	—		14,776	1		7,783		—		—		7,784
Equity-based compensation	—	—		—	—		—	—		56,138		—		—		56,138
Balance as of September 30, 2021	—	$	—	—	$	—	1,750,355	$	174	$	7,813,384	$	86	$	(5,245,538)	$	2,568,106

The accompanying notes are an integral part of these condensed consolidated financial statements

7

COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	2022		2021
Operating activities:
Net loss	$	(194,106)	$	(1,137,611)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	174,063		145,866
Provision for severance benefits	124,056		100,649
Equity-based compensation	191,584		193,450
Paid-in-kind interest and accretion of discount on convertible notes	—		20,148
Inventory and fixed asset losses due to fulfillment center fire	—		284,825
Non-cash operating lease expense	231,333		187,926
Non-cash others	56,536		32,786
Change in operating assets and liabilities:
Accounts receivable, net	(39,325)		(75,958)
Inventories	(288,761)		(308,559)
Other assets	(273,554)		(182,375)
Accounts payable	163,508		561,528
Accrued expenses	(6,359)		50,604
Deferred revenue	57,993		13,015
Other liabilities	(212,005)		(94,126)
Net cash used in operating activities	(15,037)		(207,832)
Investing activities:
Purchases of property and equipment	(703,074)		(505,554)
Proceeds from sale of property and equipment	10,600		960
Other investing activities	(25,979)		(2,218)
Net cash used in investing activities	(718,453)		(506,812)
Financing activities:
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts	—		3,431,277
Deferred offering costs paid	—		(11,618)
Proceeds from issuance of common stock/units, equity-based compensation plan	14,998		57,521
Proceeds from short-term borrowings and long-term debt	543,185		308,772
Repayment of short-term borrowings and long-term debt	(337,071)		(111,472)
Net short-term borrowings and other financing activities	5,377		(2,289)
Net cash provided by financing activities	226,489		3,672,191
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(243,132)		(88,842)
Net (decrease) increase in cash and cash equivalents, and restricted cash	(750,133)		2,868,705
Cash and cash equivalents, and restricted cash, as of beginning of period	3,810,347		1,401,302
Cash and cash equivalents, and restricted cash, as of end of period	$	3,060,214	$	4,270,007
Supplemental disclosure of cash-flow information:
Cash paid for income taxes, net of refunds	$	2,851	$	1,088
Cash paid for interest	$	17,142	$	14,175
Non-cash investing and financing activities:
Decrease in property and equipment-related accounts payable	$	(72,052)	$	(5,516)
Conversion of common units into Class A and Class B common stock	$	—	$	87,064
Conversion of redeemable convertible preferred units into Class A and Class B common stock	$	—	$	3,465,611
Conversion of convertible notes into Class A common stock	$	—	$	609,999

The accompanying notes are an integral part of these condensed consolidated financial statements

8

COUPANG, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.     Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Coupang, Inc. (“Coupang”), together with its wholly-owned subsidiaries (collectively, the “Company,” “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through the Company’s mobile applications and Internet websites, the Company offers products and services that span a wide range of categories, including home goods and décor, apparel and beauty products, fresh food and grocery, sporting goods, electronics, everyday consumables, travel, restaurant order and delivery, content streaming, and advertising, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. The Company is headquartered in the United States, with operations and support services performed in markets including South Korea, Japan, Taiwan, Singapore, and China.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and comprehensive income (loss), redeemable convertible preferred units and stockholders’/members’ equity (deficit), and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2021 Form 10-K.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, which include, but are not limited to, equity-based compensation, inventory valuation, income taxes, defined severance benefits, and revenue recognition. Actual results could differ materially from those estimates. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates become more challenging, and actual results could differ materially from these estimates.

Segment Information

On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. The change led to the following two operating and reportable segments: Product Commerce and Developing Offerings. Refer to Note 14 — "Segment Reporting" for further discussion.

Fulfillment Center Fire

In June 2021, a fire extensively damaged the Company’s Deokpyeong fulfillment center (the “FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site. Inventory and property and equipment losses from the FC Fire of $158 million and $127 million were recognized in “Cost of sales” and “Operating, general and administrative,” respectively, during the second quarter of 2021. The Company is insured on property losses from the FC Fire; however, whether and to what

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extent the Company may recover insurance proceeds on these losses is currently unknown, and as such, no insurance recoveries have been recognized. During the second quarter of 2021, the Company also incurred or accrued for other costs directly related to the FC Fire of $11 million. The FC Fire resulted in an increase to our net loss of $296 million for the nine months ended September 30, 2021.

Concentration of Credit Risk

Cash and cash equivalents and restricted cash are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 58% and 77% were held at two and four financial institutions as of September 30, 2022 and December 31, 2021, respectively. The Company’s gross accounts receivable include amounts concentrated with two and one payment processing companies representing 38% and 14% of gross accounts receivable at September 30, 2022 and December 31, 2021, respectively.

Recent Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The standard reduces the number of models used to account for convertible instruments, amends diluted earnings per share (“EPS”) calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. The ASU is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. We adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 2021-08 requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The ASU will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The ASU is effective on a prospective basis for public companies for fiscal years beginning after December 15, 2022 . We early adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

Recent Accounting Pronouncements Yet To Be Adopted

In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard will require entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is allowed under the standard. The Company is evaluating the effect of adopting the ASU on our condensed consolidated financial statements.

2.    Net Revenues

Details of total net revenues were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net retail sales	$	4,540,393	$	4,137,136	$	13,577,665	$	11,938,685
Third-party merchant services	447,868		450,634		1,414,768		1,231,799
Other revenue	113,073		56,935		263,408		159,195
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679

This level of revenue disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Net retail sales are recognized from online product sales to consumers. Third-party

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merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through the Company’s online business. Other revenue includes revenue earned from our various other offerings.

Contract liabilities consist of payments in advance of delivery and customer loyalty credits, which are included in deferred revenue on the condensed consolidated balance sheets. The Company recognized revenue of $82 million and $60 million for the nine months ended September 30, 2022 and 2021, respectively, which were included in deferred revenue on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Revenue recognized from customer loyalty program liabilities as of December 31, 2021 and 2020 were not material for the nine months ended September 30, 2022 and 2021, respectively.

3.    Supplemental Financial Information

Property and Equipment, net

The following summarizes the Company’s property and equipment, net:

(in thousands)	September 30, 2022		December 31, 2021
Land	$	236,691	$	140,786
Buildings	268,891		320,059
Equipment and furniture	537,280		551,304
Leasehold improvements	419,447		340,468
Vehicles	124,313		168,585
Software	22,154		34,582
Construction in progress	371,464		200,735
Property and equipment, gross	1,980,240		1,756,519
Less: Accumulated depreciation and amortization	(440,152)		(408,988)
Property and equipment, net	$	1,540,088	$	1,347,531

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on the Company’s defined severance benefits. As of September 30, 2022 and December 31, 2021, the ending balance in accumulated other comprehensive loss related to foreign currency translation adjustments was $(18) million and $36 million, respectively, and the amount related to actuarial losses on defined severance benefits was $(46) million and $(84) million, respectively.

4.    Leases

The Company is obligated under operating leases primarily for vehicles, equipment, warehouses, and facilities that expire over the next eleven years. These leases can contain renewal options. Because the Company is not reasonably certain to exercise these renewal options, or the renewal options are not solely within the Company’s discretion, the options are not considered in determining the lease term, and the associated potential option payments are excluded from expected minimum lease payments. The Company’s leases generally do not include termination options for either party or restrictive financial or other covenants.

The components of operating lease cost were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Operating lease cost	$	100,616	$	87,814	$	307,160	$	247,566
Variable and short-term lease cost	10,348		9,895		29,910		26,784
Total operating lease cost	$	110,964	$	97,709	$	337,070	$	274,350

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Supplemental disclosure of cash flow information related to leases were as follows:

	Nine Months Ended September 30,
(in thousands)	2022		2021
Cash paid for the amount used to measure the operating lease liabilities	$	273,485	$	204,791
Operating lease assets obtained in exchange for lease obligations	$	355,149	$	485,788
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$	4,637	$	40,812

The assumptions used to value leases for the periods presented were as follows:

	September 30, 2022		December 31, 2021
Operating leases weighted-average remaining lease term	5.8 years		5.8 years
Operating leases weighted-average discount rate	6.67	%	6.17	%

As of September 30, 2022, the Company had entered into operating leases that have not commenced with future minimum lease payments of $285 million, that have not been recognized on the Company's condensed consolidated balance sheets. These leases have non-cancellable lease terms of 2 to 10 years.

5.    Fair Value Measurement

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Observable inputs such as quoted prices in an active market for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities.

Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

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The following table summarizes the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:

	September 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,903,052	$	—	$	—	$	2,903,052
Restricted cash
Time deposit	96,525		—		—		96,525
Money market trust	60,445		—		—		60,445
Other current assets
Time deposit	6,970		—		—		6,970
Long-term restricted cash
Time deposit	192		—		—		192
Total financial assets	$	3,067,184	$	—	$	—	$	3,067,184

	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,487,708	$	—	$	—	$	3,487,708
Restricted cash
Time deposit	250,839		—		—		250,839
Money market trust	68,961		—		—		68,961
Long-term restricted cash
Time deposit	2,839		—		—		2,839
Total financial assets	$	3,810,347	$	—	$	—	$	3,810,347

Cash and cash equivalents includes bank deposits, money market trusts and time deposits. The carrying amounts of our cash equivalents approximate their fair values, which are based on Level 1 assumptions.

6.    Short-term Borrowings and Long-term Debt

The Company’s short-term borrowings generally include lines of credit and term loan facilities with financial institutions to be utilized for general operating purposes. There were $160 million and $8 million of borrowings outstanding under these facilities as of September 30, 2022 and December 31, 2021, respectively.

In September 2022, the Company entered into a $77 million one-year term loan agreement. The Company pledged $92 million of certain land as collateral. The loan bears interest at a fixed rate of 4.75%. Principal is to be paid at maturity and interest is paid on a monthly basis.

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Details of carrying amounts of long-term debt were as follows:

(in thousands)						September 30, 2022		December 31, 2021
Maturity Date	Interest rate (%)			Borrowing Limit
February 2024(1)	(4)			$	1,000,000	$	—	$	—
February 2023 - April 2025(2)	2.65	–	4.45	3,617		3,617		20,952
October 2023 - March 2027(3)	2.87	–	5.95	717,035		563,283		605,229
Total principal long-term debt				$	1,720,652	$	566,900	$	626,181
Less: current portion of long-term debt						(2,719)		(341,717)
Less: unamortized discounts						(3,112)		(1,274)
Total long-term debt						$	561,069	$	283,190

_____________

(1)Relates to the Company’s 2021 revolving credit facility.

(2)The Company entered into various loan agreements with fixed interest rates for general operating purposes.

(3)At September 30, 2022, we had pledged up to $861 million of land and buildings as collateral against long-term loan facilities.

(4)Borrowings under the 2021 revolving credit facility bear interest, at the Company’s option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%.

In March 2022, the Company entered into a new five-year loan agreement to borrow $279 million, which was partially used to extinguish the $149 million August 2020 term loan facility which matured in March 2022 and to finance infrastructure of a fulfillment center. The Company pledged up to $335 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of 4.26%.

In October 2022, the Company entered into a two-year revolving facility agreement with a borrowing limit of $112 million that bears interest at the average of 91-days CD interest rate plus 2.30%. The revolving facility is secured by certain of the Company’s inventories.

The Company was in compliance with the covenants for each of its borrowings and debt agreements as of September 30, 2022.

The Company’s long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on the Company’s current interest rate for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of September 30, 2022 and December 31, 2021 due primarily to the interest rates approximating market interest rates.

7.    Convertible Notes and Derivative Instrument

From February 23, 2018 to May 16, 2018, the Company issued convertible notes in an aggregate principal amount of $502 million (total proceeds of $507 million, which included a total net funding premium at issuance), the majority of which were purchased by existing unitholders of the Company’s preferred units, with a maturity equal to the earlier of (a) the fourth anniversary from the first issuance date, (b) the consummation of a liquidity event, or (c) upon an event of default, as defined in the LLC Agreement. In connection with the Company’s initial public offering (“IPO”) in March 2021, the principal balance and the accrued interest on the convertible notes were automatically converted into 171,750,446 shares of the Company’s Class A common stock.

The convertible notes had an annual effective interest rate of 16.99%. The Company recorded interest expense from its convertible notes for the nine months ended September 30, 2021 of $20 million, consisting of $15 million of contractual interest expense and $5 million of debt discount amortization.

The convertible notes contained embedded derivatives that allowed or required the holders of the convertible notes to convert them into a variable number of the Company’s equity securities for a value equal to a significant premium over the then principal and accrued interest balance. These embedded derivatives were bifurcated and accounted for separately as a single, compound derivative instrument. The convertible notes did not convert to common shares based on this embedded feature, rather they converted based on a price calculated by dividing $6.3 billion with the number of common equity securities, on an as-converted and as-exercised basis, outstanding on the closing of the IPO. Following the convertible notes conversion to shares of Class A common stock, the embedded derivatives no longer exist.

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8.    Commitments and Contingencies

Commitments

The following summarizes the Company’s minimum contractual commitments as of September 30, 2022:

(in thousands)	Unconditional purchase obligations (unrecognized)		Long-term debt (including interest)		Operating leases		Total
Remainder of 2022	$	73,355	$	3,276	$	87,757	$	164,388
2023	279,732		110,228		354,732		744,692
2024	263,352		178,923		324,544		766,819
2025	200,348		13,529		270,896		484,773
2026	177,769		52,483		205,547		435,799
Thereafter	358,378		281,715		507,182		1,147,275
Total undiscounted payments	$	1,352,934	$	640,154	$	1,750,658	$	3,743,746
Less: lease imputed interest					(330,449)
Total lease commitments					$	1,420,209

Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts and software licenses. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date.

Legal Matters

From time to time, the Company may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company's reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of currently pending legal matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

9.    Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)

Immediately prior to effectiveness of the Company’s IPO registration statement on Form S-1, Coupang, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed the Company’s name to Coupang, Inc. (“Corporate Conversion”).

Prior to the Corporate Conversion, the Company’s Limited Liability Company Agreement (“LLC Agreement”), as amended and restated on April 11, 2019, authorized the issuance of 1,448,632,049 preferred units, which were convertible into the same number of common voting units issued upon conversion of the preferred units, as well as the issuance of 264,166,544 common units.

Pursuant to the Corporate Conversion and IPO:

•1,196,605,432 preferred units and 85,579,584 common units (which include 22,443,220 PIUs), in each case, automatically converted into an equal number of shares of Class A common stock, except with respect to a conversion adjustment which reduced the outstanding common units designated as PIUs by 75,862 common units, and excluding any such preferred units and common units (including any PIUs) held by Mr. Bom Kim; and

•132,859,550 preferred units held by Mr. Kim and 43,143,440 common units (all of which were designated as PIUs) held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock.

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On March 15, 2021, the Company completed its IPO, in which it issued and sold 100,000,000 shares of its Class A common stock at a price of $35.00 per share. The Company received net proceeds of approximately $3.4 billion from its IPO after deducting underwriting discounts of $69 million and other offering costs. Also, the owner of our Class B common stock converted 1,200,000 shares of Class B common stock into Class A common stock, which were sold in the IPO.

Holders of vested PIUs had similar rights to those of common unit holders. The PIUs (with the exception of those granted to the Company’s Chief Executive Officer, which convert into an equal number of shares of Class B common stock) convert to shares of Class A common stock at a ratio based on the excess of the per common unit value of the Company at the time of a Corporate Conversion over the per common unit value designated at the grant date of the PIUs (the participation threshold), as specified in the underlying award agreements. All outstanding PIUs automatically converted into 22,367,358 shares of Class A common stock and 43,143,440 shares of Class B common stock at the time of the Corporate Conversion.

10.    Equity-based Compensation Plans

The 2021 Equity Compensation Plan (the “2021 Plan”) provides for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other equity-based awards (or the cash equivalent thereof). The number of shares of the Company’s Class A common stock reserved for issuance under the 2021 Plan will be increased on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Pursuant to the 2021 Plan, effective January 1, 2022, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 plan increased by 87,710,132 shares, or 5% of the total number of shares of the Company’s capital stock outstanding as of December 31, 2021. Following the increase, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 Plan is 302,813,864 shares

RSUs

The Company had previously granted restricted equity units under the 2011 Plan, which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into RSUs.

For the RSUs with the performance condition satisfied upon the completion of the Company’s IPO, the Company recorded $41 million in equity-based compensation expense for the nine months ended September 30, 2021, consisting primarily of a cumulative catch-up adjustment related to such awards based on the full or partial fulfillment of requisite service periods. Unrecognized equity-based compensation expense related to these awards are recorded over the remaining requisite service period. RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee of the Company at each vesting date.

As of September 30, 2022, the Company had $569 million of unamortized compensation costs related to all unvested RSU awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.6 years, net of estimated forfeitures.

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The table below summarizes RSU activity for the nine months ended September 30, 2022 is as follows:

	Outstanding RSUs
(in thousands, except unit price)	Number of RSUs	Weighted Average Grant- Date Fair Value
December 31, 2021	23,511	$	23.80
Granted	3,816	$	23.35
Vested	(2,708)	$	24.21
Forfeited / cancelled	(1,149)	$	27.78
March 31, 2022	23,470	$	23.48
Granted	18,761	$	15.88
Vested	(2,028)	$	24.07
Forfeited / cancelled	(1,766)	$	24.89
June 30, 2022	38,437	$	19.68
Granted	2,890	$	16.49
Vested	(2,622)	$	20.18
Forfeited / cancelled	(3,834)	$	15.13
September 30, 2022	34,871	$	19.87

Equity-based Compensation Expense

The following table presents the effects of equity-based compensation in the condensed consolidated statements of operations and comprehensive income (loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	3,996	$	2,928	$	11,868	$	7,281
Operating, general and administrative	59,079		53,210		179,716		186,169
Total equity-based compensation expense	$	63,075	$	56,138	$	191,584	$	193,450

11.    Income Taxes

The Company’s tax provision, or benefit, from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for jurisdictions where the Company anticipates incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. The Company’s resulting effective tax rate differs from the applicable statutory rate, primarily due to the valuation allowance against its deferred tax assets.

The Company is subject to income taxation through certain of its subsidiaries, predominantly in the United States, China, South Korea, and throughout other Asian countries.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The impacts of uncertain tax positions are recognized only after determining a more-likely-than-not probability that the uncertain tax positions will not withstand challenge, if any, from the relevant taxing authorities. The Company did not have any material uncertain tax positions as of September 30, 2022 and 2021.

12.    Defined Severance Benefits

Defined severance benefits are for employees of the Company’s Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees of the Korean subsidiaries receive defined benefits as severance payments upon leaving the Company based on employment length and pay rate.

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The following table provides the components of net periodic benefit costs and the portion of these costs charged to expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Current service costs	$	33,066	$	32,502	$	109,722	$	95,281
Interest expense	2,446		854		5,777		2,039
Amortization of:
Prior service credit	810		23		2,582		69
Net actuarial loss	298		1,242		5,975		3,260
Net periodic benefit costs charged to expense	$	36,620	$	34,621	$	124,056	$	100,649

s

13.    Net Income (Loss) per Share

The Company computes net income (loss) per share using the two-class method required for multiple classes of common stock and participating securities. As the liquidation and dividend rights are identical, the undistributed earnings or loss are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net income (loss) per share attributable to common stockholders are therefore the same for Class A and Class B common stock on both an individual and a combined basis. Basic net income (loss) per share is computed using the weighted-average number of shares of Class A and Class B common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares of Class A and Class B common stock and potentially dilutive Class A and Class B potential common shares outstanding during the period.

Immediately prior to the IPO, the Company completed the Corporate Conversion. The Corporate Conversion resulted in a change of equity interests from common units to shares of common stock, but no change in relative shareholder rights, rank, or value before and after this reorganization transaction. As such, the Corporate Conversion of common units was considered equivalent to a stock split and requires retrospective treatment for net income (loss) per share purposes. All share and per share information has been retroactively adjusted to reflect the Corporate Conversion for all periods presented. PIUs outstanding prior to the Corporate Conversion were considered compensatory arrangements that were settled with shares of Class A or Class B common stock at the time of the Corporate Conversion and have been included as outstanding shares subsequent to that date. Similarly, any preferred units that were converted in accordance with their terms into shares of Class A or Class B common stock at the time of the Corporate Conversion have also been included as outstanding shares subsequent to that date.

The following table presents the calculation of basic and diluted net income (loss) per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Numerator:
Net income (loss)	$	90,679	$	(323,977)	$	(194,106)	$	(1,137,611)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	1,767,275		1,747,255		1,762,465		1,313,234
Dilutive effect of equity compensation awards	23,666		—		—		—
Diluted	1,790,941		1,747,255		1,762,465		1,313,234
Net income (loss) attributable to Class A and Class B common stockholders per share:
Basic and diluted	$	0.05	$	(0.19)	$	(0.11)	$	(0.87)
Anti-dilutive shares (rounded)	6,000		42,000		25,000		50,000

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14.    Segment Reporting

The Company’s CODM is its Chief Executive Officer. On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Company manages its business and to promote improved visibility to its business performance. The change led to the following two operating and reportable segments: Product Commerce and Developing Offerings. These segments are based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. Prior to this change, we operated in one operating and one reportable segment.

Product Commerce - primarily includes core retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings. Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea and from commissions earned from merchants that sell products through the Company’s mobile application and website.

Developing Offerings - primarily includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service, Coupang Play, our online content streaming service, fintech, certain international initiatives, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services provided on the Company’s mobile applications and websites.

Our segment operating performance measure is segment adjusted EBITDA. Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments and other items that we do not believe are reflective of our ongoing operations.

We generally allocate operating expenses to the respective segments based on usage. The CODM does not evaluate segments using asset information and, accordingly, the Company does not report asset information by segment.

Results of operations for the reportable segments and reconciliation to income (loss) before income taxes is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net revenues
Product Commerce	$	4,947,174	$	4,481,525	$	14,760,758	$	12,911,901
Developing Offerings	154,160		163,180		495,083		417,778
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679
Segment adjusted EBITDA
Product Commerce	$	239,222	$	(118,235)	$	339,939	$	(235,397)
Developing Offerings	(44,303)		(89,199)		(169,720)		(227,150)
Total segment adjusted EBITDA	$	194,919	$	(207,434)	$	170,219	$	(462,547)
Reconciling items:
Depreciation and amortization	$	(54,424)	$	(51,540)	$	(174,063)	$	(145,866)
Equity-based compensation	(63,075)		(56,138)		(191,584)		(193,450)
Interest expense	(6,485)		(7,376)		(19,996)		(38,047)
Interest income	15,403		2,603		26,301		5,450
Other income (expense), net	11,224		(4,026)		2,485		(7,479)
Fulfillment center fire losses	—		—		—		(295,501)
Income (loss) before income taxes	$	97,562	$	(323,911)	$	(186,638)	$	(1,137,440)

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q, as well as our audited consolidated financial statements included in our 2021 Form 10-K. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-Q. As a result of many factors, including, without limitation, those factors set forth in the “Risk Factors” section of our 2021 Form 10-K and the “Risk Factors” section of subsequent Quarterly Reports on Form 10-Q, our actual results or timing of certain events could differ materially from the results or timing described in, or implied by, these forward-looking statements.

Overview

We are a leading e-commerce player in Korea. We believe that we are the preeminent online destination for e-commerce in the market because of our broad selection, low prices, and exceptional convenience across our owned inventory selection as well as products offered by third-party merchants. Our unique end-to-end fulfillment, logistics, and technology network enables Rocket Delivery, which provides free, next-day delivery for orders placed any time of the day, even seconds before midnight—across millions of products. Our structural advantages from complete end-to-end integration, investments in technology, and scale economies generate higher efficiencies that allow us to pass savings to customers in the form of lower prices. The capabilities we have built provide us with opportunities to expand into other offerings and geographies.

Beginning in the first quarter of 2022, we organized our operations into two segments: Product Commerce and Developing Offerings. These segments reflect the way management evaluates its business performance and manages its operations. See Note 14 — "Segment Reporting" to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Product Commerce primarily includes core retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings. Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea and from commissions earned from merchants that sell products through the Company’s mobile application and website.

Developing Offerings primarily includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service, Coupang Play, our online content streaming service, fintech, certain international initiatives, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services provided on the Company’s mobile applications and websites.

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Key Financial and Operating Highlights:

(in thousands)	Three Months Ended September 30,						% Change		Nine Months Ended September 30,						% Change
	2022			2021					2022			2021
Total net revenues	$	5,101,334		$	4,644,705		10	%	$	15,255,841		$	13,329,679		14	%
Total net revenues, constant currency(1)	$	5,914,613		$	4,513,626		27	%	$	17,115,796		$	12,555,591		28	%
Gross profit(2)	$	1,233,888		$	754,527		64	%	$	3,431,087		$	2,145,527		60	%
Net income (loss)(4)	$	90,679		$	(323,977)		NM(3)		$	(194,106)		$	(1,137,611)		(83)	%
Net income (loss) margin	1.8		%	(7.0)		%			(1.3)		%	(8.5)		%
Adjusted EBITDA(1)	$	194,919		$	(207,434)		NM(3)		$	170,219		$	(462,547)		NM(3)
Adjusted EBITDA margin(1)	3.8		%	(4.5)		%			1.1		%	(3.5)		%
Net cash provided by (used in) operating activities	$	58,164		$	(55,366)		NM(3)		$	(15,037)		$	(207,832)		(93)	%
Free cash flow(1)	$	(222,446)		$	(244,589)		(9)	%	$	(707,511)		$	(712,426)		(1)	%
Segment adjusted EBITDA:
Product Commerce	$	239,222		$	(118,235)		NM(3)		$	339,939		$	(235,397)		NM(3)
Developing Offerings	$	(44,303)		$	(89,199)		(50)	%	$	(169,720)		$	(227,150)		(25)	%
									Trailing Twelve Months Ended September 30,						% Change
(in thousands)									2022			2021
Net cash used in operating activities									$	(217,783)		$	(191,366)		14	%
Free cash flow(1)									$	(1,077,462)		$	(865,364)		25	%

_____________

(1)Total net revenues, constant currency; total net revenues growth, constant currency; adjusted EBITDA; adjusted EBITDA margin; and free cash flow are non-GAAP measures. See “Non-GAAP Financial Measures and Reconciliations” below for the reconciliation of the Non-GAAP measures with their comparable amounts prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

(2)Gross profit is calculated as total net revenues minus cost of sales, and includes $158 million related to inventory losses from the fulfillment center fire for the nine months ended September 30, 2021.

(3)Non-meaningful

(4)Net income (loss) includes $296 million related to fulfillment center fire losses for the nine months ended September 30, 2021.

We have experienced and may continue to experience uncertainty in our business and the global economy due to macroeconomic factors, including the prolonged COVID-19 pandemic, higher inflation and interest rates, changes in foreign currency exchange rates, supply chain disruptions including those of our vendors and suppliers, constraints in logistics and fulfillment related labor costs including costs to attract and retain employees, and consumer confidence which may impact our results. These drivers make it challenging to reasonably quantify the direct impact the pandemic has had, or may have in the future, on our business versus those impacts that may have been, or may be, indirectly related to the pandemic. For additional details, refer to Part I—Item 1A. “Risk Factors” contained in our 2021 Form 10-K.

Key Business Metrics and Non-GAAP Financial Measures

We review the key business and financial metrics discussed below. We use these measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Key Business Metrics

	Three Months Ended
(in thousands, except net revenues per Active Customer)	September 30, 2021		December 31, 2021		March 31, 2022		June 30, 2022		September 30, 2022
Active Customers	16,823		17,936		18,112		17,885		17,992
Total net revenues per Active Customer	$	276	$	283	$	283	$	282	$	284

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Active Customers

As of the last date of each reported period, we determine our number of Active Customers by counting the total number of individual customers who have ordered at least once directly from our apps or websites during the relevant period. A customer is anyone who has created an account on our apps or websites, identified by a unique email address. The change in Active Customers in a reported period captures both the inflow of new customers as well as the outflow of existing customers who have not made a purchase in the period. We view the number of Active Customers as a key indicator of our potential for growth in total net revenues, the reach of our network, the awareness of our brand, and the engagement of our customers.

Net Revenues per Active Customer

Net revenues per Active Customer is the total net revenues generated in a period divided by the total number of Active Customers in that period. A key driver of growth is increasing the frequency and the level of spend of Active Customers who are shopping on our apps or websites. We therefore view net revenues per Active Customer as a key indicator of engagement and retention of our customers and our success in increasing the share of wallet.

Non-GAAP Financial Measures and Reconciliations

We report our financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures provide investors with additional useful information in evaluating our performance. These non-GAAP financial measures may be different than similarly titled measures used by other companies.

Our non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with U.S. GAAP. Non-GAAP measures have limitations in that they do not reflect all the amounts associated with our results of operations as determined in accordance with U.S. GAAP. These measures should only be used to evaluate our results of operations in conjunction with the corresponding U.S. GAAP measures.

Free Cash Flow

Free cash flow is defined as cash flow from operations less purchases of property and equipment, plus proceeds from sale of property and equipment. We believe that free cash flow is an additional and useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations that, after purchases and sales of property and equipment, can be used for strategic initiatives, including investing in our business and strengthening our balance sheet. Free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of other U.S. GAAP financial measures, such as net cash provided by operating activities. A limitation of free cash flow is that it may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure. We expect our free cash flow to fluctuate in future periods as we invest in our business to support our plans for growth.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as net income/(loss) for a period before depreciation and amortization, interest expense, interest income, income tax expense (benefit), other income (expense), net, equity-based compensation, impairments, and other items that we do not believe are reflective of our ongoing operations. Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of total net revenues. We use adjusted EBITDA and adjusted EBITDA margin as key measures to evaluate and assess our performance and allocate internal resources. We believe adjusted EBITDA and adjusted EBITDA margin are frequently used by investors and other interested parties in evaluating companies in the e-commerce industry for period-to-period comparisons as they remove the impact of certain items that are not representative of our core business, such as material non-cash items and certain variable charges. However, other companies may calculate adjusted EBITDA and adjusted EBITDA margin in a manner different from ours and therefore they may not be directly comparable to similar terms used by other companies. Adjusted EBITDA and adjusted EBITDA margin are not measures of financial performance under U.S. GAAP and should not be considered as alternatives to cash flow from operating activities or as measures of liquidity or alternatives to net income/(loss) as indicators of operating performance or any other measures of performance derived in accordance with U.S. GAAP. Adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools, and you should consider them in addition to, and not in isolation or as substitutes, for analysis of our results as reported under U.S. GAAP.

Constant Currency Revenue and Constant Currency Revenue Growth

The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons. Our financial reporting currency is the U.S. dollar (“USD”) and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. For example, our business generates sales predominantly in Korean Won (“KRW”),

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which are favorably affected as the USD weakens relative to the KRW, and unfavorably affected as the USD strengthens relative to the KRW. We use constant currency revenue and constant currency revenue growth for financial and operational decision-making and as a means to evaluate comparisons between periods. We believe the presentation of our results on a constant currency or FX-neutral basis in addition to U.S. GAAP results helps improve the ability to understand our performance because they exclude the effects of foreign currency volatility that are not indicative of our actual results of operations.

Constant currency information compares results between periods as if exchange rates had remained constant, or FX-neutral. We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements, and use it to determine the constant currency revenue growth on a comparative basis. Constant currency revenue is calculated by translating current period revenues using the prior period exchange rate. Constant currency revenue growth (as a percentage) is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates.

These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with U.S. GAAP.

The following tables present the reconciliations from each U.S. GAAP measure to its corresponding non-GAAP measure for the periods noted:

Free Cash Flow

	Three Months Ended September 30,				Nine Months Ended September 30,				Trailing Twelve Months Ended September 30,
(in thousands)	2022		2021		2022		2021		2022		2021
Net cash provided by (used in) operating activities	$	58,164	$	(55,366)	$	(15,037)	$	(207,832)	$	(217,783)	$	(191,366)
Adjustments:
Purchases of land and buildings	(156,782)		(47,564)		(205,274)		(176,727)		(243,609)		(242,731)
Purchases of equipment	(126,618)		(142,494)		(497,800)		(328,827)		(627,574)		(432,512)
Total purchases of property and equipment	(283,400)		(190,058)		(703,074)		(505,554)		(871,183)		(675,243)
Proceeds from sale of property and equipment	2,790		835		10,600		960		11,504		1,245
Total adjustments	$	(280,610)	$	(189,223)	$	(692,474)	$	(504,594)	$	(859,679)	$	(673,998)
Free cash flow	$	(222,446)	$	(244,589)	$	(707,511)	$	(712,426)	$	(1,077,462)	$	(865,364)
Net cash used in investing activities	$	(288,755)	$	(201,231)	$	(718,453)	$	(506,812)	$	(887,166)	$	(677,118)
Net cash provided by financing activities	$	145,821	$	115,833	$	226,489	$	3,672,191	$	131,148	$	3,742,156

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Adjusted EBITDA and Adjusted EBITDA Margin

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2022			2021			2022			2021
Total net revenues	$	5,101,334		$	4,644,705		$	15,255,841		$	13,329,679
Net income (loss)	90,679			(323,977)			(194,106)			(1,137,611)
Net income (loss) margin	1.8		%	(7.0)		%	(1.3)		%	(8.5)		%
Adjustments:
Depreciation and amortization	54,424			51,540			174,063			145,866
Interest expense	6,485			7,376			19,996			38,047
Interest income	(15,403)			(2,603)			(26,301)			(5,450)
Income tax expense	6,883			66			7,468			171
Other (income) expense, net	(11,224)			4,026			(2,485)			7,479
Equity-based compensation	63,075			56,138			191,584			193,450
Fulfillment center fire losses	—			—			—			295,501
Adjusted EBITDA	$	194,919		$	(207,434)		$	170,219		$	(462,547)
Adjusted EBITDA margin	3.8		%	(4.5)		%	1.1		%	(3.5)		%

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Constant Currency Revenue and Constant Currency Revenue Growth

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2022			2021			2022			2021
Consolidated
Total net revenues	$	5,101,334		$	4,644,705		$	15,255,841		$	13,329,679
Total net revenues growth	10		%	48		%	14		%	63		%
Adjustment:
Exchange rate effect	813,279			(131,079)			1,859,955			(774,088)
Total net revenues, constant currency	$	5,914,613		$	4,513,626		$	17,115,796		$	12,555,591
Total net revenues growth, constant currency	27		%	44		%	28		%	54		%
Net retail sales	$	4,540,393		$	4,137,136		$	13,577,665		$	11,938,685
Net retail sales growth	10		%	43		%	14		%	58		%
Adjustment:
Exchange rate effect	723,839			(115,707)			1,655,356			(693,310)
Net retail sales, constant currency	$	5,264,232		$	4,021,429		$	15,233,021		$	11,245,375
Net retail sales growth, constant currency	27		%	39		%	28		%	49		%
Net other revenue	$	560,941		$	507,569		$	1,678,176		$	1,390,994
Net other revenue growth	11		%	113		%	21		%	129		%
Adjustment:
Exchange rate effect	89,440			(15,372)			204,599			(80,778)
Net other revenue, constant currency	$	650,381		$	492,197		$	1,882,775		$	1,310,216
Net other revenue growth, constant currency	28		%	106		%	35		%	115		%
Product Commerce
Net revenues	$	4,947,174		$	4,481,525		$	14,760,758		$	12,911,901
Net revenues growth	10		%	44		%	14		%	59		%
Adjustment:
Exchange rate effect	788,061			(125,667)			1,799,596			(749,827)
Net revenues, constant currency	$	5,735,235		$	4,355,858		$	16,560,354		$	12,162,074
Net revenues growth, constant currency	28		%	40		%	28		%	50		%
Developing Offerings
Net revenues	$	154,160		$	163,180		$	495,083		$	417,778
Net revenues growth	(6)		%	547		%	19		%	979		%
Adjustment:
Exchange rate effect	25,218			(5,412)			60,359			(24,261)
Net revenues, constant currency	$	179,378		$	157,768		$	555,442		$	393,517
Net revenues growth, constant currency	10		%	526		%	33		%	916		%

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Components of Results of Operations

Total Net Revenues

We categorize our total net revenues as (1) net retail sales and (2) net other revenue. Total net revenues incorporate reductions for estimated returns, promotional discounts, and earned loyalty rewards and exclude amounts collected on behalf of third parties, such as value added taxes. We periodically provide customers with promotional discounts to retail prices, such as percentage discounts and other similar offers, to incentivize increased customer spending and loyalty. These promotional discounts are discretionary and are reflected as reductions to the selling price and revenue recognized on each corresponding transaction. Loyalty rewards are offered as part of revenue transactions to all retail customers, whereby rewards are earned as a percentage of each purchase, for the customer to apply towards the purchase price of a future transaction. We defer a portion of revenue from each originating transaction, based on the estimated standalone selling price of the loyalty reward earned, and then recognize the revenue as the loyalty reward is redeemed in a future transaction, or when they expire. The amount of the deferred revenue related to these loyalty rewards is not material.

Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers. Net other revenue includes revenue from commissions earned from merchants that sell their products through our apps or websites. We are not the merchant of record in these transactions, nor do we take possession of the related inventory.

Net other revenue also includes consideration from online restaurant ordering and delivery services performed by us, as well as advertising services provided on our apps or websites. We also earn subscription revenue from memberships to our Rocket WOW membership program, which provides customers with access to benefits such as access to Rocket Fresh, no minimum spend for Rocket Delivery, free shipping on returns, and access to Coupang Play content streaming, which is also included in net other revenue.

Cost of Sales

Cost of sales primarily consists of the purchase price of products sold directly to customers where we record revenue gross, and includes logistics costs. Inbound shipping and handling costs to receive products from suppliers are included in inventory and recognized in cost of sales as products are sold. Additionally, cost of sales includes outbound shipping and logistics related expenses, delivery service costs from our restaurant delivery business, and depreciation and amortization expense.

Operating, General and Administrative Expenses

Operating, general and administrative expenses include all our operating costs excluding cost of sales, as described above. More specifically, these expenses include costs incurred in operating and staffing our fulfillment centers (including costs attributed to receiving, inspecting, picking, packaging, and preparing customer orders), customer service related costs, payment processing fees, costs related to the design, execution, and maintenance of our technology infrastructure and online offerings, advertising costs, general corporate function costs, and depreciation and amortization expense.

Interest Expense

Interest expense primarily consists of interest on our short-term borrowings and long-term debt, our convertible notes issued in our 2018 convertible note financing, and finance lease liabilities.

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Results of Operations

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net retail sales	$	4,540,393	$	4,137,136	$	13,577,665	$	11,938,685
Net other revenue	560,941		507,569		1,678,176		1,390,994
Total net revenues	5,101,334		4,644,705		15,255,841		13,329,679
Cost of sales	3,867,446		3,890,178		11,824,754		11,184,152
Operating, general and administrative	1,156,468		1,069,639		3,626,515		3,242,891
Total operating cost and expenses	5,023,914		4,959,817		15,451,269		14,427,043
Operating income (loss)	77,420		(315,112)		(195,428)		(1,097,364)
Interest income	15,403		2,603		26,301		5,450
Interest expense	(6,485)		(7,376)		(19,996)		(38,047)
Other income (expense), net	11,224		(4,026)		2,485		(7,479)
Income (loss) before income taxes	97,562		(323,911)		(186,638)		(1,137,440)
Income tax expense	6,883		66		7,468		171
Net income (loss)	$	90,679	$	(323,977)	$	(194,106)	$	(1,137,611)

Total Net Revenues

Total net revenues include net retail sales and net other revenues as discussed above. The following table presents our total net revenues by segment.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Product Commerce	$	4,947,174	$	4,481,525	$	14,760,758	$	12,911,901
Developing Offerings	154,160		163,180		495,083		417,778
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679

Total net revenues increased $0.5 billion or 10% (27% on a constant currency basis), and $1.9 billion or 14% (28% on a constant currency basis), respectively, for the three and nine months ended September 30, 2022, when compared to the prior year periods.

Product Commerce net revenues increased $0.5 billion or 10% (28% on a constant currency basis), and $1.8 billion or 14% (28% on a constant currency basis), respectively, for the three and nine months ended September 30, 2022, when compared to the prior periods. These increases are primarily due to continued growth in our Active Customers and total net revenues per Active Customer, driven by increased product selection of our owned inventory, increased customer engagement across more product categories, and increased merchants available on our marketplace.

Developing Offerings net revenues decreased $9 million or (6)% (10% increase on a constant currency basis), and increased $77 million or 19% (33% on a constant currency basis), respectively, for the three and nine months ended September 30, 2022, when compared to the prior year periods. The decrease for the three months is the result of unfavorable foreign currency translation effects. The three and nine months benefited from an increase in the average spend from Active Customers, partially offset by a decrease in those customers using our Eats offering.

Cost of Sales

Cost of sales for the three and nine months ended September 30, 2022 decreased $23 million or (1)%, and increased $641 million or 6%, respectively, compared to the prior year periods. The decrease for the three months is primarily attributable to foreign currency translation effects offset by increases in volume from increased sales and customer demand. The increase for the nine months is primarily attributable to increased volume resulting from increased sales and customer demand. Cost of sales as a percentage of revenue decreased from 83.8% and 83.9% for the three and nine months ended September 30, 2021, respectively, to 75.8% and 77.5% for the three and nine months ended September 30, 2022, respectively, primarily due to supply chain optimization and an increased percentage of revenues earned from higher margin revenue categories and offerings. The nine

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months ended September 30, 2021 was also negatively impacted from the $158 million fulfillment center fire, which did not recur.

Operating, General and Administrative Expenses

Operating, general and administrative expenses for the three and nine months ended September 30, 2022 increased $87 million or 8%, and $384 million, or 12%, respectively, compared to the prior year periods. These increases primarily reflect higher advertisement expenses to support growth and expansion of newer offerings and initiatives. These expenses as a percentage of revenue decreased from 23.0% to 22.7% for the three months ended September 30, 2022 related primarily to improved operating leverage, partially offset by increases in advertising expenses, and decreased from 24.3% to 23.8% for the nine months ended September 30, 2022 primarily related to costs of $138 million in the prior year period related to the fulfillment center fire, partially offset by increases in advertising expenses.

Interest Expense

Interest expense for the three and nine months ended September 30, 2022 decreased $0.9 million or (12)%, and $18.1 million or (47)%, respectively, compared to the prior year periods. The decrease for the nine months was primarily attributable to the conversion of our convertible notes into shares of our Class A common stock as a result of the Corporate Conversion and our initial public offering (“IPO”) during the first quarter of 2021.

Segment adjusted EBITDA

The operating performance measure of each segment is segment adjusted EBITDA. Segment adjusted EBITDA is defined as loss before income taxes for a period before depreciation and amortization, interest expense, interest income, income tax expense (benefit), other income (expense), net, equity-based compensation, impairments, and other items that we do not believe are reflective of our ongoing operations associated with our segments.

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Product Commerce	$	239,222	$	(118,235)	$	339,939	$	(235,397)
Developing Offerings	(44,303)		(89,199)		(169,720)		(227,150)
Consolidated adjusted EBITDA	$	194,919	$	(207,434)	$	170,219	$	(462,547)

Product Commerce segment adjusted EBITDA was $239 million and $340 million, respectively, for the three and nine months ended September 30, 2022, an increase of $357 million and $575 million compared to the prior year periods. The improvement was primarily due to an increase in net revenues, improved margins from supply chain optimization, an increased percentage of revenues earned from higher margin revenue categories, and improved operating leverage.

Developing Offerings segment adjusted EBITDA improved $45 million or 50%, and $57 million or 25% for the three and nine months ended September 30, 2022, when compared to the prior year periods. The improved adjusted EBITDA was the result of lower advertising and promotional costs as well as lower delivery costs per order associated with Coupang Eats, offset by increased investments made in our licensed content for Coupang Play.

Liquidity and Capital Resources

Liquidity

As of September 30, 2022 and December 31, 2021, we had stockholders’ equity of $2.2 billion. We may incur losses in the future. We expect that our investment into our growth strategy will continue to be significant, including with respect to our Developing Offerings segment which will continue to focus on our newer offerings and entrance into new geographies, as well as overall expansion of our fulfillment, logistics, and technology capabilities. As part of this expansion to fulfill anticipated future customer demand and continuation to expand services, we are currently building and have additional plans to build or purchase new fulfillment centers. We have entered into various construction contracts which are generally expected to be completed over the next three years. These contracts have remaining capital expenditure commitments of $438 million as of September 30, 2022. We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.

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Our primary source of funds have been cash generated from our net revenues, supplemented through debt financing and sales of our equity securities. Our on-going primary source of funds are expected to be our cash and cash equivalents, and cash generated from our net revenues, supplemented through debt financings. We had total cash and cash equivalents and restricted cash of $3.1 billion as of September 30, 2022, compared to $3.8 billion as of December 31, 2021. Additionally, the Company has $1.0 billion available under its 2021 revolving credit facility.

During the first quarter of 2021, we completed our IPO, in which we issued and sold 100,000,000 shares of our Class A common stock at a price of $35.00 per share. We received net proceeds of approximately $3.4 billion from the IPO after deducting underwriting discounts of $69 million and other offering costs.

	Nine Months Ended September 30,
(in thousands)	2022		2021
Net cash used in operating activities	$	(15,037)	$	(207,832)
Net cash used in investing activities	(718,453)		(506,812)
Net cash provided by financing activities	226,489		3,672,191
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(243,132)		(88,842)
Net (decrease) increase in cash and cash equivalents, and restricted cash	$	(750,133)	$	2,868,705
Cash and cash equivalents, and restricted cash, as of beginning of period	$	3,810,347	$	1,401,302
Cash and cash equivalents, and restricted cash, as of end of period	$	3,060,214	$	4,270,007

Operating Activities

Our net cash used in operating activities was $(15) million for the nine months ended September 30, 2022, representing a change of $193 million, compared to $(208) million of net cash used for operations for the nine months ended September 30, 2021. The year-over-year change in operating cash flow was primarily driven by a $944 million decrease in net loss partially offset by a $(188) million decrease in our non-cash expenses contributing to the net loss for the nine months ended September 30, 2022. Offsetting the improvement in cash used in operating activities was the increase in cash outflows of $(563) million from changes in operating assets and liabilities, consisting primarily of: an increase in cash outflow in other assets of $(91) million as a result of additional advances made to vendors and suppliers; a decrease in cash inflow in accounts payable of $(398) million due to slower growth than in 2021 and the timing of inventory purchases in 2022; a decrease in cash inflow in accrued expenses of $(57) million impacted by lower employee accruals compared to the prior year due to slower headcount growth; and a an increase in cash outflow in other liabilities of $(118) million from operating lease liabilities, withholdings and our defined severance benefit plan.

Investing Activities

Our net cash used in investing activities was $(718) million for the nine months ended September 30, 2022, representing an increase of $212 million, or 42%, as compared to $(507) million used in investing activities for the nine months ended September 30, 2021. This increase was mainly driven by a $198 million increase in purchases of property and equipment, primarily related to investments in our fulfillment and logistics infrastructure, including purchases of buildings, land and equipment.

Financing Activities

Our net cash provided by financing activities for the nine months ended September 30, 2022 decreased $3.4 billion, compared to the nine months ended September 30, 2021. This decrease was primarily driven by $3.4 billion of proceeds, net of underwriting discounts of $69 million and other offering costs, from the issuance of 100,000,000 shares of our Class A common stock upon the completion of our IPO in 2021, a $226 million increase in repayment of debt and short-term borrowings, all partially offset by a $234 million increase in proceeds from debt and short-term borrowings.

We believe that our sources of liquidity will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need additional cash resources in the future if we find and pursue opportunities for investment, acquisition, strategic cooperation, or other similar actions, which may include investing in technology, our logistics and fulfillment infrastructure, or related talent. If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to further optimize our capital structure, we may seek to issue additional debt or equity securities or obtain credit facilities or other sources of financing. This financing may not be available on favorable terms, or at all.

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Capital Resources

We have entered into material unconditional purchase obligations. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts and software licenses. Refer to Note 8 — "Commitments and Contingencies" in Part I, Item 1 - “Financial Statements (Unaudited)” for disclosure of our future commitments. We generally enter into term loan facility agreements to finance the acquisition of property or construction of our fulfillment centers. These agreements may require that we provide for collateral equal to or greater than the amount borrowed under the arrangement. As we continue to build additional fulfillment centers, we expect our borrowings under debt financing arrangements to continue to increase. The Company also has material operating leases which expire over the next eleven years. Total minimum contractual commitments due within the next 3 months were $164 million as of September 30, 2022. Additionally, we have open purchase orders for inventories that are primarily due in the next twelve months, and they are generally cancellable, in full or in part, through the contractual provisions.

Our short-term and long-term borrowings generally include lines of credit with financial institutions available to be drawn upon for general operating purposes.

In March 2022, the Company entered into a new five-year loan agreement to borrow $279 million, which was partially used to extinguish the $149 million August 2020 term loan facility which matured in March 2022 and to finance infrastructure of a fulfillment center. The Company pledged up to $335 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of 4.26%.

In September 2022, the Company entered into a $77 million one year term loan agreement. The Company pledged $92 million of certain land as collateral. The loan bears interest at a fixed rate of 4.75%. Principal is to be paid at maturity and interest is paid on a monthly basis.

In October 2022, the Company entered into a two-year revolving facility agreement with a borrowing limit of $112 million that bears interest at the average of 91-days CD interest rate plus 2.30%. The revolving facility is secured by certain of the Company’s inventories.

The Company has a three-year $1.0 billion unsecured credit facility (the “2021 revolving credit facility”). As of September 30, 2022, there was no balance outstanding on the 2021 revolving credit facility.

Refer to Note 6 — "Short-Term Borrowings and Long-Term Debt" in our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for disclosure of our debt obligations and collateral.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. For a discussion of our critical accounting policies and estimates, refer to the section entitled “Critical Accounting Policies and Estimates” in our 2021 Form 10-K.

Other significant accounting policies are also discussed in Note 1 — “Description of Business and Summary of Significant Accounting Policies” to the consolidated financial statements in Part II, Item 8 of our 2021 Form 10-K. There have been no significant changes to these policies and estimates for the nine months ended September 30, 2022, except as described in Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Recently Adopted Accounting Pronouncements

See Note 1 — "Basis of Presentation and Summary of Significant Accounting Policies" to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk

In addition to the risks inherent in our operations, we are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates, foreign currency, and credit.

Interest Rate Risk

As of September 30, 2022, we had cash, cash equivalents, and restricted cash of $3.1 billion. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Our interest rate risk arises primarily from our short-term borrowings. Borrowings issued at variable rates expose us to variability in cash flows. Our policy, in the management of interest rate risk, is to strike a balance between fixed and floating rate financial instruments as well as our cash and cash equivalents and any short-term investments we may hold. The balance struck by our management is dependent on prevailing interest rate markets at any point in time.

Our borrowings include lines of credit with financial institutions, some of which carry variable interest rates. As of September 30, 2022, there was no balances outstanding on our revolving credit facilities. Any future borrowings incurred under the 2021 revolving credit facility would accrue interest at a floating rate based on a formula tied to certain market rates at the time of incurrence.

Our term loan facilities have fixed interest rates. While fluctuations in interest rates do not impact our results of operations, the fair value of our debt is impacted by market interest rates, decreasing in periods of rising rates and increasing in periods of declining rates.

Foreign Currency Risk

We have accounts on our foreign subsidiaries’ ledgers, which are maintained in the respective subsidiary’s local currency and translated into USD for reporting of our consolidated financial statements. As a result, we are exposed to fluctuations in the exchange rates of various currencies against the USD and other currencies, including the KRW.

Transactional

We generate the majority of our revenue from customers within Korea. Typically, we aim to align costs with revenue denominated in the same currency, but we are not always able to do so. As a result of the geographic spread of our operations and due to our reliance on certain products and services priced in currencies other than KRW, our business, results of operations, and financial condition have been and will continue to be impacted by the volatility of the KRW against foreign currencies.

Translational

Coupang, Inc.’s functional currency and reporting currency is the USD. The local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary, is the KRW. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into USD at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into USD using average rates that approximate those in effect during the period. Consequently, increases or decreases in the value of the USD affect the value of these items with respect to the non-USD-denominated businesses in the consolidated financial statements, even if their value has not changed in their original currency. For example, a stronger USD will reduce the reported results of operations of non-USD-denominated businesses and conversely a weaker USD will increase the reported results of operations of non-USD-denominated businesses. An assumed hypothetical 10% adverse change in average exchange rates used to translate foreign currencies to USD would have resulted in a decline in total net revenues of approximately $457 million and $1.4 billion and an immaterial impact in net income (loss) for the three and nine months ended September 30, 2022, respectively.

At this time, we do not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency risk. It is difficult to predict the impact hedging activities would have on our results of operations.

Credit Risk

Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. We place cash and cash equivalents with financial institutions that management believes are of high credit quality. The degree of credit risk will vary based on many factors, including the duration of the transaction and the

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contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments.

Item 4.   Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2022, our disclosure controls and procedures were evaluated, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to assess whether they are effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of September 30, 2022, due to the material weaknesses in our internal control over financial reporting, as further described below. As a result, our management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, our condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Previously Reported Material Weakness

As disclosed in our 2021 Form 10-K, we previously identified material weaknesses in our internal control over financial reporting related to (i) the design and effectiveness of information technology general controls, (ii) inadequate segregation of duties, and (iii) inadequate internal control over the timely preparation and review of account reconciliations. We have concluded that these material weaknesses arose because we did not have sufficient qualified accounting resources, formalized processes, and policies necessary to satisfy the accounting and financial reporting requirements of a public company. We have determined that these control deficiencies constituted material weaknesses in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional misstatements to our consolidated financial statements that would be material and would not be prevented or detected on a timely basis.

Remediation Plan

Management has developed and is executing a remediation plan to address the previously disclosed material weaknesses. We are actively engaged in the remediation of each of the outstanding material weaknesses, including utilizing the assistance of outside advisors where appropriate.

To remediate the existing material weaknesses, additional time is required to demonstrate the effectiveness of the remediation efforts. The material weaknesses cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Limitations on Effectiveness of Controls and Procedures

Our management, including our CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part II.   Other Information

Item 1.   Legal Proceedings

From time to time, we are subject to legal proceedings, claims, litigation, governmental audits, inspections, investigations, and other various proceedings in the ordinary course of business. We have received, and may in the future continue to receive, claims, litigation, governmental audits, inspections, and investigations relating to issues such as employment and labor, worker classification and assignment, worker pay, hours and benefits, labor relations including union and collective bargaining issues, employment authorization and immigration, worker safety, intellectual property (including patent, trademark, and copyright), product safety, personal injury, privacy, information security, tax compliance, import/export regulations, foreign exchange regulations, licenses and permits, food safety, medical products, drugs and devices, financial services, antitrust and fair trade matters, consumer protection, and environmental issues.

The results of any current or future claims, litigation, governmental audits, inspections, or investigations cannot be predicted with certainty. Regardless of the outcome, these claims and proceedings could have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our brand and reputation, and other factors.

There have been no material developments with respect to the legal proceedings previously disclosed in Part I, Item 3 under the caption “Legal Proceedings” of our 2021 Form 10-K.

Item 1A.   Risk Factors

Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties disclosed in Part 1, Item 1A, under the caption “Risk Factors,” of our 2021 Form 10-K which risks could materially and adversely affect our business, results of operations, financial condition, and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors may not be the only ones that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating globally.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

The Registration Statement on Form S-1 (File No. 333-253030) for our IPO of our Class A common stock was declared effective by the SEC on March 10, 2021. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act and other periodic reports previously filed with the SEC.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

Not applicable.

Item 5.   Other Information

Not applicable.

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Item 6.   Exhibits

Exhibit Number	Description of Exhibit	Provided Herewith	Incorporated by Reference
			Form	File No.	Exhibit	Filing Date
3.1	Certificate of Incorporation of the Registrant.		10-Q	001-40155	3.1	November 12, 2021
3.2	Bylaws of the Registrant.		10-Q	001-40155	3.2	November 12, 2021
10.1+	Consulting Agreement between Coupang, Inc. and Thuan Pham dated July 29, 2022.	X
31.1	Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1*	Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2*	Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_____________

+	Indicates management contract or compensatory plan
*	Indicates furnished exhibit

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COUPANG, INC. (REGISTRANT)
By:	/s/ Jonathan Lee
	Jonathan Lee
	Chief Accounting Officer (Principal Accounting Officer)

Dated: November 10, 2022

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EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into on July 29, 2022 by and between Thuan Pham (“Consultant”), and Coupang, Inc., a Delaware corporation (“Parent”) and Coupang Global, LLC, a Delaware limited liability company (hereinafter collectively referred to as the “Company”).

RECITALS

WHEREAS, Consultant previously served as Chief Technology Officer of Parent, as well as Chief Executive Officer of Coupang Global, LLC;

WHEREAS, On September 15, 2022, Consultant will retire and end Consultant’s Continuous Service with Parent and the Company, as defined by the Company’s employment and compensation agreements between the Company and Consultant;

WHEREAS, the Company desires to avail itself of the unique experience, ability, and services of Consultant; Consultant desires to provide professional services to the Company; and the parties desire their relationship to be governed by the terms of this Agreement.

AGREEMENT

In consideration of the mutual promises contained herein, the parties agree as follows:

1.Duties. The Company engages Consultant to provide the services (the “Services”) set forth in Exhibit A to this Agreement (the “Project Plan”). If the terms of the Project Plan directly conflict with the terms of this Agreement, the terms of the Project Plan will prevail.

2.Payment. Subject to Consultant performing their obligations in accordance with this Agreement, the Company will pay Consultant as stated in the Project Plan. Consultant shall deliver invoices for Services performed in the previous month to the Company within fifteen (15) days following the last day of the month. The Company shall pay undisputed invoices within thirty (30) days of receipt. Other than the fees stated in the Project Plan, no other amounts are payable by the Company for Consultant’s performance of the Services.

3.Taxes. Consultant shall be responsible for reporting as income all payments received by Consultant under this Agreement to any federal, state or local tax authority. Consultant shall be responsible for all self-employment, social security, VAT and other taxes, fines, penalties or other liability to any federal, state or local jurisdiction with taxing authority. Consultant indemnifies and holds harmless the Company from any claim of liability of any kind by any taxing authority as a result of the payments made under this Agreement.

4.Term and Termination. This Agreement commences on September 19, 2022, and, subject to earlier termination, will automatically expire on midnight March 18, 2023 (the “Term”). Either party may terminate this Agreement at any time and for any reason

1

immediately upon written notice to the other party. Paragraphs 7, 8, 9 and 10 shall survive the termination of this Agreement. In the event Company terminates the Agreement without just cause before the expiration of the Agreement, within thirty (30) days of the termination, the Company shall pay the remaining compensation Consultant would have received had the Agreement not been terminated before the stated expiration date. For the purposes of this agreement, “just cause” shall mean a breach of this Agreement, and any act or omission that constitutes gross negligence, fraud, or dishonesty.

5.Status of Consultant. Consultant shall not represent himself as an agent of the Company for any purpose and has no authority to bind the Company in any manner whatsoever. Consultant’s relationship with the Company is solely that of an independent contractor and nothing in this Agreement creates a partnership, agency, joint venture, employment or any other type of relationship. Consultant shall not be entitled to any rights or benefits (such as retirement, group health etc.) provided to the Company’s employees. Consultant is responsible for obtaining all applicable licenses and permits required for performance of this Agreement. Consultant understands and acknowledges that the Company will not obtain workers’ compensation insurance covering Consultant.

6.Compliance with Law and Company Policies. In performing the Services, Consultant shall: (i) comply with all applicable laws and regulations, (ii) comply with the Company’s policies and procedures including the Code of Business Conduct and Ethics, and

(iii) perform the Services in a timely, diligent and professional manner, and with the same degree of care, skill, and prudence that would be customarily exercised in the Company’s best interest.

7.Indemnity and Contribution. Recognizing that activities of the type contemplated by this Agreement sometimes result in litigation and that Consultant’s role is limited, the Company agrees, subject to the exclusions of liability in Paragraph 8, to indemnify Consultant and hold Consultant harmless, to the fullest extent lawful against any and all claims, damages, losses, liabilities and expenses as incurred (including all reasonable fees and disbursements of Consultant and his counsel and such persons’ reasonable travel and other out-of-pocket expenses incurred in connection with the investigation of and preparation for any such pending or threatened claims and any litigation or other proceedings arising herefrom) arising out of Consultant’s engagement hereunder; provided, however, that there shall be excluded from such indemnification any claim, damage, loss, liability or expense that arises primarily out of or is based primarily upon any action or failure to act by Consultant that constitutes a breach of this Agreement, dishonesty, willful misconduct or gross negligence on the part of Consultant, other than an action or failure to act undertaken at the Company’s direct request or with the Company’s consent.

8.Limitation of Liability. The Company’s liability to Consultant for any breach arising out of or relating to this Agreement shall not exceed the total amount payable under Paragraphs 2 and 7 and shall not include any incidental, indirect, special, consequential or emotional distress damages of any kind.

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9.Limitations on the Company’s Liability and Consultant’s Indemnification of the Company. By entering into this Agreement and receiving the Services, but subject to the other terms and conditions of this Agreement, the Company and its affiliates will not be liable for any Damages (defined below) caused by Consultant’s dishonesty, willful misconduct, or gross negligence or for Consultant’s breach of this Agreement. Consultant shall indemnify and hold harmless the Company and its affiliates from and against all losses, judgments, damages, expenses (including, without limitation, reasonable fees and expenses of counsel) and liabilities (collectively “Damages”) incurred by the Company or its affiliates arising from, as a result of, in connection with, or relating to, Consultant’s dishonesty, willful misconduct or gross negligence in performing any Services or for Consultant’s breach of this Agreement.

10.Confidential Information, Non-Disclosure, Work Product, Non-Solicitation and Non-Disparagement.

a.Confidential Information. Consultant will have access to the Company’s and its affiliates’ (collectively, the “Company Group”) trade secrets and other confidential information which is not known to the Company Group’s competitors or within the Company Group’s industry generally, which was developed by the Company Group over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company Group. Consultant agrees that, unless otherwise required by law, and notwithstanding the termination or expiration of this Agreement, Consultant will forever keep confidential all trade secrets and Confidential Information of the Company Group, and Consultant will not use such trade secrets or other Confidential Information for Consultant’s own private benefit, or directly or indirectly for the benefit of others, and Consultant will not disclose Company Group trade secrets or other Confidential Information to any other person, directly or indirectly. As used in this Agreement, “Confidential Information” means all confidential or proprietary information concerning the Company Group’s business, including the terms of this Agreement, all trade secrets, know-how and other information generally retained on a confidential basis by the Company and its affiliates with respect to its products, methods, techniques, testing and statistical methods and analysis, cost and pricing information (including bid prices), algorithms, systems, software codes and specifications, formulae, inventions and discoveries, business plans, pricing, product plans and the identities of and nature of the Company’s and its affiliates’ dealings with its employees, suppliers and customers. Confidential Information will not include any information that is or becomes part of the public domain through no fault of Consultant. Consultant agrees to take all actions reasonably necessary to protect the confidentiality of all trade secrets and other Confidential Information in their possession or control, and agrees to promptly notify the Company of any actual or suspected disclosures of trade secrets or other Confidential Information in breach of this Agreement. If Consultant is legally compelled (by subpoena, interrogatory, request for documents, investigative demand or similar process) to disclose Confidential Information, Consultant shall give the Company prompt, prior written notice so the Company can seek an appropriate remedy or waive compliance. If legally compelled to disclose Confidential Information, Consultant shall furnish only that portion of the Confidential Information required on advice of legal counsel and shall exercise Consultant’s best efforts to obtain an order or assurance that any Confidential Information disclosed will be treated by all others in a confidential manner.

3

Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, Consultant acknowledges that Consultant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit Consultant’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information to the extent that such limitation is a violation of law.

b.Work Product.

i.Disclosure of Work Product. Consultant will, as an integral part of the performance of Services, disclose in writing to the Company all notes, documents, information, ideas, documentation, improvements, works of authorship, creations, trade secrets, processes, techniques, know-how, products, inventions, patent applications, technology, designs, drawings, algorithms, specifications, computer programs, databases, user interfaces, encoding techniques, and other information and materials of any kind (including any related improvements or modifications to the foregoing) that Consultant (or anyone acting on Consultant’s behalf) may make, conceive, create, develop or reduce to practice, alone or jointly with others, in connection with performing the Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, “Work Product”). Work Product shall constitute the Company’s Confidential Information hereunder. Consultant agrees that the Work Product shall not contain, incorporate or include any technology, software, inventions, discoveries, tools, methodologies, works of authorship or other materials owned or controlled by a third party (“Third Party IP”) unless the Company otherwise agrees in writing.

ii.Ownership of Work Product. Consultant agrees that Work Product will be deemed to be work produced for the Company’s benefit and shall be the sole and exclusive property and Confidential Information of the Company. To the extent that Consultant retains any right, title or interest in Work Product, Consultant hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, all right, title and interest worldwide in and to the Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At the Company’s request, during and after the Term of this Agreement, Consultant will assist and cooperate with the Company in all respects, and will execute documents, and will take such further acts reasonably requested by the Company to enable the Company to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections in respect of the Work Product. Consultant hereby appoints the officers of the Company as Consultant’s attorney-in-fact to execute documents on behalf of Consultant for this limited purpose.

4

iii.Moral Rights. To the fullest extent permitted by applicable law, Consultant also hereby irrevocably transfers and assigns to the Company, and agrees to irrevocably transfer and assign to the Company, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Consultant may have in or with respect to any Work Product, during and after the Term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right as called or generally referred to as a “moral right.”

iv.Prior Proprietary Information Retained and Licensed. Consultant will, within fifteen (15) days, provide a list describing all work product, information, inventions, original works of authorship, ideas, know-how, processes, designs, computer programs, photographs, illustrations, developments, trade secrets and discoveries, including improvements Consultant conceived, created, developed, made, reduced to practice or completed, either alone or with others that Consultant: (i) made, created, developed or invented by Consultant prior to the Term of this Agreement; (ii) claims a proprietary right or interest in; and (iii) does not assign to the Company hereunder, (collectively referred to as the “Prior Proprietary Information”). If no such list is provided within fifteen (15) days or if such list is blank when delivered, then Consultant represents that there is no such relevant Prior Proprietary Information applicable to this engagement. Consultant understands and agrees that the Company makes no attempt to verify Consultant’s claim of ownership to any of the Prior Proprietary Information. Consultant agrees that Consultant shall not incorporate in any Work Product any Prior Proprietary Information or any of the technology described in any Prior Proprietary Information. Nonetheless, if in the course of the Services, Consultant incorporates Prior Proprietary Information into any Work Product, Consultant agrees to grant and hereby grants the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, have used, import, export, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Proprietary Information, and provided further that all of the foregoing rights of the Company shall extend to any derivative works so prepared.

c.Return of Company Property. Upon the termination or expiration of this Agreement for any reason, Consultant shall immediately return and deliver to the Company any and all: (i) Work Product including all work in progress on any Work Product; (ii) Confidential Information in the possession or control of the Consultant; and (iii) any other property or assets of the Company including laptops and other devices. Further, Consultant shall not retain any Work Product, Confidential Information, property or other assets belonging to any member of the Company Group or any copies thereof (in electronic or hard copy format).

d.Non-solicitation. Consultant agrees that for the duration of the Term, and for a period of twelve (12) months thereafter (the “Restricted Period”), he will not, directly or indirectly, solicit or recruit any person who at any time on or after the date of this Agreement is an officer, director, employee, consultant or independent contractor of any member of the

5

Company or its affiliates who are involved in the Company’s business. Notwithstanding the foregoing, nothing in this Agreement shall prohibit (A) a general solicitation to the public of general advertising or similar methods of solicitation by search firms not specifically directed at any such individual or (B) Consultant from soliciting, recruiting or hiring any such individual who has ceased to be employed or retained by the Company or any of its affiliates for at least twelve (12) months. Consultant hereby agrees that during the Restricted Period, Consultant will not, directly or indirectly, induce, or attempt to induce, cause or solicit any customer, client or supplier of the Company to reduce or cease doing business with the Company, or in any way knowingly interfere with the relationship between any customer, client or supplier of the Company, on the one hand, and the Company, on the other hand.

e.Non-disparagement. Consultant shall not disparage the Company, any of its affiliates, directors, officers, or employees in any way that could adversely affect the goodwill, reputation or business relationships of the Company or any of its affiliates with the public generally, or with any of their respective customers, suppliers or employees. The Company shall instruct its officers not to disparage the Consultant.

f.Enforcement. The parties specifically acknowledge and agree that the remedy at law for any breach of the covenants in this Paragraph 10 will be inadequate and that the Company, in addition to any other relief available to it, shall be entitled to temporary and permanent injunctive relief. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Paragraph 10 is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. In the event that any court will not reform such covenants, then the parties hereto agree to amend such provisions to set forth the maximum limitations permitted by applicable law.

11.Miscellaneous. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without reference to conflict of law provisions. This Agreement may not be assigned by either party without the written consent of the other party. Consultant shall personally perform the Services and shall delegate none of the Services to any other individual or entity without prior written authorization from the Company. This document and its Exhibits contain the entire agreement between the parties with respect to its subject matter and governs the relationship between the parties during and after the Term of this Agreement. Nothing in this Agreement amends, supersedes or terminates, the terms and conditions of prior agreements between the parties. The parties agree that any provision of this Agreement or its application which is held invalid shall not affect other obligations, provisions, or applications of this Agreement which can be given effect without the invalid provisions or applications. No modification or amendment of this Agreement, including the Project Plan, shall be valid unless it is in writing and signed by both parties. The failure of either party to demand strict performance of any provision of this

6

Agreement shall not constitute a waiver of any provision, term, covenant, or condition of this Agreement or of the right to demand strict performance in the future.

7

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have hereunto set their hands under seal, as of the date first above written.

CONSULTANT:

Thuan Pham

COUPANG, INC.

By:

Name: HL Rogers

Title: General Counsel and Chief Administrative Officer

COUPANG GLOBAL, LLC

By:

Name: James Roe

Title: Deputy General Counsel

8

Exhibit A Project Plan

Date Project Assignment Begins: September 19, 2022

Consultant: Thuan Pham

Description of Services: During the Term, as requested, Consultant will provide the Company support, knowledge, and counseling in order to best assist the Company in achieving its objectives related to but not limited to the following subject matters:

•The knowledge, abilities, competencies, weaknesses, skills, achievements, experience, projects, and work areas of any of the Company’s employees that have worked in Consultant’s organization within the Company or for which Consultant is familiar;

•Any ongoing or planned technology and/or engineering related projects including building infrastructure for the Company;

•Any technology or engineering related challenges and/or solutions or roadmaps currently existing or anticipated for the Company.

Fee: The Company shall pay Consultant a fee of $33,333.33 per month, payable in arrears.

Expenses: The Company will reimburse Consultant (without duplication) for travel, meals, lodging and other expenses reasonably required for fulfilling Consultant’s obligations to the Company. Consultant will furnish Company with copies of receipts and other reasonably requested supporting documentation for any expenses for which Consultant requests reimbursement. The reimbursable expenses referred to in this paragraph shall not exceed a total aggregate monthly amount of $1,000, unless pre-approved by the Company.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bom Kim, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Coupang, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2022

COUPANG, INC.
By:	/s/ Bom Kim
	Bom Kim
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gaurav Anand, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Coupang, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2022

COUPANG, INC.
By:	/s/ Gaurav Anand
	Gaurav Anand
	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bom Kim, the Chief Executive Officer of Coupang, Inc., certify, to the best of my knowledge and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Coupang, Inc. for the fiscal quarter ended September 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Coupang, Inc.

Date: November 10, 2022

By:	/s/ Bom Kim
	Bom Kim
	Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gaurav Anand, the Chief Financial Officer of Coupang, Inc., certify, to the best of my knowledge and pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Coupang, Inc. for the fiscal quarter ended September 30, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Coupang, Inc.

Date: November 10, 2022

By:	/s/ Gaurav Anand
	Gaurav Anand
	Chief Financial Officer (Principal Financial Officer)

XML

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 03, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-40115
Entity Registrant Name	COUPANG, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-2810505
Entity Address, Address Line One	720 Olive Way
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	333-3839
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CPNG
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001834584
Common class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,595,495,238
Common class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		174,802,990

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 2,903,052	$ 3,487,708
Restricted cash	156,970	319,800
Accounts receivable, net	169,424	175,350
Inventories	1,406,380	1,421,501
Other current assets	292,215	232,447
Total current assets	4,928,041	5,636,806
Long-term restricted cash	192	2,839
Property, plant and equipment, net	1,540,088	1,347,531
Operating lease right-of-use assets	1,292,486	1,374,629
Goodwill	10,121	9,739
Long-term lease deposits and other	355,733	270,290
Total assets	8,126,661	8,641,834
Current liabilities:
Accounts payable	2,940,540	3,442,720
Accrued expenses	248,794	304,293
Deferred revenue	129,235	93,972
Short-term borrowings	159,640	7,811
Current portion of long-term debt	2,719	341,717
Current portion of long-term operating lease obligations	278,030	287,066
Other current liabilities	270,295	266,709
Total current liabilities	4,029,253	4,744,288
Long-term debt	561,069	283,190
Long-term operating lease obligations	1,142,179	1,201,277
Defined severance benefits and other	222,194	237,122
Total liabilities	5,954,695	6,465,877
Commitments and contingencies (Note 8)
Stockholders' equity
Class A common stock, $0.0001 par value, 10,000,000,000 shares authorized, 1,594,140,393 and 1,579,399,667 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively; Class B common stock, $0.0001 par value, 250,000,000 shares authorized, 174,802,990 shares issued and outstanding as of September 30, 2022 and December 31, 2021	177	175
Additional paid-in capital	8,080,618	7,874,038
Accumulated other comprehensive loss	(64,206)	(47,739)
Accumulated deficit	(5,844,623)	(5,650,517)
Total stockholders' equity	2,171,966	2,175,957
Total liabilities and stockholders' equity	$ 8,126,661	$ 8,641,834

XML

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Common class A
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	10,000,000,000	10,000,000,000
Common stock, shares issued (in shares)	1,594,140,393	1,594,140,393
Common stock, shares outstanding (in shares)	1,579,399,667	1,579,399,667
Common class B
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares issued (in shares)	174,802,990	174,802,990
Common stock, shares outstanding (in shares)	174,802,990	174,802,990

XML

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Total net revenues	$ 5,101,334	$ 4,644,705	$ 15,255,841	$ 13,329,679
Cost of sales	3,867,446	3,890,178	11,824,754	11,184,152
Operating, general and administrative	1,156,468	1,069,639	3,626,515	3,242,891
Total operating cost and expenses	5,023,914	4,959,817	15,451,269	14,427,043
Operating income (loss)	77,420	(315,112)	(195,428)	(1,097,364)
Interest income	15,403	2,603	26,301	5,450
Interest expense	(6,485)	(7,376)	(19,996)	(38,047)
Other income (expense), net	11,224	(4,026)	2,485	(7,479)
Income (loss) before income taxes	97,562	(323,911)	(186,638)	(1,137,440)
Income tax expense	6,883	66	7,468	171
Net income (loss)	90,679	(323,977)	(194,106)	(1,137,611)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax	(52,758)	24,266	(54,717)	38,887
Actuarial gain (loss) on defined severance benefits, net of tax	243	1,266	38,250	(7,708)
Total other comprehensive (loss) income	(52,515)	25,532	(16,467)	31,179
Comprehensive income (loss)	$ 38,164	$ (298,445)	$ (210,573)	$ (1,106,432)
Net income (loss) attributable to Class A and Class B common stockholders per share:
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share)	$ 0.05	$ (0.19)	$ (0.11)	$ (0.87)
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share)	$ 0.05	$ (0.19)	$ (0.11)	$ (0.87)
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares)	1,767,275	1,747,255	1,762,465	1,313,234
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares)	1,790,941	1,747,255	1,762,465	1,313,234
Net retail sales
Total net revenues	$ 4,540,393	$ 4,137,136	$ 13,577,665	$ 11,938,685
Net other revenue
Total net revenues	$ 560,941	$ 507,569	$ 1,678,176	$ 1,390,994

XML

Condensed Consolidated Statements of Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands	Total	Common Units	Class A and Class B Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Redeemable Convertible Preferred Units
Beginning balance (in shares) at Dec. 31, 2020							1,329,465
Beginning balance at Dec. 31, 2020							$ 3,465,611
Increase (Decrease) in Temporary Equity [Roll Forward]
Conversion of redeemable convertible preferred units into Class A and Class B common stock (in shares)							(1,329,465)
Conversion of redeemable convertible preferred units into Class A and Class B common stock							$ (3,465,611)
Ending balance (in shares) at Mar. 31, 2021							0
Ending balance at Mar. 31, 2021							$ 0
Beginning balance (in shares) at Dec. 31, 2020		105,822	0
Common units, beginning balance at Dec. 31, 2020		$ 45,122
Beginning balance at Dec. 31, 2020	$ (4,068,862)		$ 0	$ 25,036	$ (31,093)	$ (4,107,927)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(295,033)					(295,033)
Foreign currency translation adjustments, net of tax	14,972				14,972
Actuarial gain (loss) on defined severance benefits, net of tax	918				918
Issuance of common units, equity-based compensation plan (in shares)			2,680
Issuance of common units, equity-based compensation plan	4,767			4,767
Equity-based compensation	2,974	$ 2,974
Issuance of common units, equity-based compensation plan (in shares)		22,901
Issuance of common units, equity-based compensation plan	38,968	$ 38,968
Conversion of common units into Class A and Class B common stock (in shares)		128,723	128,648
Conversion of common units into Class A and Class B common stock	0	$ (87,064)	$ (13)	(87,051)
Conversion of redeemable convertible preferred units into Class A and Class B common stock (in shares)			1,329,465
Conversion of redeemable convertible preferred units into Class A and Class B common stock	3,465,611		$ 133	3,465,478
Issuance of Class A common stock, net of underwriting discounts and offering costs (in shares)			100,000
Issuance of Class A common stock, net of underwriting discounts and offering costs	3,416,819		$ 10	3,416,809
Conversion of convertible notes into Class A common stock			171,750
Conversion of convertible notes into Class A common stock	609,999		$ 17	609,982
Equity-based compensation subsequent to Corporate Conversion and IPO	83,992			83,992
Ending balance (in shares) at Mar. 31, 2021		0	1,732,543
Common units, ending balance at Mar. 31, 2021		$ 0
Ending balance at Mar. 31, 2021	3,275,125		$ 173	7,693,115	(15,203)	(4,402,960)
Beginning balance (in shares) at Dec. 31, 2020							1,329,465
Beginning balance at Dec. 31, 2020							$ 3,465,611
Ending balance (in shares) at Sep. 30, 2021							0
Ending balance at Sep. 30, 2021							$ 0
Beginning balance (in shares) at Dec. 31, 2020		105,822	0
Common units, beginning balance at Dec. 31, 2020		$ 45,122
Beginning balance at Dec. 31, 2020	(4,068,862)		$ 0	25,036	(31,093)	(4,107,927)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,137,611)
Foreign currency translation adjustments, net of tax	38,887
Actuarial gain (loss) on defined severance benefits, net of tax	(7,708)
Ending balance (in shares) at Sep. 30, 2021		0	1,750,355
Common units, ending balance at Sep. 30, 2021		$ 0
Ending balance at Sep. 30, 2021	2,568,106		$ 174	7,813,384	86	(5,245,538)
Beginning balance (in shares) at Mar. 31, 2021							0
Beginning balance at Mar. 31, 2021							$ 0
Ending balance (in shares) at Jun. 30, 2021							0
Ending balance at Jun. 30, 2021							$ 0
Beginning balance (in shares) at Mar. 31, 2021		0	1,732,543
Common units, beginning balance at Mar. 31, 2021		$ 0
Beginning balance at Mar. 31, 2021	3,275,125		$ 173	7,693,115	(15,203)	(4,402,960)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(518,601)					(518,601)
Foreign currency translation adjustments, net of tax	(351)				(351)
Actuarial gain (loss) on defined severance benefits, net of tax	(9,892)				(9,892)
Issuance of common units, equity-based compensation plan (in shares)			3,036
Issuance of common units, equity-based compensation plan	6,002			6,002
Equity-based compensation	50,346			50,346
Ending balance (in shares) at Jun. 30, 2021		0	1,735,579
Common units, ending balance at Jun. 30, 2021		$ 0
Ending balance at Jun. 30, 2021	2,802,629		$ 173	7,749,463	(25,446)	(4,921,561)
Ending balance (in shares) at Sep. 30, 2021							0
Ending balance at Sep. 30, 2021							$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(323,977)					(323,977)
Foreign currency translation adjustments, net of tax	24,266				24,266
Actuarial gain (loss) on defined severance benefits, net of tax	1,266				1,266
Issuance of common units, equity-based compensation plan (in shares)			14,776
Issuance of common units, equity-based compensation plan	7,784		$ 1	7,783
Equity-based compensation	56,138			56,138
Ending balance (in shares) at Sep. 30, 2021		0	1,750,355
Common units, ending balance at Sep. 30, 2021		$ 0
Ending balance at Sep. 30, 2021	2,568,106		$ 174	7,813,384	86	(5,245,538)
Beginning balance (in shares) at Dec. 31, 2021							0
Beginning balance at Dec. 31, 2021							$ 0
Ending balance (in shares) at Mar. 31, 2022							0
Ending balance at Mar. 31, 2022							$ 0
Beginning balance (in shares) at Dec. 31, 2021		0	1,754,203
Common units, beginning balance at Dec. 31, 2021		$ 0
Beginning balance at Dec. 31, 2021	2,175,957		$ 175	7,874,038	(47,739)	(5,650,517)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(209,294)					(209,294)
Foreign currency translation adjustments, net of tax	3,011				3,011
Actuarial gain (loss) on defined severance benefits, net of tax	3,811				3,811
Issuance of common units, equity-based compensation plan (in shares)			4,147
Issuance of common units, equity-based compensation plan	8,183		$ 1	8,182
Issuance of common stock upon settlement of restricted stock units (in shares)			2,708
Issuance of common stock upon settlement of restricted stock units	0
Equity-based compensation	55,593			55,593
Ending balance (in shares) at Mar. 31, 2022		0	1,761,058
Common units, ending balance at Mar. 31, 2022		$ 0
Ending balance at Mar. 31, 2022	2,037,261		$ 176	7,937,813	(40,917)	(5,859,811)
Beginning balance (in shares) at Dec. 31, 2021							0
Beginning balance at Dec. 31, 2021							$ 0
Ending balance (in shares) at Sep. 30, 2022							0
Ending balance at Sep. 30, 2022							$ 0
Beginning balance (in shares) at Dec. 31, 2021		0	1,754,203
Common units, beginning balance at Dec. 31, 2021		$ 0
Beginning balance at Dec. 31, 2021	2,175,957		$ 175	7,874,038	(47,739)	(5,650,517)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(194,106)
Foreign currency translation adjustments, net of tax	(54,717)
Actuarial gain (loss) on defined severance benefits, net of tax	38,250
Ending balance (in shares) at Sep. 30, 2022		0	1,768,943
Common units, ending balance at Sep. 30, 2022		$ 0
Ending balance at Sep. 30, 2022	2,171,966		$ 177	8,080,618	(64,206)	(5,844,623)
Beginning balance (in shares) at Mar. 31, 2022							0
Beginning balance at Mar. 31, 2022							$ 0
Ending balance (in shares) at Jun. 30, 2022							0
Ending balance at Jun. 30, 2022							$ 0
Beginning balance (in shares) at Mar. 31, 2022		0	1,761,058
Common units, beginning balance at Mar. 31, 2022		$ 0
Beginning balance at Mar. 31, 2022	2,037,261		$ 176	7,937,813	(40,917)	(5,859,811)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(75,491)					(75,491)
Foreign currency translation adjustments, net of tax	(4,970)				(4,970)
Actuarial gain (loss) on defined severance benefits, net of tax	34,196				34,196
Issuance of common units, equity-based compensation plan (in shares)			2,031
Issuance of common units, equity-based compensation plan	4,184		$ 1	4,183
Issuance of common stock upon settlement of restricted stock units (in shares)			2,028
Issuance of common stock upon settlement of restricted stock units	0
Equity-based compensation	72,916			72,916
Ending balance (in shares) at Jun. 30, 2022		0	1,765,117
Common units, ending balance at Jun. 30, 2022		$ 0
Ending balance at Jun. 30, 2022	2,068,096		$ 177	8,014,912	(11,691)	(5,935,302)
Ending balance (in shares) at Sep. 30, 2022							0
Ending balance at Sep. 30, 2022							$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	90,679					90,679
Foreign currency translation adjustments, net of tax	(52,758)				(52,758)
Actuarial gain (loss) on defined severance benefits, net of tax	243				243
Issuance of common units, equity-based compensation plan	2,631		1,204	2,631
Issuance of common stock upon settlement of restricted stock units	0		$ 2,622
Equity-based compensation	63,075			63,075
Ending balance (in shares) at Sep. 30, 2022		0	1,768,943
Common units, ending balance at Sep. 30, 2022		$ 0
Ending balance at Sep. 30, 2022	$ 2,171,966		$ 177	$ 8,080,618	$ (64,206)	$ (5,844,623)

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Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities:
Net income (loss)	$ (194,106)	$ (1,137,611)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	174,063	145,866
Provision for severance benefits	124,056	100,649
Equity-based compensation	191,584	193,450
Paid-in-kind interest and accretion of discount on convertible notes	0	20,148
Inventory and fixed asset losses due to fulfillment center fire	0	284,825
Non-cash operating lease expense	231,333	187,926
Non-cash others	56,536	32,786
Change in operating assets and liabilities:
Accounts receivable, net	(39,325)	(75,958)
Inventories	(288,761)	(308,559)
Other assets	(273,554)	(182,375)
Accounts payable	163,508	561,528
Accrued expenses	(6,359)	50,604
Deferred revenue	57,993	13,015
Other liabilities	(212,005)	(94,126)
Net cash used in operating activities	(15,037)	(207,832)
Investing activities:
Purchases of property and equipment	(703,074)	(505,554)
Proceeds from sale of property and equipment	10,600	960
Other investing activities	(25,979)	(2,218)
Net cash used in investing activities	(718,453)	(506,812)
Financing activities:
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts	0	3,431,277
Deferred offering costs paid	0	(11,618)
Proceeds from issuance of common stock/units, equity-based compensation plan	14,998	57,521
Proceeds from short-term borrowings and long-term debt	543,185	308,772
Repayment of short-term borrowings and long-term debt	(337,071)	(111,472)
Net short-term borrowings and other financing activities	5,377	(2,289)
Net cash provided by financing activities	226,489	3,672,191
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(243,132)	(88,842)
Net (decrease) increase in cash and cash equivalents, and restricted cash	(750,133)	2,868,705
Cash and cash equivalents, and restricted cash, as of beginning of period	3,810,347	1,401,302
Cash and cash equivalents, and restricted cash, as of end of period	3,060,214	4,270,007
Supplemental disclosure of cash-flow information:
Cash paid for income taxes, net of refunds	2,851	1,088
Cash paid for interest	17,142	14,175
Non-cash investing and financing activities:
Decrease in property and equipment-related accounts payable	(72,052)	(5,516)
Conversion of common units into Class A and Class B common stock	0	87,064
Conversion of redeemable convertible preferred units into Class A and Class B common stock	0	3,465,611
Conversion of convertible notes into Class A common stock	$ 0	$ 609,999

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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Coupang, Inc. (“Coupang”), together with its wholly-owned subsidiaries (collectively, the “Company,” “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through the Company’s mobile applications and Internet websites, the Company offers products and services that span a wide range of categories, including home goods and décor, apparel and beauty products, fresh food and grocery, sporting goods, electronics, everyday consumables, travel, restaurant order and delivery, content streaming, and advertising, which are offered through a fully integrated technology, fulfillment and logistics infrastructure. The Company is headquartered in the United States, with operations and support services performed in markets including South Korea, Japan, Taiwan, Singapore, and China.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and comprehensive income (loss), redeemable convertible preferred units and stockholders’/members’ equity (deficit), and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2021 Form 10-K.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, which include, but are not limited to, equity-based compensation, inventory valuation, income taxes, defined severance benefits, and revenue recognition. Actual results could differ materially from those estimates. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates become more challenging, and actual results could differ materially from these estimates.

Segment Information

On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. The change led to the following two operating and reportable segments: Product Commerce and Developing Offerings. Refer to Note 14 — "Segment Reporting" for further discussion.

Fulfillment Center Fire

In June 2021, a fire extensively damaged the Company’s Deokpyeong fulfillment center (the “FC Fire”) resulting in a loss of the inventory, building, equipment, and other assets at the site. Inventory and property and equipment losses from the FC Fire of $158 million and $127 million were recognized in “Cost of sales” and “Operating, general and administrative,” respectively, during the second quarter of 2021. The Company is insured on property losses from the FC Fire; however, whether and to what

extent the Company may recover insurance proceeds on these losses is currently unknown, and as such, no insurance recoveries have been recognized. During the second quarter of 2021, the Company also incurred or accrued for other costs directly related to the FC Fire of $11 million. The FC Fire resulted in an increase to our net loss of $296 million for the nine months ended September 30, 2021.

Concentration of Credit Risk

Cash and cash equivalents and restricted cash are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 58% and 77% were held at two and four financial institutions as of September 30, 2022 and December 31, 2021, respectively. The Company’s gross accounts receivable include amounts concentrated with two and one payment processing companies representing 38% and 14% of gross accounts receivable at September 30, 2022 and December 31, 2021, respectively.

Recent Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The standard reduces the number of models used to account for convertible instruments, amends diluted earnings per share (“EPS”) calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. The ASU is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. We adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 2021-08 requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The ASU will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The ASU is effective on a prospective basis for public companies for fiscal years beginning after December 15, 2022 . We early adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

Recent Accounting Pronouncements Yet To Be Adopted

In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard will require entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is allowed under the standard. The Company is evaluating the effect of adopting the ASU on our condensed consolidated financial statements.

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Net Revenues

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Net Revenues

Net Revenues

Details of total net revenues were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net retail sales	$	4,540,393	$	4,137,136	$	13,577,665	$	11,938,685
Third-party merchant services	447,868		450,634		1,414,768		1,231,799
Other revenue	113,073		56,935		263,408		159,195
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679

This level of revenue disaggregation takes into consideration how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Net retail sales are recognized from online product sales to consumers. Third-party

merchant services represent commissions, advertising, and delivery fees earned from merchants and restaurants that sell their products through the Company’s online business. Other revenue includes revenue earned from our various other offerings.

Contract liabilities consist of payments in advance of delivery and customer loyalty credits, which are included in deferred revenue on the condensed consolidated balance sheets. The Company recognized revenue of $82 million and $60 million for the nine months ended September 30, 2022 and 2021, respectively, which were included in deferred revenue on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Revenue recognized from customer loyalty program liabilities as of December 31, 2021 and 2020 were not material for the nine months ended September 30, 2022 and 2021, respectively.

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Supplemental Financial Information

9 Months Ended

Sep. 30, 2022

Quarterly Financial Information Disclosure [Abstract]

Supplemental Financial Information

Supplemental Financial Information

Property and Equipment, net

The following summarizes the Company’s property and equipment, net:

(in thousands)	September 30, 2022		December 31, 2021
Land	$	236,691	$	140,786
Buildings	268,891		320,059
Equipment and furniture	537,280		551,304
Leasehold improvements	419,447		340,468
Vehicles	124,313		168,585
Software	22,154		34,582
Construction in progress	371,464		200,735
Property and equipment, gross	1,980,240		1,756,519
Less: Accumulated depreciation and amortization	(440,152)		(408,988)
Property and equipment, net	$	1,540,088	$	1,347,531

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on the Company’s defined severance benefits. As of September 30, 2022 and December 31, 2021, the ending balance in accumulated other comprehensive loss related to foreign currency translation adjustments was $(18) million and $36 million, respectively, and the amount related to actuarial losses on defined severance benefits was $(46) million and $(84) million, respectively.

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Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

Leases

The Company is obligated under operating leases primarily for vehicles, equipment, warehouses, and facilities that expire over the next eleven years. These leases can contain renewal options. Because the Company is not reasonably certain to exercise these renewal options, or the renewal options are not solely within the Company’s discretion, the options are not considered in determining the lease term, and the associated potential option payments are excluded from expected minimum lease payments. The Company’s leases generally do not include termination options for either party or restrictive financial or other covenants.

The components of operating lease cost were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Operating lease cost	$	100,616	$	87,814	$	307,160	$	247,566
Variable and short-term lease cost	10,348		9,895		29,910		26,784
Total operating lease cost	$	110,964	$	97,709	$	337,070	$	274,350

Supplemental disclosure of cash flow information related to leases were as follows:

	Nine Months Ended September 30,
(in thousands)	2022		2021
Cash paid for the amount used to measure the operating lease liabilities	$	273,485	$	204,791
Operating lease assets obtained in exchange for lease obligations	$	355,149	$	485,788
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$	4,637	$	40,812

The assumptions used to value leases for the periods presented were as follows:

	September 30, 2022		December 31, 2021
Operating leases weighted-average remaining lease term	5.8 years		5.8 years
Operating leases weighted-average discount rate	6.67	%	6.17	%

As of September 30, 2022, the Company had entered into operating leases that have not commenced with future minimum lease payments of $285 million, that have not been recognized on the Company's condensed consolidated balance sheets. These leases have non-cancellable lease terms of 2 to 10 years.

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Fair Value Measurement

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement

Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP established a hierarchy framework to classify the fair value based on the observability of significant inputs to the measurement. The levels of the fair value hierarchy are as follows:

Level 1: Observable inputs such as quoted prices in an active market for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs other than the quoted prices that are observable either directly or indirectly for the full term of the assets or liabilities.

Level 3: Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

The following table summarizes the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:

	September 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,903,052	$	—	$	—	$	2,903,052
Restricted cash
Time deposit	96,525		—		—		96,525
Money market trust	60,445		—		—		60,445
Other current assets
Time deposit	6,970		—		—		6,970
Long-term restricted cash
Time deposit	192		—		—		192
Total financial assets	$	3,067,184	$	—	$	—	$	3,067,184

	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,487,708	$	—	$	—	$	3,487,708
Restricted cash
Time deposit	250,839		—		—		250,839
Money market trust	68,961		—		—		68,961
Long-term restricted cash
Time deposit	2,839		—		—		2,839
Total financial assets	$	3,810,347	$	—	$	—	$	3,810,347

Cash and cash equivalents includes bank deposits, money market trusts and time deposits. The carrying amounts of our cash equivalents approximate their fair values, which are based on Level 1 assumptions.

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Short-term Borrowings and Long-Term Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Short-term Borrowings and Long-Term Debt

Short-term Borrowings and Long-term Debt

The Company’s short-term borrowings generally include lines of credit and term loan facilities with financial institutions to be utilized for general operating purposes. There were $160 million and $8 million of borrowings outstanding under these facilities as of September 30, 2022 and December 31, 2021, respectively.

In September 2022, the Company entered into a $77 million one-year term loan agreement. The Company pledged $92 million of certain land as collateral. The loan bears interest at a fixed rate of 4.75%. Principal is to be paid at maturity and interest is paid on a monthly basis.

Details of carrying amounts of long-term debt were as follows:

(in thousands)						September 30, 2022		December 31, 2021
Maturity Date	Interest rate (%)			Borrowing Limit
February 2024(1)	(4)			$	1,000,000	$	—	$	—
February 2023 - April 2025(2)	2.65	–	4.45	3,617		3,617		20,952
October 2023 - March 2027(3)	2.87	–	5.95	717,035		563,283		605,229
Total principal long-term debt				$	1,720,652	$	566,900	$	626,181
Less: current portion of long-term debt						(2,719)		(341,717)
Less: unamortized discounts						(3,112)		(1,274)
Total long-term debt						$	561,069	$	283,190

_____________

(1)Relates to the Company’s 2021 revolving credit facility.

(2)The Company entered into various loan agreements with fixed interest rates for general operating purposes.

(3)At September 30, 2022, we had pledged up to $861 million of land and buildings as collateral against long-term loan facilities.

(4)Borrowings under the 2021 revolving credit facility bear interest, at the Company’s option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%.

In March 2022, the Company entered into a new five-year loan agreement to borrow $279 million, which was partially used to extinguish the $149 million August 2020 term loan facility which matured in March 2022 and to finance infrastructure of a fulfillment center. The Company pledged up to $335 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of 4.26%.

In October 2022, the Company entered into a two-year revolving facility agreement with a borrowing limit of $112 million that bears interest at the average of 91-days CD interest rate plus 2.30%. The revolving facility is secured by certain of the Company’s inventories.

The Company was in compliance with the covenants for each of its borrowings and debt agreements as of September 30, 2022.

The Company’s long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on the Company’s current interest rate for similar types of borrowing arrangements. The carrying amount of the long-term debt approximates its fair value as of September 30, 2022 and December 31, 2021 due primarily to the interest rates approximating market interest rates.

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Convertible Notes and Derivative Instrument

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Convertible Notes and Derivative Instrument

Convertible Notes and Derivative Instrument

From February 23, 2018 to May 16, 2018, the Company issued convertible notes in an aggregate principal amount of $502 million (total proceeds of $507 million, which included a total net funding premium at issuance), the majority of which were purchased by existing unitholders of the Company’s preferred units, with a maturity equal to the earlier of (a) the fourth anniversary from the first issuance date, (b) the consummation of a liquidity event, or (c) upon an event of default, as defined in the LLC Agreement. In connection with the Company’s initial public offering (“IPO”) in March 2021, the principal balance and the accrued interest on the convertible notes were automatically converted into 171,750,446 shares of the Company’s Class A common stock.

The convertible notes had an annual effective interest rate of 16.99%. The Company recorded interest expense from its convertible notes for the nine months ended September 30, 2021 of $20 million, consisting of $15 million of contractual interest expense and $5 million of debt discount amortization.

The convertible notes contained embedded derivatives that allowed or required the holders of the convertible notes to convert them into a variable number of the Company’s equity securities for a value equal to a significant premium over the then principal and accrued interest balance. These embedded derivatives were bifurcated and accounted for separately as a single, compound derivative instrument. The convertible notes did not convert to common shares based on this embedded feature, rather they converted based on a price calculated by dividing $6.3 billion with the number of common equity securities, on an as-converted and as-exercised basis, outstanding on the closing of the IPO. Following the convertible notes conversion to shares of Class A common stock, the embedded derivatives no longer exist.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Commitments

The following summarizes the Company’s minimum contractual commitments as of September 30, 2022:

(in thousands)	Unconditional purchase obligations (unrecognized)		Long-term debt (including interest)		Operating leases		Total
Remainder of 2022	$	73,355	$	3,276	$	87,757	$	164,388
2023	279,732		110,228		354,732		744,692
2024	263,352		178,923		324,544		766,819
2025	200,348		13,529		270,896		484,773
2026	177,769		52,483		205,547		435,799
Thereafter	358,378		281,715		507,182		1,147,275
Total undiscounted payments	$	1,352,934	$	640,154	$	1,750,658	$	3,743,746
Less: lease imputed interest					(330,449)
Total lease commitments					$	1,420,209

Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts and software licenses. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date.

Legal Matters

From time to time, the Company may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company's reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of currently pending legal matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

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Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)

Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)

Immediately prior to effectiveness of the Company’s IPO registration statement on Form S-1, Coupang, LLC, a Delaware limited liability company, converted into a Delaware corporation pursuant to a statutory conversion, which changed the Company’s name to Coupang, Inc. (“Corporate Conversion”).

Prior to the Corporate Conversion, the Company’s Limited Liability Company Agreement (“LLC Agreement”), as amended and restated on April 11, 2019, authorized the issuance of 1,448,632,049 preferred units, which were convertible into the same number of common voting units issued upon conversion of the preferred units, as well as the issuance of 264,166,544 common units.

Pursuant to the Corporate Conversion and IPO:

•1,196,605,432 preferred units and 85,579,584 common units (which include 22,443,220 PIUs), in each case, automatically converted into an equal number of shares of Class A common stock, except with respect to a conversion adjustment which reduced the outstanding common units designated as PIUs by 75,862 common units, and excluding any such preferred units and common units (including any PIUs) held by Mr. Bom Kim; and

•132,859,550 preferred units held by Mr. Kim and 43,143,440 common units (all of which were designated as PIUs) held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock.

On March 15, 2021, the Company completed its IPO, in which it issued and sold 100,000,000 shares of its Class A common stock at a price of $35.00 per share. The Company received net proceeds of approximately $3.4 billion from its IPO after deducting underwriting discounts of $69 million and other offering costs. Also, the owner of our Class B common stock converted 1,200,000 shares of Class B common stock into Class A common stock, which were sold in the IPO.

Holders of vested PIUs had similar rights to those of common unit holders. The PIUs (with the exception of those granted to the Company’s Chief Executive Officer, which convert into an equal number of shares of Class B common stock) convert to shares of Class A common stock at a ratio based on the excess of the per common unit value of the Company at the time of a Corporate Conversion over the per common unit value designated at the grant date of the PIUs (the participation threshold), as specified in the underlying award agreements. All outstanding PIUs automatically converted into 22,367,358 shares of Class A common stock and 43,143,440 shares of Class B common stock at the time of the Corporate Conversion.

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Equity-based Compensation Plans

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Equity-based Compensation Plans

Equity-based Compensation Plans

The 2021 Equity Compensation Plan (the “2021 Plan”) provides for the granting of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other equity-based awards (or the cash equivalent thereof). The number of shares of the Company’s Class A common stock reserved for issuance under the 2021 Plan will be increased on January 1 of each calendar year, starting on January 1, 2022 through January 1, 2031, in an amount equal to 5% of the total number of shares of the Company’s capital stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s board of directors. Pursuant to the 2021 Plan, effective January 1, 2022, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 plan increased by 87,710,132 shares, or 5% of the total number of shares of the Company’s capital stock outstanding as of December 31, 2021. Following the increase, the maximum number of shares of the Company’s Class A common stock that may be issued under the 2021 Plan is 302,813,864 shares

RSUs

The Company had previously granted restricted equity units under the 2011 Plan, which vest upon the satisfaction of both a service-based condition and a performance-based condition. In connection with the Company’s Corporate Conversion and IPO, the outstanding awards were converted into RSUs.

For the RSUs with the performance condition satisfied upon the completion of the Company’s IPO, the Company recorded $41 million in equity-based compensation expense for the nine months ended September 30, 2021, consisting primarily of a cumulative catch-up adjustment related to such awards based on the full or partial fulfillment of requisite service periods. Unrecognized equity-based compensation expense related to these awards are recorded over the remaining requisite service period. RSUs generally vest over 2 to 4 years from the vesting start date, subject to the recipient remaining an employee of the Company at each vesting date.

As of September 30, 2022, the Company had $569 million of unamortized compensation costs related to all unvested RSU awards. The unamortized compensation costs are expected to be recognized over a weighted-average period of approximately 2.6 years, net of estimated forfeitures.

The table below summarizes RSU activity for the nine months ended September 30, 2022 is as follows:

	Outstanding RSUs
(in thousands, except unit price)	Number of RSUs	Weighted Average Grant- Date Fair Value
December 31, 2021	23,511	$	23.80
Granted	3,816	$	23.35
Vested	(2,708)	$	24.21
Forfeited / cancelled	(1,149)	$	27.78
March 31, 2022	23,470	$	23.48
Granted	18,761	$	15.88
Vested	(2,028)	$	24.07
Forfeited / cancelled	(1,766)	$	24.89
June 30, 2022	38,437	$	19.68
Granted	2,890	$	16.49
Vested	(2,622)	$	20.18
Forfeited / cancelled	(3,834)	$	15.13
September 30, 2022	34,871	$	19.87

Equity-based Compensation Expense

The following table presents the effects of equity-based compensation in the condensed consolidated statements of operations and comprehensive income (loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	3,996	$	2,928	$	11,868	$	7,281
Operating, general and administrative	59,079		53,210		179,716		186,169
Total equity-based compensation expense	$	63,075	$	56,138	$	191,584	$	193,450

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Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company’s tax provision, or benefit, from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for jurisdictions where the Company anticipates incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. The Company’s resulting effective tax rate differs from the applicable statutory rate, primarily due to the valuation allowance against its deferred tax assets.

The Company is subject to income taxation through certain of its subsidiaries, predominantly in the United States, China, South Korea, and throughout other Asian countries.

Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The impacts of uncertain tax positions are recognized only after determining a more-likely-than-not probability that the uncertain tax positions will not withstand challenge, if any, from the relevant taxing authorities. The Company did not have any material uncertain tax positions as of September 30, 2022 and 2021.

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Defined Severance Benefits

9 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

Defined Severance Benefits

Defined Severance BenefitsDefined severance benefits are for employees of the Company’s Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees of the Korean subsidiaries receive defined benefits as severance payments upon leaving the Company based on employment length and pay rate.

The following table provides the components of net periodic benefit costs and the portion of these costs charged to expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Current service costs	$	33,066	$	32,502	$	109,722	$	95,281
Interest expense	2,446		854		5,777		2,039
Amortization of:
Prior service credit	810		23		2,582		69
Net actuarial loss	298		1,242		5,975		3,260
Net periodic benefit costs charged to expense	$	36,620	$	34,621	$	124,056	$	100,649

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Net Income (Loss) per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Income (Loss) per Share

Net Income (Loss) per Share

The Company computes net income (loss) per share using the two-class method required for multiple classes of common stock and participating securities. As the liquidation and dividend rights are identical, the undistributed earnings or loss are allocated on a proportionate basis to each class of common stock, and the resulting basic and diluted net income (loss) per share attributable to common stockholders are therefore the same for Class A and Class B common stock on both an individual and a combined basis. Basic net income (loss) per share is computed using the weighted-average number of shares of Class A and Class B common stock outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares of Class A and Class B common stock and potentially dilutive Class A and Class B potential common shares outstanding during the period.

Immediately prior to the IPO, the Company completed the Corporate Conversion. The Corporate Conversion resulted in a change of equity interests from common units to shares of common stock, but no change in relative shareholder rights, rank, or value before and after this reorganization transaction. As such, the Corporate Conversion of common units was considered equivalent to a stock split and requires retrospective treatment for net income (loss) per share purposes. All share and per share information has been retroactively adjusted to reflect the Corporate Conversion for all periods presented. PIUs outstanding prior to the Corporate Conversion were considered compensatory arrangements that were settled with shares of Class A or Class B common stock at the time of the Corporate Conversion and have been included as outstanding shares subsequent to that date. Similarly, any preferred units that were converted in accordance with their terms into shares of Class A or Class B common stock at the time of the Corporate Conversion have also been included as outstanding shares subsequent to that date.

The following table presents the calculation of basic and diluted net income (loss) per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Numerator:
Net income (loss)	$	90,679	$	(323,977)	$	(194,106)	$	(1,137,611)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	1,767,275		1,747,255		1,762,465		1,313,234
Dilutive effect of equity compensation awards	23,666		—		—		—
Diluted	1,790,941		1,747,255		1,762,465		1,313,234
Net income (loss) attributable to Class A and Class B common stockholders per share:
Basic and diluted	$	0.05	$	(0.19)	$	(0.11)	$	(0.87)
Anti-dilutive shares (rounded)	6,000		42,000		25,000		50,000

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Segment Reporting

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

The Company’s CODM is its Chief Executive Officer. On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Company manages its business and to promote improved visibility to its business performance. The change led to the following two operating and reportable segments: Product Commerce and Developing Offerings. These segments are based on how the CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. Prior to this change, we operated in one operating and one reportable segment.

Product Commerce - primarily includes core retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery offering, as well as advertising products associated with these offerings. Revenues from Product Commerce are derived primarily from online product sales of owned inventory to customers in Korea and from commissions earned from merchants that sell products through the Company’s mobile application and website.

Developing Offerings - primarily includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service, Coupang Play, our online content streaming service, fintech, certain international initiatives, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services provided on the Company’s mobile applications and websites.

Our segment operating performance measure is segment adjusted EBITDA. Segment adjusted EBITDA is defined as income (loss) before income taxes for a period before depreciation and amortization, equity-based compensation expense, interest expense, interest income, and other income (expense), net. Segment adjusted EBITDA also excludes impairments and other items that we do not believe are reflective of our ongoing operations.

We generally allocate operating expenses to the respective segments based on usage. The CODM does not evaluate segments using asset information and, accordingly, the Company does not report asset information by segment.

Results of operations for the reportable segments and reconciliation to income (loss) before income taxes is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net revenues
Product Commerce	$	4,947,174	$	4,481,525	$	14,760,758	$	12,911,901
Developing Offerings	154,160		163,180		495,083		417,778
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679
Segment adjusted EBITDA
Product Commerce	$	239,222	$	(118,235)	$	339,939	$	(235,397)
Developing Offerings	(44,303)		(89,199)		(169,720)		(227,150)
Total segment adjusted EBITDA	$	194,919	$	(207,434)	$	170,219	$	(462,547)
Reconciling items:
Depreciation and amortization	$	(54,424)	$	(51,540)	$	(174,063)	$	(145,866)
Equity-based compensation	(63,075)		(56,138)		(191,584)		(193,450)
Interest expense	(6,485)		(7,376)		(19,996)		(38,047)
Interest income	15,403		2,603		26,301		5,450
Other income (expense), net	11,224		(4,026)		2,485		(7,479)
Fulfillment center fire losses	—		—		—		(295,501)
Income (loss) before income taxes	$	97,562	$	(323,911)	$	(186,638)	$	(1,137,440)

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Principles of Consolidation

The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations and comprehensive income (loss), redeemable convertible preferred units and stockholders’/members’ equity (deficit), and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2021 Form 10-K.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates, which include, but are not limited to, equity-based compensation, inventory valuation, income taxes, defined severance benefits, and revenue recognition. Actual results could differ materially from those estimates. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Given the global economic climate and additional or unforeseen effects from the COVID-19 pandemic, these estimates become more challenging, and actual results could differ materially from these estimates.

Segment Information

Segment Information

On March 2, 2022, the Company announced that it revised its reportable segments to reflect the way the Chief Operating Decision Maker (“CODM”) assesses performance and allocates resources. The change led to the following two operating and reportable segments: Product Commerce and Developing Offerings. Refer to Note 14 — "Segment Reporting" for further discussion.

Concentration of Credit Risk

Concentration of Credit Risk

Cash and cash equivalents and restricted cash are potentially subject to concentration of credit risk. Cash and cash equivalents, and restricted cash are placed with several financial institutions that management believes are of high credit quality, of which 58% and 77% were held at two and four financial institutions as of September 30, 2022 and December 31, 2021, respectively. The Company’s gross accounts receivable include amounts concentrated with two and one payment processing companies representing 38% and 14% of gross accounts receivable at September 30, 2022 and December 31, 2021, respectively.

Recent Accounting Pronouncements Adopted

Recent Accounting Pronouncements Adopted

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The standard reduces the number of models used to account for convertible instruments, amends diluted earnings per share (“EPS”) calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. The amendments add certain disclosure requirements to increase transparency and decision-usefulness about a convertible instrument's terms and features. Under the amendment, the Company must use the if-converted method for including convertible instruments in diluted EPS as opposed to the treasury stock method. The ASU is effective for public companies for fiscal years beginning after December 15, 2021. Early adoption is allowed under the standard with either a modified retrospective or full retrospective method. We adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 2021-08 requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 (Revenue from Contracts with Customers). The ASU will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The ASU is effective on a prospective basis for public companies for fiscal years beginning after December 15, 2022 . We early adopted this ASU effective January 1, 2022. The adoption of the ASU did not have a material impact on our condensed consolidated financial statements.

Recent Accounting Pronouncements Yet To Be Adopted

In September 2022, the FASB issued ASU 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard will require entities that use supplier finance programs to make disclosures about the key terms of the program, the balance sheet presentation of the related amounts and disclose the amounts outstanding, including providing a rollforward of such amounts. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2022, with the exception of the rollforward disclosure which will be effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is allowed under the standard. The Company is evaluating the effect of adopting the ASU on our condensed consolidated financial statements.

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Net Revenues (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of Revenue

Details of total net revenues were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net retail sales	$	4,540,393	$	4,137,136	$	13,577,665	$	11,938,685
Third-party merchant services	447,868		450,634		1,414,768		1,231,799
Other revenue	113,073		56,935		263,408		159,195
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679

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Supplemental Financial Information (Tables)

9 Months Ended

Sep. 30, 2022

Quarterly Financial Information Disclosure [Abstract]

Property and Equipment

The following summarizes the Company’s property and equipment, net:

(in thousands)	September 30, 2022		December 31, 2021
Land	$	236,691	$	140,786
Buildings	268,891		320,059
Equipment and furniture	537,280		551,304
Leasehold improvements	419,447		340,468
Vehicles	124,313		168,585
Software	22,154		34,582
Construction in progress	371,464		200,735
Property and equipment, gross	1,980,240		1,756,519
Less: Accumulated depreciation and amortization	(440,152)		(408,988)
Property and equipment, net	$	1,540,088	$	1,347,531

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Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Summary of Lease Impacts

The components of operating lease cost were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Operating lease cost	$	100,616	$	87,814	$	307,160	$	247,566
Variable and short-term lease cost	10,348		9,895		29,910		26,784
Total operating lease cost	$	110,964	$	97,709	$	337,070	$	274,350

Supplemental disclosure of cash flow information related to leases were as follows:

	Nine Months Ended September 30,
(in thousands)	2022		2021
Cash paid for the amount used to measure the operating lease liabilities	$	273,485	$	204,791
Operating lease assets obtained in exchange for lease obligations	$	355,149	$	485,788
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$	4,637	$	40,812

The assumptions used to value leases for the periods presented were as follows:

	September 30, 2022		December 31, 2021
Operating leases weighted-average remaining lease term	5.8 years		5.8 years
Operating leases weighted-average discount rate	6.67	%	6.17	%

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Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of financial assets and financial liabilities measured at fair value on a recurring basis

The following table summarizes the Company's financial assets and financial liabilities that are measured at fair value on a recurring basis:

	September 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	2,903,052	$	—	$	—	$	2,903,052
Restricted cash
Time deposit	96,525		—		—		96,525
Money market trust	60,445		—		—		60,445
Other current assets
Time deposit	6,970		—		—		6,970
Long-term restricted cash
Time deposit	192		—		—		192
Total financial assets	$	3,067,184	$	—	$	—	$	3,067,184

	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Financial assets:
Cash and cash equivalents	$	3,487,708	$	—	$	—	$	3,487,708
Restricted cash
Time deposit	250,839		—		—		250,839
Money market trust	68,961		—		—		68,961
Long-term restricted cash
Time deposit	2,839		—		—		2,839
Total financial assets	$	3,810,347	$	—	$	—	$	3,810,347

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Short-term Borrowings and Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Long-Term Debt

Details of carrying amounts of long-term debt were as follows:

(in thousands)						September 30, 2022		December 31, 2021
Maturity Date	Interest rate (%)			Borrowing Limit
February 2024(1)	(4)			$	1,000,000	$	—	$	—
February 2023 - April 2025(2)	2.65	–	4.45	3,617		3,617		20,952
October 2023 - March 2027(3)	2.87	–	5.95	717,035		563,283		605,229
Total principal long-term debt				$	1,720,652	$	566,900	$	626,181
Less: current portion of long-term debt						(2,719)		(341,717)
Less: unamortized discounts						(3,112)		(1,274)
Total long-term debt						$	561,069	$	283,190

_____________

(1)Relates to the Company’s 2021 revolving credit facility.

(2)The Company entered into various loan agreements with fixed interest rates for general operating purposes.

(3)At September 30, 2022, we had pledged up to $861 million of land and buildings as collateral against long-term loan facilities.

(4)Borrowings under the 2021 revolving credit facility bear interest, at the Company’s option, at a rate per annum equal to (i) a base rate equal to the highest of (A) the prime rate, (B) the higher of the federal funds rate or a composite overnight bank borrowing rate plus 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus 1.00% or (ii) an adjusted LIBOR plus a margin equal to 1.00%.

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of minimum contractual commitments

The following summarizes the Company’s minimum contractual commitments as of September 30, 2022:

(in thousands)	Unconditional purchase obligations (unrecognized)		Long-term debt (including interest)		Operating leases		Total
Remainder of 2022	$	73,355	$	3,276	$	87,757	$	164,388
2023	279,732		110,228		354,732		744,692
2024	263,352		178,923		324,544		766,819
2025	200,348		13,529		270,896		484,773
2026	177,769		52,483		205,547		435,799
Thereafter	358,378		281,715		507,182		1,147,275
Total undiscounted payments	$	1,352,934	$	640,154	$	1,750,658	$	3,743,746
Less: lease imputed interest					(330,449)
Total lease commitments					$	1,420,209

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Equity-based Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of RSU Activity

The table below summarizes RSU activity for the nine months ended September 30, 2022 is as follows:

	Outstanding RSUs
(in thousands, except unit price)	Number of RSUs	Weighted Average Grant- Date Fair Value
December 31, 2021	23,511	$	23.80
Granted	3,816	$	23.35
Vested	(2,708)	$	24.21
Forfeited / cancelled	(1,149)	$	27.78
March 31, 2022	23,470	$	23.48
Granted	18,761	$	15.88
Vested	(2,028)	$	24.07
Forfeited / cancelled	(1,766)	$	24.89
June 30, 2022	38,437	$	19.68
Granted	2,890	$	16.49
Vested	(2,622)	$	20.18
Forfeited / cancelled	(3,834)	$	15.13
September 30, 2022	34,871	$	19.87

Schedule of Equity-Based Compensation

The following table presents the effects of equity-based compensation in the condensed consolidated statements of operations and comprehensive income (loss):

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Cost of sales	$	3,996	$	2,928	$	11,868	$	7,281
Operating, general and administrative	59,079		53,210		179,716		186,169
Total equity-based compensation expense	$	63,075	$	56,138	$	191,584	$	193,450

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Defined Severance Benefits (Tables)

9 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

Schedule of components of net periodic benefit costs

The following table provides the components of net periodic benefit costs and the portion of these costs charged to expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Current service costs	$	33,066	$	32,502	$	109,722	$	95,281
Interest expense	2,446		854		5,777		2,039
Amortization of:
Prior service credit	810		23		2,582		69
Net actuarial loss	298		1,242		5,975		3,260
Net periodic benefit costs charged to expense	$	36,620	$	34,621	$	124,056	$	100,649

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Net Income (Loss) per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Loss Per Share/Common Unit

The following table presents the calculation of basic and diluted net income (loss) per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share amounts)	2022		2021		2022		2021
Numerator:
Net income (loss)	$	90,679	$	(323,977)	$	(194,106)	$	(1,137,611)
Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	1,767,275		1,747,255		1,762,465		1,313,234
Dilutive effect of equity compensation awards	23,666		—		—		—
Diluted	1,790,941		1,747,255		1,762,465		1,313,234
Net income (loss) attributable to Class A and Class B common stockholders per share:
Basic and diluted	$	0.05	$	(0.19)	$	(0.11)	$	(0.87)
Anti-dilutive shares (rounded)	6,000		42,000		25,000		50,000

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Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Results of operations for the reportable segments and reconciliation to income (loss) before income taxes is as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2022		2021		2022		2021
Net revenues
Product Commerce	$	4,947,174	$	4,481,525	$	14,760,758	$	12,911,901
Developing Offerings	154,160		163,180		495,083		417,778
Total net revenues	$	5,101,334	$	4,644,705	$	15,255,841	$	13,329,679
Segment adjusted EBITDA
Product Commerce	$	239,222	$	(118,235)	$	339,939	$	(235,397)
Developing Offerings	(44,303)		(89,199)		(169,720)		(227,150)
Total segment adjusted EBITDA	$	194,919	$	(207,434)	$	170,219	$	(462,547)
Reconciling items:
Depreciation and amortization	$	(54,424)	$	(51,540)	$	(174,063)	$	(145,866)
Equity-based compensation	(63,075)		(56,138)		(191,584)		(193,450)
Interest expense	(6,485)		(7,376)		(19,996)		(38,047)
Interest income	15,403		2,603		26,301		5,450
Other income (expense), net	11,224		(4,026)		2,485		(7,479)
Fulfillment center fire losses	—		—		—		(295,501)
Income (loss) before income taxes	$	97,562	$	(323,911)	$	(186,638)	$	(1,137,440)

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Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Thousands		3 Months Ended	7 Months Ended	9 Months Ended		12 Months Ended
	Mar. 01, 2022 segment	Jun. 30, 2021 USD ($)	Sep. 30, 2022 segment	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Number of reportable segments | segment	1		2
Number of operating segments | segment	1		2
Inventory and fixed asset losses due to fulfillment center fire				$ 0	$ 284,825
Fire
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Increase in net loss due to fulfillment center fire					$ 296,000
Cost of sales | Fire
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Inventory and fixed asset losses due to fulfillment center fire		$ 158,000
Operating, general and administrative | Fire
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Inventory and fixed asset losses due to fulfillment center fire		127,000
Liability for catastrophe claims		$ 11,000
Accounts receivable | Customer concentration risk | Two payment processing companies
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage				38.00%
Accounts receivable | Customer concentration risk | One payment processing company
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage						14.00%
Two financial institutions | Cash and cash equivalents | Financial institutions
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage				58.00%
Four financial institutions | Cash and cash equivalents | Financial institutions
Basis of Presentation of Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage						77.00%

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Net Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Total net revenues	$ 5,101,334	$ 4,644,705	$ 15,255,841	$ 13,329,679
Deferred revenue recognized in period			82,000	60,000
Net retail sales
Disaggregation of Revenue [Line Items]
Total net revenues	4,540,393	4,137,136	13,577,665	11,938,685
Third-party merchant services
Disaggregation of Revenue [Line Items]
Total net revenues	447,868	450,634	1,414,768	1,231,799
Other revenue
Disaggregation of Revenue [Line Items]
Total net revenues	$ 113,073	$ 56,935	$ 263,408	$ 159,195

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Supplemental Financial Information - Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,980,240	$ 1,756,519
Less: Accumulated depreciation and amortization	(440,152)	(408,988)
Property and equipment, net	1,540,088	1,347,531
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	236,691	140,786
Buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	268,891	320,059
Equipment and furniture
Property, Plant and Equipment [Line Items]
Property and equipment, gross	537,280	551,304
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	419,447	340,468
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	124,313	168,585
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,154	34,582
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 371,464	$ 200,735

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Supplemental Financial Information - Accumulated OCI (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity attributable to parent	$ 2,171,966	$ 2,068,096	$ 2,037,261	$ 2,175,957	$ 2,568,106	$ 2,802,629	$ 3,275,125	$ (4,068,862)
Accumulated foreign currency adjustment attributable to parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity attributable to parent	(18,000)			36,000
Accumulated defined benefit plans adjustment attributable to parent
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' equity attributable to parent	$ (46,000)			$ (84,000)

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Leases - Narrative (Details) $ in Millions	Sep. 30, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Lessee, operating lease, remaining lease term	11 years
Lessee, operating lease, lease not yet commenced, undiscounted amount	$ 285
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, lease not yet commenced, term of contract	2 years
Maximum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, lease not yet commenced, term of contract	10 years

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Leases - Schedule of Lease Cost and Balance Sheet Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease cost	$ 100,616	$ 87,814	$ 307,160	$ 247,566
Variable and short-term lease cost	10,348	9,895	29,910	26,784
Total operating lease cost	$ 110,964	$ 97,709	$ 337,070	$ 274,350

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Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Supplemental disclosure of cash-flow information:
Cash paid for the amount used to measure the operating lease liabilities	$ 273,485	$ 204,791
Operating lease assets obtained in exchange for lease obligations	355,149	485,788
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$ 4,637	$ 40,812
Weighted Average Remaining Lease Term [Abstract]
Operating leases weighted-average remaining lease term	5 years 9 months 18 days		5 years 9 months 18 days
Operating leases weighted-average discount rate	6.67%		6.17%

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Fair Value Measurement - Schedule of Financial Assets and Liabilities at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Financial assets:
Cash and cash equivalents	$ 2,903,052	$ 3,487,708
Total financial assets	3,067,184	3,810,347
Level 1
Financial assets:
Cash and cash equivalents	2,903,052	3,487,708
Total financial assets	3,067,184	3,810,347
Level 2
Financial assets:
Cash and cash equivalents	0	0
Total financial assets	0	0
Level 3
Financial assets:
Cash and cash equivalents	0	0
Total financial assets	0	0
Time deposit
Financial assets:
Restricted cash	96,525	250,839
Other current assets	6,970
Long-term restricted cash	192	2,839
Time deposit | Level 1
Financial assets:
Restricted cash	96,525	250,839
Other current assets	6,970
Long-term restricted cash	192	2,839
Time deposit | Level 2
Financial assets:
Restricted cash	0	0
Other current assets	0
Long-term restricted cash	0	0
Time deposit | Level 3
Financial assets:
Restricted cash	0	0
Other current assets	0
Long-term restricted cash	0	0
Money market trust
Financial assets:
Restricted cash	60,445	68,961
Money market trust | Level 1
Financial assets:
Restricted cash	60,445	68,961
Money market trust | Level 2
Financial assets:
Restricted cash	0	0
Money market trust | Level 3
Financial assets:
Restricted cash	$ 0	$ 0

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Short-Term Borrowings and Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Oct. 03, 2023	Oct. 03, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Short-term borrowings		$ 159,640			$ 7,811
Borrowing Limit		1,720,652
Property, plant and equipment, net		1,540,088			1,347,531
Asset pledged as collateral without right | Land and building
Debt Instrument [Line Items]
Property, plant and equipment, net		861,000
Line of credit | Line of credit, maturing March 2022 thru November 2026
Debt Instrument [Line Items]
Extinguishment of outstanding principal	$ 149,000
Line of credit | Credit facility, maturing January 2023 | Subsequent event | KRW Denominated Bank Certificate of Deposit Rate
Debt Instrument [Line Items]
Borrowing Limit				$ 112,000
Debt instrument term			2 years
Variable interest rate			2.30%
Line of credit
Debt Instrument [Line Items]
Short-term borrowings		160,000			$ 8,000
USD 77 million, loan | Loans payable
Debt Instrument [Line Items]
Borrowing Limit		$ 77,000
Debt instrument term		1 year
Debt instrument, collateral amount		$ 92,000
Short-term debt, percentage bearing fixed interest rate		4.75%
USD 279 million, loan | Loans payable
Debt Instrument [Line Items]
Borrowing Limit	$ 279,000
Debt instrument term		5 years
Interest rate (%)	4.26%
USD 279 million, loan | Loans payable | Asset pledged as collateral without right | Land and building
Debt Instrument [Line Items]
Property, plant and equipment, net	$ 335,000

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Short-Term Borrowings and Long-Term Debt - Schedule of Long Term Borrowings (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Borrowing Limit	$ 1,720,652
Total principal long-term debt	566,900	$ 626,181
Less: current portion of long-term debt	(2,719)	(341,717)
Less: unamortized discounts	(3,112)	(1,274)
Total long-term debt	561,069	283,190
Property, plant and equipment, net	1,540,088	1,347,531
Asset pledged as collateral without right | Land and building
Debt Instrument [Line Items]
Property, plant and equipment, net	861,000
February 2024 | Line of credit
Debt Instrument [Line Items]
Borrowing Limit	1,000,000
Total principal long-term debt	$ 0	0
February 2024 | Line of credit | Federal funds rate or composite overnight bank borrowings rate
Debt Instrument [Line Items]
Variable interest rate	0.50%
February 2024 | Line of credit | Adjusted LIBOR
Debt Instrument [Line Items]
Variable interest rate	1.00%
February 2024 | Line of credit | LIBOR
Debt Instrument [Line Items]
Variable interest rate	1.00%
July 2022 - April 2025 | Loans payable
Debt Instrument [Line Items]
Borrowing Limit	$ 3,617
Total principal long-term debt	3,617	20,952
October 2023 - March 2027 | Loans payable
Debt Instrument [Line Items]
Borrowing Limit	717,035
Total principal long-term debt	$ 563,283	$ 605,229
Minimum | July 2022 - April 2025 | Loans payable
Debt Instrument [Line Items]
Interest rate (%)	2.65%
Minimum | October 2023 - March 2027 | Loans payable
Debt Instrument [Line Items]
Interest rate (%)	2.87%
Maximum | July 2022 - April 2025 | Loans payable
Debt Instrument [Line Items]
Interest rate (%)	4.45%
Maximum | October 2023 - March 2027 | Loans payable
Debt Instrument [Line Items]
Interest rate (%)	5.95%

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Convertible Notes and Derivative Instrument (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 31, 2021	May 16, 2018	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Principal amount			$ 1,720,652
Proceeds from debt			543,185	$ 308,772
Convertible notes
Debt Instrument [Line Items]
Principal amount		$ 502,000
Proceeds from debt		$ 507,000
Converted instrument, shares issued (in shares)	171,750,446
Effective interest rate				16.99%
Interest expense				$ 20,000
Interest expense, excluding amortization				15,000
Amortization of debt discount				$ 5,000
Convertible debt, equity fair value used to determine conversion			$ 6,300,000

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Commitments and Contingencies - Schedule of minimum contractual commitments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Unconditional purchase obligations (unrecognized)
Remainder of 2022	$ 73,355
2023	279,732
2024	263,352
2025	200,348
2026	177,769
Thereafter	358,378
Total undiscounted payments	1,352,934
Long-term debt (including interest)
Remainder of 2022	3,276
2023	110,228
2024	178,923
2025	13,529
2026	52,483
Thereafter	281,715
Total undiscounted payments	640,154
Operating leases
Remainder of 2022	87,757
2023	354,732
2024	324,544
2025	270,896
2026	205,547
Thereafter	507,182
Total undiscounted payments	1,750,658
Less: lease imputed interest	(330,449)
Total lease commitments	1,420,209
Total
Remainder of 2022	164,388
2023	744,692
2024	766,819
2025	484,773
2026	435,799
Thereafter	1,147,275
Total undiscounted payments	$ 3,743,746

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Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit) (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
	Mar. 15, 2021	Mar. 31, 2021	Apr. 11, 2019
Class of Stock [Line Items]
Redeemable convertible preferred units authorized (in shares)			1,448,632,049
Common units authorized (in shares)			264,166,544
Chief Executive Officer
Class of Stock [Line Items]
Conversion of redeemable convertible preferred units (in shares)	132,859,550
Common Units
Class of Stock [Line Items]
Conversion of common units into Class A and Class B common stock (in shares)		128,723,000
Common Units | PIUs
Class of Stock [Line Items]
Conversion of stock, conversion discount (in shares)	(75,862)
Common class A
Class of Stock [Line Items]
Conversion of redeemable convertible preferred units (in shares)	1,196,605,432
Common class A | IPO
Class of Stock [Line Items]
Shares converted (in shares)	1,200,000
Sale of stock, number of shares issued in transaction (in shares)	100,000,000
Sale of stock, price per share (in usd per share)	$ 35.00
Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts	$ 3,400
Payments for underwriting discounts	$ 69
Common class A | PIUs
Class of Stock [Line Items]
Shares converted (in shares)	22,367,358
Common class A | Common Units
Class of Stock [Line Items]
Conversion of common units into Class A and Class B common stock (in shares)	85,579,584
Common class A | Common Units | PIUs
Class of Stock [Line Items]
Shares converted (in shares)	22,443,220
Common class B | IPO
Class of Stock [Line Items]
Shares converted (in shares)	(1,200,000)
Common class B | PIUs | Chief Executive Officer
Class of Stock [Line Items]
Conversion of common units into Class A and Class B common stock (in shares)	43,143,440

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Equity-based Compensation Plans - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 01, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of outstanding stock	5.00%
Equity-based compensation expense		$ 63,075	$ 56,138	$ 191,584	$ 193,450
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense					$ 41,000
Unamortized compensation expense		$ 569,000		$ 569,000
Unamortized compensation expense, period for recognition				2 years 7 months 6 days
RSUs | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				2 years
RSUs | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Common class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized	87,710,132
Maximum number of shares to be issued (in shares)	302,813,864

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Equity-based Compensation Plans - RSU Activity (Details) - RSUs - $ / shares	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
RSU outstanding, beginning balance (in shares)	38,437,000	23,470,000	23,511,000
Granted (in shares)	2,890,000	18,761,000	3,816,000
Vested (in shares)	(2,622,000)	(2,028,000)	(2,708,000)
Forfeited / canceled (in shares)	(3,834,000)	(1,766,000)	(1,149,000)
RSU outstanding, ending balance (in shares)	34,871,000	38,437,000	23,470,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant date fair value of RSU at beginning period (in usd per share)	$ 19.68	$ 23.48	$ 23.80
Weighted-average grant date fair value, granted (in usd per share)	16.49	15.88	23.35
Weighted-average grant date fair value, vested (in usd per share)	20.18	24.07	24.21
Weighted-average grant date fair value, forfeited/cancelled (in usd per share)	15.13	24.89	27.78
Weighted average grant date fair value of RSU at ending period (in usd per share)	$ 19.87	$ 19.68	$ 23.48

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Equity-based Compensation Plans - Schedule of Equity Based Compensation Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 63,075	$ 56,138	$ 191,584	$ 193,450
Cost of sales
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	3,996	2,928	11,868	7,281
Operating, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity-based compensation expense	$ 59,079	$ 53,210	$ 179,716	$ 186,169

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Defined Severance Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Retirement Benefits [Abstract]
Current service costs	$ 33,066	$ 32,502	$ 109,722	$ 95,281
Interest expense	2,446	854	5,777	2,039
Amortization of:
Prior service credit	810	23	2,582	69
Net actuarial loss	298	1,242	5,975	3,260
Net periodic benefit costs charged to expense	$ 36,620	$ 34,621	$ 124,056	$ 100,649

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Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net income (loss)	$ 90,679	$ (75,491)	$ (209,294)	$ (323,977)	$ (518,601)	$ (295,033)	$ (194,106)	$ (1,137,611)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, basic (in shares)	1,767,275			1,747,255			1,762,465	1,313,234
Incremental common shares attributable to dilutive effect of share-based payment arrangements (in shares)	23,666			0			0	0
Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders, diluted (in shares)	1,790,941			1,747,255			1,762,465	1,313,234
Net loss attributable to Class A and Class B common stockholders per share, basic (in dollars per share)	$ 0.05			$ (0.19)			$ (0.11)	$ (0.87)
Net loss attributable to Class A and Class B common stockholders per share, diluted (in dollars per share)	$ 0.05			$ (0.19)			$ (0.11)	$ (0.87)
Share-based Payment Arrangement
Denominator:
Antidilutive securities excluded from computation of net loss per share (in shares)	6,000			42,000			25,000	50,000

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Segment Reporting - Narrative (Details) - segment		7 Months Ended
	Mar. 01, 2022	Sep. 30, 2022
Segment Reporting [Abstract]
Number of operating segments	1	2
Number of reportable segments	1	2

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Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total net revenues	$ 5,101,334	$ 4,644,705	$ 15,255,841	$ 13,329,679
Total segment adjusted EBITDA	194,919	(207,434)	170,219	(462,547)
Reconciling items:
Equity-based compensation	(63,075)	(56,138)	(191,584)	(193,450)
Interest expense	(6,485)	(7,376)	(19,996)	(38,047)
Interest income	15,403	2,603	26,301	5,450
Other income (expense), net	11,224	(4,026)	2,485	(7,479)
Income (loss) before income taxes	97,562	(323,911)	(186,638)	(1,137,440)
Operating segments | Product Commerce
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total net revenues	4,947,174	4,481,525	14,760,758	12,911,901
Total segment adjusted EBITDA	239,222	(118,235)	339,939	(235,397)
Operating segments | Developing Offerings
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total net revenues	154,160	163,180	495,083	417,778
Total segment adjusted EBITDA	(44,303)	(89,199)	(169,720)	(227,150)
Segment reconciling items
Reconciling items:
Depreciation and amortization	(54,424)	(51,540)	(174,063)	(145,866)
Equity-based compensation	(63,075)	(56,138)	(191,584)	(193,450)
Interest expense	(6,485)	(7,376)	(19,996)	(38,047)
Interest income	15,403	2,603	26,301	5,450
Other income (expense), net	11,224	(4,026)	2,485	(7,479)
Fulfillment center fire losses	$ 0	$ 0	$ 0	$ (295,501)