SEC Info - Coupang, Inc. - ‘10-K’ for 12/31/22

We have served as the Company's auditor since 2014.

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

2022

2021

2020

Net retail sales

i 18,338,177

i 16,487,975

i 11,045,096

Net other revenue

i 2,244,438

i 1,918,397

i 922,243

Total net revenues

i 20,582,615

i 18,406,372

i 11,967,339

Cost of sales

i 15,872,742

i 15,455,244

i 9,981,102

Operating, general and administrative

i 4,821,892

i 4,445,090

i 2,502,231

Total operating cost and expenses

i 20,694,634

i 19,900,334

i 12,483,333

Operating loss

( i 112,019)

( i 1,493,962)

( i 515,994)

Interest income

i 52,798

i 8,645

i 10,991

Interest expense

( i 27,169)

( i 45,358)

( i 107,762)

Other (expense) income, net

( i 6,715)

( i 10,913)

i 149,900

Loss before income taxes

( i 93,105)

( i 1,541,588)

( i 462,865)

Income tax (benefit) expense

( i 1,063)

i 1,002

i 292

Net loss

( i 92,042)

( i 1,542,590)

( i 463,157)

Less: premium on repurchase of redeemable convertible preferred units

i —

( i 92,734)

Net loss attributable to Class A and Class B common stockholders

( i 92,042)

( i 1,542,590)

( i 555,891)

Net loss attributable to Class A and Class B common stockholders per share, basic and diluted

( i i 0.05 / )

( i i 1.08 / )

( i i 19.16 / )

Weighted-average shares attributable to Class A and Class B common stockholders, basic and diluted

i i 1,764,598 /

i i 1,423,887 /

i i 29,012 /

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

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

2022

2021

2020

Net loss

( i 92,042)

( i 1,542,590)

( i 463,157)

Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax

i 8,741

i 40,844

( i 20,730)

Actuarial gain (loss) on defined severance benefits, net of tax

i 41,217

( i 57,490)

( i 18,005)

Total other comprehensive income (loss)

i 49,958

( i 16,646)

( i 38,735)

Comprehensive loss

( i 42,084)

( i 1,559,236)

( i 501,892)

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

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

CONSOLIDATED BALANCE SHEETS


(in thousands, except shares)	December 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	i 3,509,334	$	i 3,487,708
Restricted cash	i 176,316		i 319,800
Accounts receivable, net	i 184,463		i 175,350
Inventories	i 1,656,851		i 1,421,501
Prepaids and other current assets	i 303,166		i 232,447
Total current assets	i 5,830,130		i 5,636,806

Long-term restricted cash	i 1,624		i 2,839
Property and equipment, net	i 1,819,945		i 1,347,531
Operating lease right-of-use assets	i 1,405,248		i 1,374,629
Long-term lease deposits and other	i 455,956		i 280,029
Total assets	$	i 9,512,903	$	i 8,641,834
Liabilities and stockholders' equity
Accounts payable	$	i 3,622,332	$	i 3,442,720
Accrued expenses	i 298,869		i 304,293
Deferred revenue	i 92,361		i 93,972
Short-term borrowings	i 175,403		i 7,811
Current portion of long-term debt	i 128,936		i 341,717
Current portion of long-term operating lease obligations	i 325,924		i 287,066
Other current liabilities	i 418,681		i 266,709
Total current liabilities	i 5,062,506		i 4,744,288

Long-term debt	i 537,880		i 283,190
Long-term operating lease obligations	i 1,233,680		i 1,201,277
Defined severance benefits and other	i 264,924		i 237,122
Total liabilities	i 7,098,990		i 6,465,877

Commitments and contingencies (Note 13)	i		i
Stockholders' equity
Class A common stock, $ i i 0.0001 / par value, i 10,000,000,000 shares authorized, i i 1,597,804,374 / and i 1,579,399,667 shares issued and outstanding as of December 31, 2022 and 2021, respectively; Class B common stock, $ i i 0.0001 / par value, i 250,000,000 shares authorized, i i i i 174,802,990 / / / shares issued and outstanding as of December 31, 2022 and 2021	i 177		i 175
Additional paid-in capital	i 8,154,076		i 7,874,038
Accumulated other comprehensive income (loss)	i 2,219		( i 47,739)
Accumulated deficit	( i 5,742,559)		( i 5,650,517)
Total stockholders' equity	i 2,413,913		i 2,175,957
Total liabilities and stockholders' equity	$	i 9,512,903	$	i 8,641,834

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

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

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

Redeemable Convertible Preferred Units

Common Units

Class A and Class B Common Stock

Additional
Paid-in
Capital

Accumulated Other Comprehensive
Income (Loss)

Accumulated
Deficit

Total Stockholders'/Members' Equity (Deficit)

(in thousands)

Units

Amount

Units

Amount

Balance as of December 31, 2019

i 1,348,313

i 3,468,554

i 70,702

i —

i 25,036

i 7,642

( i 3,565,590)

( i 3,532,912)

Net loss

—

( i 463,157)

Foreign currency translation adjustments, net of tax

—

( i 20,730)

—

( i 20,730)

Actuarial loss on defined severance benefits, net of tax

—

( i 18,005)

—

( i 18,005)

Issuance of common units, equity-based compensation plans

—

i 35,800

i 28,613

—

i 28,613

Repurchase of common units

—

( i 680)

( i 1,366)

—

( i 1,366)

Repurchase of preferred units

( i 18,848)

( i 2,943)

—

( i 13,554)

—

( i 79,180)

( i 92,734)

Equity-based compensation

—

i 31,429

—

i 31,429

Balance as of December 31, 2020

i 1,329,465

i 3,465,611

i 105,822

i 45,122

i —

i 25,036

( i 31,093)

( i 4,107,927)

( i 4,068,862)

Net loss

—

( i 1,542,590)

Foreign currency translation adjustments, net of tax

—

i 40,844

—

i 40,844

Actuarial loss on defined severance benefits, net of tax

—

( i 57,490)

—

( i 57,490)

Issuance of common units, equity-based compensation plans

—

i 22,901

i 38,968

i —

—

i 38,968

Equity-based compensation

—

i 2,974

—

i —

—

i 2,974

Impact of Corporate Conversion and IPO

Conversion of common units into Class A and Class B common stock

—

( i 128,723)

( i 87,064)

i 128,648

i 13

i 87,051

—

i —

Conversion of redeemable convertible preferred units into Class A and Class B common stock

( i 1,329,465)

( i 3,465,611)

—

i 1,329,465

i 133

i 3,465,478

—

i 3,465,611

Issuance of Class A common stock, net of underwriting discounts and offering costs

—

i 100,000

i 10

i 3,416,809

—

i 3,416,819

Conversion of convertible notes into Class A common stock

—

i 171,750

i 17

i 609,982

—

i 609,999

Issuance of common stock upon exercise of stock options subsequent to Corporate Conversion and IPO

—

i 11,861

i 1

i 23,312

—

i 23,313

Issuance of common stock upon settlement of RSUs subsequent to Corporate Conversion and IPO

—

i 12,479

i 1

( i 1)

—

i —

Equity-based compensation subsequent to Corporate Conversion and IPO

—

i 246,371

—

i 246,371

Balance as of December 31, 2021

i —

i 1,754,203

i 175

i 7,874,038

( i 47,739)

( i 5,650,517)

i 2,175,957

Coupang, Inc.

2022 Form 10-K


Table of Contents

Redeemable Convertible Preferred Units

Common Units

Class A and Class B Common Stock

Additional
Paid-in
Capital

Accumulated Other Comprehensive
Income (Loss)

Accumulated
Deficit

Total Stockholders'/Members' Equity (Deficit)

Units

Amount

Units

Amount

Balance as of December 31, 2021

i —

i 1,754,203

i 175

i 7,874,038

( i 47,739)

( i 5,650,517)

i 2,175,957

Net loss

—

( i 92,042)

Foreign currency translation adjustments, net of tax

—

i 8,741

—

i 8,741

Actuarial gain on defined severance benefits, net of tax

—

i 41,217

—

i 41,217

Issuance of common stock upon exercise of stock options

—

i 8,685

i 2

i 17,772

—

i 17,774

Issuance of common stock upon settlement of restricted stock units

—

i 9,719

—

Equity-based compensation

—

i 262,266

—

i 262,266

Balance as of December 31, 2022

i —

i 1,772,607

i 177

i 8,154,076

i 2,219

( i 5,742,559)

i 2,413,913

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

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

2022

2021

2020

Operating activities

Net loss

( i 92,042)

( i 1,542,590)

( i 463,157)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

i 230,965

i 201,480

i 127,519

Provision for severance benefits

i 161,224

i 128,214

i 71,328

Equity-based compensation

i 262,266

i 249,345

i 31,331

Paid-in-kind interest and accretion of discount on convertible notes

i —

i 20,148

i 91,035

Revaluation of derivative instrument

i —

( i 149,830)

Inventory and fixed asset losses due to fulfillment center fire

i —

i 284,825

i —

Non-cash operating lease expense

i 309,670

i 258,965

i 154,739

Non-cash others

i 111,768

i 57,978

i 55,176

Change in operating assets and liabilities:

Accounts receivable, net

( i 33,827)

( i 120,206)

( i 4,312)

Inventories

( i 367,034)

( i 527,959)

( i 504,294)

Other assets

( i 289,375)

( i 178,383)

( i 172,576)

Accounts payable

i 444,402

i 728,488

i 1,065,850

Accrued expenses

i 7,201

i 206,597

i 50,835

Other liabilities

( i 179,779)

( i 177,480)

( i 52,090)

Net cash provided by (used in) operating activities

i 565,439

( i 410,578)

i 301,554

Investing activities

Purchases of property and equipment

( i 824,262)

( i 673,663)

( i 484,630)

Proceeds from sale of property and equipment

i 13,182

i 1,864

i 507

Other investing activities

( i 37,174)

( i 3,726)

( i 36,531)

Net cash used in investing activities

( i 848,254)

( i 675,525)

( i 520,654)

Financing activities

Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts

i —

i 3,431,277

i —

Deferred offering costs paid

i —

( i 11,618)

i —

Repurchase of common units and preferred units

i —

( i 97,043)

Proceeds from issuance of common stock/units, equity-based compensation plan

i 17,774

i 62,281

i 28,613

Proceeds from short-term borrowings

i 177,249

i 24,722

i 144,740

Proceeds from long-term debt, net of issuance costs

i 523,529

i 408,932

i 142,170

Repayment of short-term borrowings

( i 21,053)

( i 166,023)

( i 2,983)

Repayment of long-term debt

( i 446,376)

( i 169,575)

( i 35,141)

Net short-term borrowings and other financing activities

( i 3,771)

( i 3,146)

( i 1,854)

Net cash provided by financing activities

i 247,352

i 3,576,850

i 178,502

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

( i 87,610)

( i 81,702)

i 70,365

Net (decrease) increase in cash and cash equivalents, and restricted cash

( i 123,073)

i 2,409,045

i 29,767

Cash and cash equivalents, and restricted cash, as of beginning of period

i 3,810,347

i 1,401,302

i 1,371,535

Cash and cash equivalents, and restricted cash, as of end of period

i 3,687,274

i 3,810,347

i 1,401,302

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

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. i Description of Business and Summary of Significant Accounting Policies

Description of Business

Coupang, Inc. (“Coupang” or the “Parent”), together with its wholly-owned subsidiaries (collectively, “we,” “us,” or “our”), is a Delaware corporation, which owns and operates an e-commerce business that primarily serves the Korean retail market. Through our mobile applications and Internet websites, we offer 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. We are 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

i i i The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current year presentation. Our fiscal year is consistent with the calendar year and ends on December 31. References to years relate to the fiscal year ended December 31. / /

Use of Estimates

The preparation of 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 liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates.

i Segment Information

In March 2022, we revised our reportable segments which led to the following i two reportable segments: Product Commerce and Developing Offerings. Refer to Note 3 — "Segment Reporting" for additional information.

Initial Public Offering

On March 15, 2021, we completed our initial public offering (“IPO”) in which we issued and sold i 100,000,000 shares of our Class A common stock at a price of $ i 35.00 per share. We received net proceeds of approximately $ i 3.4 billion from the IPO after deducting underwriting discounts of $ i 69 million and other offering costs.

For additional information related to our Corporate Conversion and IPO, see Note 14 — "Redeemable Convertible Preferred Units and Stockholders'/Members' Equity (Deficit)" and Note 15 — "Convertible Notes and Derivative Instrument."

Foreign Currency

Our functional currency, including that of the Parent, is the United States dollar (“U.S. dollar”). The Korean Won is the local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into U.S. dollars at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into U.S. dollars using average rates that approximate those in effect during the period. Translation adjustments are included in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity and in the “Effect of exchange rate changes on cash and cash equivalents, and restricted cash” in the consolidated statements of cash flows.

Transaction gains and losses are included in “Other (expense) income, net” in the consolidated statements of operations.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Revenue Recognition

We recognize revenues on the amount of expected consideration it will receive, which incorporates reductions for estimated returns, promotional discounts, and earned loyalty rewards. Revenue excludes amounts collected on behalf of third parties, such as value added taxes. Historical experience is used to estimate returns at the time of sale at a portfolio level using the expected value method. We include these amounts in the transaction price to the extent it is probable that a significant reversal of revenue will not occur and updates as additional information becomes available. For revenue contracts with multiple performance obligations, the transaction price is allocated to each performance obligation using the relative stand-alone selling price. We primarily determine stand-alone selling prices based on the prices charged to customers.

Net Retail Sales

Retail sales are earned from our online product sales to consumers. Retail revenue is recognized when control of the goods is transferred to the customer, which occurs upon delivery to the customer.

Net Other Revenue

Net other revenue includes commissions earned from merchants that sell their products through our online business. We are not the seller of record in these transactions, nor do we take possession or control of the related inventory. Although we process and collect the entire amount of these transactions, we record revenue on the net commission because we are acting as an agent. The revenue is recognized when the order is completed and transmitted to the third-party merchant.

Net other revenue also includes consideration from our online restaurant ordering and delivery services, performed by us, as well as advertising services provided on our website and mobile applications. Revenues from online restaurant ordering and delivery are recognized when we deliver the order. Advertising revenue is recognized as ads are delivered over a period of time or based on number of clicks and impressions.

We offer a subscription service 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 content streaming. Subscription benefits represent a single, stand-ready obligation and revenue from subscription fees are recognized over the subscription period.

Deferred Revenue

Deferred revenue primarily relates to retail sales and is recorded when payments are received in advance of delivery to customers. Deferred revenue is generally recognized as revenue in the following month when delivery is made to customers.

Discount Coupons and Loyalty Rewards

For discount coupons or loyalty rewards offered as part of revenue transactions, we defer a portion of the revenue based on the estimated standalone selling price of the discount coupons or loyalty rewards earned and recognize the revenue as they are redeemed in future transactions or when they expire. Discount coupons and loyalty rewards expire after six months and are generally redeemed within six months from issuance and therefore, breakage is not significant. We also issue discount coupons or loyalty rewards that are not earned in conjunction with the purchase of a product as part of our marketing activities. This is not a performance obligation and is recognized as a reduction of the transaction price when rendered by the customer.

Cost of Sales

Cost of sales are primarily comprised of the purchase price of products sold to customers where we record revenue gross, and includes logistics center 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, and delivery service costs from our restaurant delivery business, primarily where we are the delivery service provider, as well as depreciation and amortization.

Payments from Suppliers

We receive consideration from suppliers for various programs, including rebates, incentives, and discounts, as well as advertising services provided on our website and mobile applications. We generally record these amounts received from suppliers to be a reduction of the prices we pay for their goods, and a subsequent reduction in cost of sales as the inventory is sold.

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 attributable to receiving, inspecting, picking, packaging, and preparing customer orders), customer service related costs, payment processing

Coupang, Inc.

2022 Form 10-K


Table of Contents

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. Advertising expenses, which are expensed as incurred, were $ i 605 million, $ i 433 million, and $ i 128 million for 2022, 2021 and 2020, respectively.

Equity-Based Compensation

We account for equity-based employee compensation arrangements in accordance with U.S. GAAP, which requires compensation expense for the grant-date fair value of equity-based awards to be recognized over the requisite service period. We determine the fair value of equity-based awards granted or modified on the grant date or modification date using appropriate valuation techniques. Forfeitures are estimated using historical experience at the time of grant and revised in subsequent periods if actual forfeitures differ from initial estimates.

Restricted Stock Units

We previously granted restricted equity units (“REUs”) under our 2011 Equity Incentive Plan (“2011 Plan”), which vest upon the satisfaction of both a service-based condition and a performance-based condition. The performance condition was satisfied at the time of the IPO, and we recorded cumulative equity-based compensation expense for the awards based on the service-based conditions. The fair value of the REUs were estimated based on the fair market value of our common units on the date of grant. In connection with our Corporate Conversion, the outstanding awards were converted into restricted stock units (“RSUs”). We have subsequently granted RSUs that generally vest upon the satisfaction of a service-based condition as defined in our 2021 Equity Incentive Plan (“2021 Plan”). The grant-date fair value of each RSU, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis for RSUs with service only vesting conditions.

Stock Options

We previously granted unit options under the 2011 Plan, which vest over a service period of generally i four years. In connection with our Corporate Conversion, the outstanding awards were converted into stock options. The grant-date fair value of each stock option award, net of estimated forfeitures, is recognized as expense over the requisite service period on a straight-line basis. We estimate the fair value of stock options granted using the Black-Scholes option-pricing model, which requires the input of subjective assumptions, including the expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, the risk-free interest rate for the expected term of the award, and expected dividends. Expected volatility is based on historical volatility of the stock of industry peers. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.

/ i

Defined Severance Benefits

We accrue severance benefits for employees of our Korean subsidiaries. Pursuant to the Employee Retirement Benefit Security Act of Korea, eligible employees with one or more years of service are entitled to severance payments upon the termination of their employment based on their length of service and pay rate.

We recognize the defined severance benefits obligation in the consolidated balance sheets with a corresponding adjustment to operating expenses and “Accumulated other comprehensive income (loss)”. The obligations are measured annually, or more frequently if there is a remeasurement event, based on our measurement date utilizing various actuarial assumptions and methodologies. We use certain assumptions including, but not limited to, the selection of the: (i) discount rates; (ii) salary growth rates; and (iii) certain employee-related factors, such as turnover, retirement age and mortality. We review our actuarial assumptions and make modifications to the assumptions based on current rates and trends when appropriate.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based upon the difference between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Our deferred tax assets are recorded net of valuation allowances when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax assets will not be realized in future periods. Realization of our deferred tax assets is dependent on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical, as well as future projected taxable income, along with other positive and negative evidence in assessing the realizability of our deferred tax assets. Decreases to valuation allowances are recorded as reductions to our income tax expense and increases to valuation allowances result in additional expense for income taxes. Global Intangible Low-taxed Income (“GILTI”) provisions are applied, providing for incremental tax on foreign income. We have made the policy election to record any liability associated with GILTI in the period in which it is incurred.

Coupang, Inc.

2022 Form 10-K


Table of Contents

We recognize and measure uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step process. In the first step, recognition, we determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position that meets the more-likely-than-not criteria. The tax position is measured at the largest amount of benefit that has a likelihood of greater than 50 percent of being realized upon ultimate settlement.

i Net Loss Attributable to Common Stockholders

We compute net 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 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 loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net 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. Our basic and diluted net loss per share are the same because we have generated net loss to common stockholders.

Cash and Cash Equivalents

Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less from the date of purchase and are mainly comprised of bank deposits.


(in thousands)	2022		2021		2020
Supplemental disclosure of cash-flow information
Cash paid for income taxes, net of refunds	$	i 5,911	$	i 2,588	$	i 857
Cash paid for interest	$	i 19,336	$	i 21,465	$	i 23,658
Non-cash investing and financing activities
(Decrease) increase in property and equipment-related accounts payable	$	( i 67,665)	$	i 45,205	$	i 48,236
Conversion of common units into Class A and Class B common stock	$	i —	$	i 87,064	$	i —
Conversion of redeemable convertible preferred units into Class A and Class B common stock	$	i —	$	i 3,465,611	$	i —
Conversion of convertible notes into Class A common stock	$	i —	$	i 609,999	$	i —

/ i

Restricted Cash

Restricted cash primarily consists of certain cash pledged as collateral for loan facility agreements, cash on deposit designated for interest and principal debt repayments, as well as cash on deposit pledged as collateral for potential refunds on transactions with customers or future payments to suppliers. Restricted cash with remaining restrictions of one year or less are classified as current on the consolidated balance sheets.

Accounts Receivable, Net

Accounts receivable, net are stated at their carrying value, net of allowance for credit losses based on lifetime expected losses. Accounts receivable balances are primarily trade receivables due from payment gateway providers, customers, suppliers and sellers, net of estimated allowances for credit losses. Amounts included in accounts receivable, or collected from payment gateway providers, to be remitted to merchants are included in accounts payable. Receivables from suppliers and sellers primarily relate to advertising activities. We estimate the allowance for credit losses based upon historical experience, the age and delinquency rates of receivables and credit quality, as well as economic and regulatory conditions combined with reasonable and supportable management forecasts of collectability and other economic factors over the lifetime of the receivables. We write off accounts against the allowance for credit losses when they are deemed to be uncollectible. As of December 31, 2022 and 2021, net receivables from customers and sellers were $ i 64 million and $ i 90 million, respectively. The allowance amounts were immaterial for all periods presented.

/ i

Inventories

Our inventories, which consist of products available for sale, are accounted for using the weighted average cost method, and are stated at the lower of cost or net realizable value. This valuation requires management judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product suppliers, or liquidations, and expected recoverable values of separate inventory categories.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Property and Equipment, Net

Property and equipment, net are stated at historical cost, less accumulated depreciation and amortization. Property and equipment primarily includes buildings and structures, land, leasehold improvements, furniture, internal-use software, vehicles, information technology equipment, heavy equipment, and other fulfillment equipment. Depreciation and amortization is calculated on a straight-line basis over the estimated useful lives of the respective asset categories.

Depreciation and amortization expense is classified within the corresponding operating expense categories on the consolidated statements of operations. Maintenance and repairs are charged to operating expenses as incurred.

Fulfillment Center Fire

In June 2021, a fire extensively damaged our Deokpyeong fulfillment center (“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 $ i 158 million and $ i 138 million were recognized in “Cost of sales” and “Operating, general and administrative”, respectively, in 2021.

While we are insured on property losses from the FC Fire, investigations surrounding the fire continue. In December 2022, we received a refundable insurance cash advance payment of $ i 79 million, which is included within other current liabilities. We have not recognized any insurance benefit in our consolidated statements of operations to date. Whether and to what extent the advance will become non-refundable or additional proceeds will be received is currently unknown.

Leases

We determine if an arrangement is or contains a lease at contract inception. Leases with contractual terms greater than twelve months are classified as either operating or finance. Leases with an initial contractual term of twelve months or less are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. When we have the option to extend the term or terminate the lease before the contractual expiration date, and it is reasonably certain that we will exercise the option, we consider these options in determining the lease term.

For operating leases, expense is recognized on a straight-line basis over the lease term. For finance leases, interest expense on the lease liability is recognized using the effective interest method and amortization of the right-of-use (“ROU”) asset is recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term. Our leases may include variable payments based on measures that include, but are not limited to, changes in price indices or market rates, which are expensed as incurred.

Lease obligations are recognized at the present value of the fixed lease payments, reduced by landlord incentives, using a discount rate based on our incremental borrowing rate at lease inception. Our incremental borrowing rate is based on a credit-adjusted risk-free rate at commencement date, which best approximates a secured rate over a similar term of lease. Lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the leases or lease prepayments.

Operating lease ROU assets are presented as “Operating lease right-of-use assets” on the consolidated balance sheets. The current portion of operating lease liabilities is presented as “Current portion of long-term operating lease obligations” and the long-term portion is presented separately as “Long-term operating lease obligations” on the consolidated balance sheets. Finance lease ROU assets, which are immaterial, are included in “Property and equipment, net” with the associated portions included in “Other current liabilities” and “Defined severance benefits and other” on the consolidated balance sheets.

i Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Impairment losses are recorded if the asset’s carrying value is not recoverable through its undiscounted future cash flows. Impairment losses are measured based upon the difference between the carrying amount and estimated fair value of the related asset or asset group. i i i No / / impairment losses were recorded for 2022, 2021, and 2020.

Fair Value of Financial Instruments

Our primary financial instruments include cash equivalents, restricted cash, accounts receivable, accounts payable, short-term borrowings, and long-term debt. The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, other assets, accounts payable, short-term borrowings, and accrued expenses approximate fair value due to their short maturities. Refer to Note 9 — "Fair Value Measurement" for further information.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Concentration of Credit Risk

Cash and cash equivalents, restricted cash and accounts receivable 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 i 70% and i 77% were held at three and four financial institutions as of December 31, 2022 and 2021, respectively. Our gross accounts receivable includes amounts concentrated with three and one payment processing companies representing i 41% and i 14% of gross accounts receivable as of December 31, 2022 and 2021, respectively.

/ i

Recent Accounting Pronouncements Adopted

We adopted 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)” effective January 1, 2022. The adoption of the ASU did not have a material impact on our consolidated financial statements.

We adopted ASU 2021-08, “Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” effective January 1, 2023. The adoption of the ASU did not have a material impact on our 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. We are evaluating the effect of adopting the ASU on our disclosures.

2. i Net Revenues

Details of total net revenues were as follows:

(in thousands)

2022

2021

2020

Net retail sales

i 18,338,177

i 16,487,975

i 11,045,096

Third-party merchant services

i 1,869,495

i 1,695,422

i 789,557

Other revenue

i 374,943

i 222,975

i 132,686

Total net revenues

i 20,582,615

i 18,406,372

i 11,967,339

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 our online business. Other revenue includes revenue earned from our Rocket WOW membership program and various other offerings.

Contract liabilities consist of payments in advance of delivery and customer loyalty credits, which are included in deferred revenue on the consolidated balance sheets. We recognized revenue of $ i 86 million, $ i 60 million, and $ i 29 million for 2022, 2021, and 2020 respectively, primarily related to payments in advance of delivery which were included in deferred revenue on the consolidated balance sheets as of the beginning of the respective years.

3. i Segment Reporting

The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. On March 2, 2022, we announced that our reportable segments were revised to reflect the way we manage our business and to promote improved visibility to our business performance. The change led to the following i i 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 i one operating and i 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 our mobile application and website.

Coupang, Inc.

2022 Form 10-K


Table of Contents

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, we do not report asset information by segment.

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

(in thousands)

2022

2021

2020

Net revenues

Product Commerce

i 19,954,594

i 17,837,717

i 11,873,246

Developing Offerings

i 628,021

i 568,655

i 94,093

Total net revenues

i 20,582,615

i 18,406,372

i 11,967,339

Segment adjusted EBITDA

Product Commerce

i 605,838

( i 360,896)

( i 263,294)

Developing Offerings

( i 224,626)

( i 386,740)

( i 93,850)

Total segment adjusted EBITDA

i 381,212

( i 747,636)

( i 357,144)

Reconciling items:

Depreciation and amortization

( i 230,965)

( i 201,480)

( i 127,519)

Equity-based compensation

( i 262,266)

( i 249,345)

( i 31,331)

Interest expense

( i 27,169)

( i 45,358)

( i 107,762)

Interest income

i 52,798

i 8,645

i 10,991

Other (expense) income, net

( i 6,715)

( i 10,913)

i 149,900

Fulfillment center fire losses

i —

( i 295,501)

i —

Loss before income taxes

( i 93,105)

( i 1,541,588)

( i 462,865)

4. i Equity-based Compensation Plans

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 our 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 i 5% of the total number of shares of our 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 our board of directors. Following the increase, the maximum number of shares of our Class A common stock that may be issued under the 2021 Plan is i 302,813,864 shares. As of December 31, 2022, we have i 220,779,743 shares of common stock available for future issuance to employees.

Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares become available for future grant under the 2021 Plan if they were issued under stock awards under the 2021 Plan and we repurchase them or they are forfeited.

RSUs

RSUs generally vest over i 2 to i 4 years from the vesting start date, subject to the recipient remaining an employee at each vesting date.

For the RSUs with the performance condition satisfied upon the completion of our IPO, we recorded $ i 41 million in equity-based compensation expense for 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 will be recorded over the remaining requisite service period.

Coupang, Inc.

2022 Form 10-K


Table of Contents

As of December 31, 2022, we had $ i 539 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 i 2.6 years, net of estimated forfeitures.

The table below summarizes our RSU activity:

Outstanding RSUs

(in thousands, except unit price)

Number of RSUs

Weighted Average Grant-Date Fair Value

i 23,511

i 23.80

Granted

i 29,696

i 17.24

Vested

( i 9,719)

i 22.30

Forfeited / cancelled

( i 8,310)

i 21.22

i 35,178

i 19.29

/ i

The following information is provided for our RSUs:


(in thousands, except unit price)	2022		2021		2020
Weighted average grant-date fair value of RSUs granted	$	i 17.24	$	i 32.17	$	i 7.06
Fair value of RSUs at vesting	$	i 180,770	$	i 412,669	$	i 14,649

Stock Options

Our stock options are granted with exercise prices equal to the estimated fair value of the common shares at the date of grant. The stock options generally expire i ten years from the grant date.

The total unrecognized compensation expense related to unvested stock options was $ i 11 million, which will be recognized over the weighted-average remaining service period of approximately i 1.3 years, net of estimated forfeitures.

i The table below summarizes our stock option activity:

Outstanding Options

(in thousands, except unit price)

Number
of
Options

Weighted
Average Exercise
Price

Weighted-Average
Remaining Contractual
Term (in years)

Aggregate Intrinsic Value

i 31,635

i 5.15

i 6.94

i 766,531

Forfeited / cancelled

( i 965)

i 2.27

Exercised

( i 8,685)

i 2.05

i 21,985

i 6.50

i 5.90

i 192,001

Exercisable as of December 31, 2022

i 13,932

i 6.11

i 5.71

i 126,509

Expected to vest as of December 31, 2022

i 7,403

i 7.60

i 6.18

i 57,448

The fair value of stock options is estimated on the grant date with the following assumptions:

2021

2020

Weighted-average expected term (years)

i 4.27

i 6.15

Weighted-average expected volatility

i 70%

i 66%

Expected dividend yield

i —

Risk-free interest rate

i 0.62%

i 0.34%

i 1.68%

Coupang, Inc.

2022 Form 10-K


Table of Contents

The following information is provided for our stock options:


(in thousands, except unit price)	2022		2021		2020
Weighted average grant-date fair value of stock options granted	$	i —	$	i 16.46	$	i 1.57
Intrinsic fair value of stock options exercised	$	i 131,480	$	i 675,935	$	i 44,076

Equity-based Compensation Expense

The following table presents the effects of equity-based compensation in the consolidated statements of operations:


(in thousands)	2022		2021		2020
Cost of sales	$	i 15,925	$	i 10,981	$	i 620
Operating, general and administrative	i 246,341		i 238,364		i 30,711
Total	$	i 262,266	$	i 249,345	$	i 31,331

5. i Defined Severance Benefits

Changes in defined severance benefits obligation were as follows:


(in thousands)	2022		2021
Beginning balance, January 1	$	i 283,032	$	i 164,573
Current service cost	i 143,354		i 120,784
Interest cost	i 8,169		i 2,869
Actuarial (gains) losses	( i 31,515)		i 52,528
Payments from plans	( i 81,097)		( i 49,712)
Plan changes	i —		i 10,263
Cumulative effects of foreign currency translation	( i 17,471)		( i 18,273)
Ending balance, December 31	$	i 304,472	$	i 283,032
Current	$	i 78,365	$	i 76,368
Noncurrent	$	i 226,107	$	i 206,664

The accumulated benefit obligation for all defined severance benefits was $ i 225 million and $ i 210 million as of December 31, 2022 and 2021, respectively.

Net periodic cost consists of the following:

(in thousands)

2022

2021

2020

Current service costs

i 143,354

i 120,784

i 70,019

Interest cost

i 8,169

i 2,869

i 1,310

Amortization of:

Prior service cost

i 3,382

i 90

i —

Net actuarial loss

i 6,319

i 4,471

i 140

Net periodic benefit cost

i 161,224

i 128,214

i 71,469

/ i

The principal actuarial assumptions used to determine defined severance benefits obligation were as follows:

Discount rates

i 5.10%

–

i 5.30%

i 2.70%

–

i 3.00%

Salary growth rates

i 5.00%

–

i 8.00%

i 5.00%

–

i 5.24%

The principal actuarial assumptions used to determine the net periodic cost were as follows:


	2022					2021					2020
Discount rates	i 2.70	%	–	i 3.00	%	i 1.73	%	–	i 2.57	%	i 1.74	%	–	i 2.45	%
Salary growth rates	i 5.00	%	–	i 5.24	%	i 1.48	%	–	i 5.00	%	i 1.51	%	–	i 5.00	%

Coupang, Inc.

2022 Form 10-K


Table of Contents

The expected maturity analysis of undiscounted defined severance benefits as of December 31, 2022 was as follows:

(in thousands)

Less than 1 year

Between 1-2 years

Between 2-5 years

Over 5 years

Total

Defined severance benefits

i 83,830

i 86,054

i 218,475

i 319,927

i 708,286

6. i Other (Expense) Income, net

Other (expense) income, net consists of the following:

(in thousands)

2022

2021

2020

Revaluation of derivative instrument gain

i —

i 149,830

Foreign currency gain (loss)

i 9,229

( i 2,933)

i 2,442

Other non-operating expense

( i 15,944)

( i 7,980)

( i 2,372)

Total other (expense) income, net

( i 6,715)

( i 10,913)

i 149,900

7. i Income Taxes

We are subject to income taxation through certain of our subsidiaries primarily in the United States, South Korea and throughout other Asian countries.

The components of income tax (benefit) expense were as follows:

(in thousands of US dollars)

2022

2021

2020

Current taxes

United States

i 3

i 2

i 1

Foreign - Korea

i 37,474

i 5

i —

Foreign - Other

i 1,922

i 995

i 291

Current taxes

i 39,399

i 1,002

i 292

Deferred taxes

United States

( i 40,462)

i —

Foreign - Korea

i —

Foreign - Other

i —

Deferred taxes

( i 40,462)

i —

Income tax (benefit) expense

( i 1,063)

i 1,002

i 292

/ i

The components of loss before income taxes are as follows:

(in thousands of US dollars)

2022

2021

2020

United States

( i 232,278)

( i 296,529)

( i 8,771)

Foreign - Korea

i 185,809

( i 1,226,675)

( i 455,683)

Foreign - Other

( i 46,636)

( i 18,384)

i 1,589

Loss before income taxes

( i 93,105)

( i 1,541,588)

( i 462,865)

Coupang, Inc.

2022 Form 10-K


Table of Contents

Differences between the provision at the federal statutory rate and the provision recorded at the consolidated level are as follows:

(in thousands of US dollars)

2022

2021

2020

Taxes computed at the federal statutory rate

( i 19,552)

( i 323,770)

( i 99,667)

Differences resulting from:

Statutory rate difference

i 51,114

( i 43,633)

( i 14,192)

Change in valuation allowances

( i 143,831)

i 393,483

i 118,253

Global intangible low taxed income tax ("GILTI")

i 93,097

i —

Stock compensation

i 36,992

( i 20,428)

i —

Tax credit

( i 34,952)

( i 5,214)

i —

Other nondeductible expense

i 15,157

i 260

( i 3,994)

Other

i 912

i 304

( i 108)

Income tax (benefit) expense

( i 1,063)

i 1,002

i 292

Our resulting effective tax rate differs from the applicable statutory rate primarily due to the statutory rate change, changes in the valuation allowance against our deferred tax assets, impacts from GILTI and equity-based compensation.

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities were as follows:


(in thousands of US dollars)	December 31, 2022		December 31, 2021
Deferred tax assets
Provision and allowances	$	i 57,434	$	i 43,156
Depreciation	i 6,847		i 5,212
Accrued expenses	i 51,922		i 43,223
Amortization	i 32,166		i 49,529
Defined severance benefits	i 70,628		i 68,421
Lease liabilities	i 352,732		i 361,420
Net operating loss carryforwards	i 789,856		i 1,019,583
Tax credits	i 55,444		i 23,066
Other	i 28,513		i 6,795
Total deferred tax assets	i 1,445,542		i 1,620,405
Less: valuation allowances	( i 1,085,154)		( i 1,284,380)
Total deferred tax assets net of valuation allowance	$	i 360,388	$	i 336,025

Deferred tax liabilities
Prepaid expenses	$	( i 696)	$	( i 88)
Accrued income	( i 1,693)		( i 1,745)
Lease asset	( i 317,286)		( i 333,965)
Loan payable	( i 250)		( i 89)
Other	( i 1)		( i 138)
Total deferred liabilities	( i 319,926)		( i 336,025)
Net deferred tax assets/(liabilities)	$	i 40,462	$	i —

Our valuation allowances were $ i 1.1 billion and $ i 1.3 billion as of December 31, 2022 and 2021, respectively. The valuation allowances at December 31, 2022 were primarily related to net operating loss carryforwards that, in the judgment of management, are not more likely than not to be realized. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the

Coupang, Inc.

2022 Form 10-K


Table of Contents

Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2022. i Changes in the valuation allowances, mainly due to net operating loss carryforwards, were as follows:

(in thousands)

2022

2021

2020

Beginning balance, January 1

( i 1,284,380)

( i 975,187)

( i 721,809)

Changes to existing valuation allowances

i 103,005

( i 393,430)

( i 118,144)

Derecognition of valuation allowances

i 40,462

i —

Changes in foreign exchange rates, statutory rates and other

i 55,759

i 84,237

( i 135,234)

Ending balance, December 31

( i 1,085,154)

( i 1,284,380)

( i 975,187)

As of December 31, 2022, we have net operating loss carryforwards for corporate income tax purposes of $ i 3.4 billion, substantially all in Korea, which are available to offset future corporate taxable income, if any. i The net operating loss carryforwards in Korea expire as follows:


(in thousands)	Korea


2025	$	i 278,813
2026	i 418,051
2027	i 518,509
2028	i 830,812
2029	i 332,525
2035 - 2037	i 942,168

Total net operating loss carryforwards	$	i 3,320,878

We have corporate tax credit carryforwards of $ i 50.9 million in the US which are available to reduce future corporate regular income taxes and $ i 37.5 million of which expires between 2034 and 2042.

We did i i no / t have any material uncertain tax positions as of December 31, 2022 and 2021.

The open tax years for our major tax jurisdictions are 2018 - 2022 for the United States and 2017 - 2022 for Korea.

8. i Net Loss per Share

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

(in thousands, except per share amounts)

2022

2021

2020

Numerator

Net loss

( i 92,042)

( i 1,542,590)

( i 463,157)

Less: premium on repurchase of redeemable convertible preferred units

i —

( i 92,734)

Net loss attributable to Class A and Class B common stockholders

( i 92,042)

( i 1,542,590)

( i 555,891)

Denominator

Weighted-average shares attributable to Class A and Class B common stockholders, basic and diluted

i i 1,764,598 /

i i 1,423,887 /

i i 29,012 /

Net loss attributable to Class A and Class B common stockholders per share, basic and diluted

( i i 0.05 / )

( i i 1.08 / )

( i i 19.16 / )

During 2020, we repurchased certain preferred units at a premium over the carrying values, which increased net loss attributable to common stockholders. i The following have been excluded from the computation of basic and diluted net loss per share attributable to Class A and Class B common stockholders as their effect would have been anti-dilutive:

(in thousands of equivalent common shares)

2022

2021

2020

Convertible debt

i —

i 178,567

Redeemable convertible preferred units

i —

i 1,329,465

Equity compensation awards

i 24,147

i 46,228

i 79,747

Coupang, Inc.

2022 Form 10-K


Table of Contents

9. i 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. Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.

The following summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis:

(in thousands of US dollars)

Classification

Measurement Level

Financial assets

Cash deposit(1)

Cash and Cash Equivalents

Level 1

i 3,509,334

i 3,487,708

Time deposit

Restricted Cash

Level 1

i 99,730

i 250,839

Money market trust

Restricted Cash

Level 1

i 76,586

i 68,961

Time deposit

Other current assets

Level 1

i 17,754

i —

Time deposit

Long-term restricted cash

Level 1

i 1,624

i 2,839

(1)Cash deposits includes bank deposits, money market trusts and time deposits. The carrying value approximates fair value because maturities are less than three months.

10. i Property and Equipment, net

The following summarizes our property and equipment, net:

(in thousands)

Useful Life

Land

i 295,860

i 140,786

Buildings

i 40 years

i 302,521

i 320,059

Equipment and furniture

i 2 - i 8 years

i 647,699

i 551,304

Leasehold improvements

(1)

i 524,861

i 340,468

Vehicles

i 4 - i 6 years

i 134,449

i 168,585

Software

i 4 years

i 25,768

i 34,582

Construction in progress

i 427,727

i 200,735

Property and equipment, gross

i 2,358,885

i 1,756,519

Less: Accumulated depreciation and amortization

( i 538,940)

( i 408,988)

Property and equipment, net

i 1,819,945

i 1,347,531

(1) Lesser of useful life or remaining lease term

For 2022, 2021, and 2020, depreciation and amortization expense on property and equipment was $ i 229 million, $ i 200 million, and $ i 128 million, respectively.

Property and equipment under construction, which primarily consists of fulfillment centers and deposits for equipment, is recorded as construction in progress until it is ready for its intended use; thereafter, it is transferred to the related class of property and equipment and depreciated over its estimated useful life.

11. i Leases

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

Our finance leases as of December 31, 2022 and 2021 were not material and are included in property and equipment, net, on our consolidated balance sheets.

Coupang, Inc.

2022 Form 10-K


Table of Contents

The components of operating lease cost were as follows:


(in thousands)	2022		2021		2020
Operating lease cost	$	i 410,322	$	i 340,565	$	i 196,936
Variable and short-term lease cost	i 39,179		i 38,089		i 24,157
Total operating lease cost	$	i 449,501	$	i 378,654	$	i 221,093

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


(in thousands)	2022		2021		2020
Cash paid for the amount used to measure the operating lease liabilities	$	i 367,098	$	i 288,099	$	i 156,675
Operating lease assets obtained in exchange for lease obligations	$	i 426,416	$	i 599,170	$	i 613,517
Net increase (decrease) to operating lease ROU assets resulting from remeasurements of lease obligations	$	i 8,122	$	i 109,430	$	( i 7,793)

Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments, and new leases.

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


	December 31, 2022		December 31, 2021
Weighted-average remaining lease term	i 5.7 years		i 5.8 years
Weighted-average discount rate	i 6.76	%	i 6.17	%

As of December 31, 2022, we had entered into operating leases that have not commenced with future minimum lease payments of $ i 308 million, that have not been recognized on our consolidated balance sheets. These leases have non-cancellable lease terms of i 1 to i 10 years.

12. i Short-Term Borrowings and Long-Term Debt

Short-Term Borrowings

Details of carrying amounts of short-term borrowings were as follows:

(in thousands)

Borrowing Limit

Maturity Date

Interest rate (%)

May 2023 - December 2023

i 1.86

–

i 5.38

i 187,733

i 176,458

i 7,887

Less: unamortized discounts

( i 1,055)

( i 76)

Total short-term borrowings

i 175,403

i 7,811

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

In May 2022, we entered into a i one-year revolving credit facility agreement to borrow up to $ i 47 million. This facility was secured by $ i 57 million of time deposits, which are classified as short-term restricted cash. Under this facility agreement, the interest rate will be negotiated and fixed at the time of each drawdown.

In September 2022, we entered into a $ i 87 million i one-year term loan agreement. We pledged $ i 104 million of certain land as collateral. The loan bears interest at a fixed rate of i 4.75%. Principal is to be paid at maturity and interest is paid on a monthly basis.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Long-Term Debt

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

(in thousands)

Incorporated by Reference

Maturity Date

Interest rate (%)

Borrowing Limit

February 2024(1)

(5)

i 1,000,000

i —

November 2024(2)

CD interest rate (91 days) + i 2.30

i 126,253

i —

February 2023 – April 2025(3)

i 2.65

–

i 4.45

i 3,160

i 20,952

October 2023 – March 2027(4)

i 2.87

–

i 5.95

i 811,804

i 667,009

i 605,229

Total principal long-term debt

i 1,941,217

i 670,169

i 626,181

Less: current portion of long-term debt

( i 128,936)

( i 341,717)

Less: unamortized discounts

( i 3,353)

( i 1,274)

Total long-term debt

i 537,880

i 283,190

(1)Relates to our 2021 revolving credit facility as described below.

(2)Relates to our 2022 revolving credit facility as described below

(3)We entered into various loan agreements with fixed interest rates for general operating purposes.

(4)Relates to our term loan facility agreements as described below. At December 31, 2022, we had pledged up to $ i 974 million of land and buildings as collateral against long-term loan facilities.

(5)Borrowings under the 2021 revolving credit facility bear interest, at our 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 i 0.50%, or (C) an adjusted LIBOR for a one-month interest period plus i 1.00% or (ii) an adjusted LIBOR plus a margin equal to i 1.00%.

2022 Revolving Credit Facility

In October 2022, we entered into a i two-year revolving facility agreement with a borrowing limit of $ i 126 million that bears interest at the average of 91-day CD interest rate plus i 2.30%. The revolving facility is secured by $ i 615 million of inventories.

2021 Revolving Credit Facility

In February 2021, we entered into a i three-year senior unsecured credit facility (the “2021 revolving credit facility”) which provides for revolving loans in an aggregate principal amount of up to $ i 1.0 billion. The 2021 revolving credit facility provides us the right to request incremental commitments up to $ i 1.25 billion, subject to customary conditions. As of December 31, 2022, there was i no balance outstanding on the 2021 revolving credit facility.

The 2021 revolving credit facility contains customary affirmative and negative covenants, including certain financial covenants. The 2021 revolving credit facility is guaranteed on a senior unsecured basis by all our material restricted subsidiaries, subject to customary exceptions. Borrowings under the 2021 revolving credit facility are not permitted to the extent any amounts are drawn under our existing revolving credit facility.

The 2021 and 2022 revolving credit facilities both contain financial covenants that require us to maintain certain maximum net leverage ratios and minimum liquidity amounts.

Term Loan Facility Agreements

In March 2022, we entered into a new i five-year loan agreement to borrow $ i 316 million, which was partially used to extinguish the $ i 149 million August 2020 term loan facility which matured in March 2022, and to finance infrastructure of a fulfillment center. We pledged up to $ i 379 million of certain existing land and a building as collateral. The loan bears interest at a fixed rate of i 4.26%.

In December 2021, we entered into a new i two-year loan agreement to borrow up to $ i 142 million to finance the construction of a fulfillment center. We pledged up to $ i 170 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of i 3.87%.

In November 2021, we entered into a new i five-year term loan facility agreement to borrow up to $ i 44 million to finance the construction of a fulfillment center and a new i three-year term loan facility agreement to borrow up to $ i 22 million for general operating purposes. We pledged up to $ i 80 million of certain existing land and buildings. The loans bear interest at a fixed rate of i 3.78% and i 3.68%, respectively.

Coupang, Inc.

2022 Form 10-K


Table of Contents

In October 2021, we entered into a new i two-year loan agreement to borrow up to $ i 130 million to finance the construction of a fulfillment center. We pledged up to $ i 156 million of certain existing land and a building to be constructed as collateral. The loan bears interest at a fixed rate of i 3.45%.

In August 2021, we entered into a new $ i 158 million i three-year term loan agreement. We pledged $ i 189 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of i 3.155%. Principal is to be paid at maturity and interest is paid on a monthly basis.

We were in compliance with the covenants for each of our borrowings and debt agreements as of December 31, 2022 and 2021.

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

Future principal payments for long-term debt as of December 31, 2022 were as follows:


(in thousands)	Long-term debt
2023	$	i 129,883
2024	i 180,046
2025	i 182
2026	i 44,425
2027	i 315,633
Thereafter	i —
Total	$	i 670,169

13. i Commitments and Contingencies

Commitments

The following summarizes our minimum contractual commitments as of December 31, 2022:

(in thousands)

Unconditional purchase obligations (unrecognized)

Long-term debt (including interest)

Operating leases

Total

2023

i 249,769

i 155,028

i 409,631

i 814,428

2024

i 287,554

i 202,571

i 375,354

i 865,479

2025

i 212,285

i 15,317

i 311,751

i 539,353

2026

i 182,836

i 59,420

i 237,649

i 479,905

2027

i 182,438

i 318,949

i 170,947

i 672,334

Thereafter

i 195,357

i —

i 408,628

i 603,985

Total undiscounted payments

i 1,310,239

i 751,285

i 1,913,960

i 3,975,484

Less: lease imputed interest

( i 354,356)

Total lease commitments

i 1,559,604

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 the purchases of technology related services, 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, we may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. We assess 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, we consider other relevant factors that could impact our 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. Our 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, we currently believe that the final outcome of currently pending legal matters will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Choi v. Coupang, Inc. et al

On August 26, 2022, a putative class action was filed on behalf of all purchasers of Coupang Class A common stock pursuant and/or traceable to Coupang’s registration statement issued in connection with the Company’s initial public offering. The action was brought against Coupang, Inc., and certain of its former and current directors, current officers, and certain underwriters of the offering. The action was filed in the United States District Court for the Southern District of New York alleging inaccurate and misleading or omitted statements of material fact in Coupang's Registration Statement in violation of Sections 11 and 15 of the Securities Act of 1933. To date, the Court has not named a lead plaintiff and the specific claims may be amended. The action seeks unspecified compensatory damages, attorneys’ fees, and reasonable costs and expenses. We believe that the action is without merit and intend to vigorously defend against it. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time. Accordingly, we can provide no assurance as to the scope and outcome of this matter and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected.

Korean Fair Trade Commission Investigations

On June 28, 2021, the Korean Fair Trade Commission (“KFTC”) initiated an investigation into a potential violation of the Monopoly Regulation and Fair Trade Act (the “Fair Trade Act”), including alleged preferential treatments of private labelled products provided by our subsidiary, Coupang Private Label Business (“CPLB”). The KFTC is also investigating the Company on other matters related to the alleged violations of the KFTC regulations. We are diligently cooperating with these investigations, and actively defending our practices as appropriate.

Under Korean law, the issues addressed in the investigations can be resolved through civil, administrative, or criminal proceedings. The ultimate case resolution could include fines, orders to alter our processes or procedures, and criminal investigations or charges against individuals or the Company. We cannot reasonably estimate any penalties, loss or range of loss that may arise from the various KFTC Investigations. Accordingly, we can provide no assurance as to the scope and outcome of these matters and no assurance as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected.

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

Prior to the Corporate Conversion, our Limited Liability Company Agreement (“LLC Agreement”), as amended and restated on April 11, 2019, authorized the issuance of i 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 i 264,166,544 common units.

Pursuant to the Corporate Conversion and IPO:

• i 1,196,605,432 preferred units and i 85,579,584 common units (which include i 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 i 75,862 common units, and excluding any such preferred units and common units held by Mr. Bom Kim; and

• i 132,859,550 preferred units held by Mr. Kim and i 43,143,440 common units held by Mr. Kim, in each case, converted into an equal number of shares of Class B common stock. Also, the owner of our Class B common stock converted i i 1,200,000 / shares of Class B common stock into Class A common stock, which were sold in the IPO.

Our certificate of incorporation provides for two classes of common stock, and authorizes shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. Our authorized capital stock consists of i 10,000,000,000 shares of Class A common stock, par value $ i 0.0001 per share; i 250,000,000 shares of Class B common stock, par value $ i 0.0001 per share; and i 2,000,000,000 shares of undesignated preferred stock, par value $ i 0.0001 per share. i i i i No / / / preferred stock was issued and outstanding as of December 31, 2022 and 2021.

The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to i one vote. Each share of Class B common stock is entitled to i twenty-nine votes. In addition, each share of our Class B common stock will convert automatically into i one share of our Class A common stock upon any transfer, whether or not for value, except certain transfers to entities, to the extent the transferor retains sole dispositive power and exclusive voting control with respect to the shares of Class B common stock.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (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 our defined severance benefits. As of December 31, 2022 and 2021, the ending balance in accumulated other comprehensive income (loss) related to foreign currency translation adjustments was $ i 45 million and $ i 36 million, respectively, and the amount related to actuarial losses on defined severance benefits was $( i 43) million and $( i 84) million, respectively.

15. i Convertible Notes and Derivative Instrument

We previously issued convertible notes, the majority of which were purchased by existing unitholders of our preferred units. In connection with our IPO in March 2021, the principal balance and the accrued interest on the convertible notes were automatically converted into i 171,750,446 shares of our Class A common stock.

We recorded interest expense from our convertible notes for 2021 and 2020 of $ i 20 million and $ i 91 million, respectively.

Following the convertible notes conversion to shares of Class A common stock, the embedded derivatives no longer exist. The change in fair value of the derivative instrument resulted in a gain of $ i 150 million for 2020, which was recognized in the consolidated statements of operations within “Other (expense) income, net.”

Coupang, Inc.

2022 Form 10-K


Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 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 have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting using criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022 based on the criteria in Internal Control – Integrated Framework (2013).

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Samil PricewaterhouseCoopers, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Reported Material Weakness

As previously disclosed in Part II—Item 9A "Controls and Procedures" in our Annual Report on Form 10-K for the year ended December 31, 2021, we 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 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.

Management implemented certain remediation measures in 2021 and 2022. We have enhanced processes and controls to address these material weaknesses, developed formal policies, added qualified and experienced accounting resources and implemented additional training of existing resources. During the quarter ended December 31, 2022, we completed our testing and evaluation of our internal control over financial reporting and determined that as of December 31, 2022, our internal control over financial reporting was designed and operating effectively for a sufficient period for management to conclude that the material weaknesses have been remediated.

Changes in Internal Control over Financial Reporting

Other than the actions described above 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 December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Limitations on Effectiveness of Controls and Procedures

Our management, including our CEO and CFO, does 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 assurance that the objectives of the control system are met. 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.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Coupang, Inc.

2022 Form 10-K


Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item, including information about our Directors, Executive Officers and Audit Committee and Code of Business Conduct and Ethics, is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2022. To the extent permissible under applicable rules, we intend to disclose amendments to our Code of Business Conduct and Ethics, as well as waivers of the provisions thereof granted to executive officers and directors, on our investor relations website under the heading “Corporate Governance” at www.ir.aboutcoupang.com.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2022.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Our independent registered public accounting firm is i Samil PricewaterhouseCoopers, i Seoul, Republic of Korea (PCAOB ID: i 1103).

Coupang, Inc.

2022 Form 10-K


Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules

a) Documents filed as part of this report:

1) Financial Statements (Item 8);

2) Financial Statement Schedules. Financial Statement Schedules of the Company, as required for 2022, 2021, and 2020, consist of Schedule I - Condensed Financial Information of Coupang, Inc. Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.

Exhibit Number

Description of Exhibit

Provided Herewith

Form

File No.

Exhibit

Filing Date

3.1

Certificate of Incorporation of the Registrant.

10-Q

Bylaws of the Registrant.

3.1

November 12, 2021

3.2

10-Q

Sixth Amended and Restated Registration Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 21, 2018.

3.2

November 12, 2021

4.1

S-1

4.1

Description of Securities.

4.2

10-K

4.2

English Translation of Lease Agreement, dated September 13, 2016, by and among Hana Bank, Hyundai Investments Asset Management Co., Ltd. and Coupang Corp.

10.1

S-1

10.1

English Translation of First Amendment to Lease Agreement, by and among Hana Bank, Hyundai Investments Asset Management Co., Ltd., and Coupang Corp.

10.2

S-1

10.1

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

10.3

S-1

10.1

Coupang, LLC Third Amended and Restated 2011 Equity Incentive Plan, as amended, and related form agreements.

10.4+

S-8

333-254117

99.1

March 11, 2021

10.5+

Coupang, Inc. 2021 Equity Incentive Plan.

10.6+

Amended Executive Severance Policy.

10-Q

Employment Agreement, by and between the Registrant and Bom Kim.

10.1

August 16, 2021

10.6+

10-Q

10.6

Employment Agreement, by and between the Registrant and Gaurav Anand.

10.7+

10-Q

10.7

Employment Agreement, by and between the Registrant and Hanseung Kang.

10.8+

10-Q

10.8

Consulting Agreement between Coupang, Inc. and Thuan Pham dated July 29, 2022.

10.9+

10-Q

Employment Agreement, by and between the Registrant and Harold Rogers.

10.1

November 10, 2022

10.10+

10-Q

10.11

Revolving Credit and Guaranty Agreement, dated as of February 27, 2021, among Coupang, Inc. as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

10.11

10-Q

10.12

First Amendment to Revolving Credit and Guaranty Agreement, dated as of August 3, 2021, among the Registrant, as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Coupang, Inc.

2022 Form 10-K


Table of Contents

10.12

10-K

10.12

Second Amendment to Revolving Credit and Guaranty Agreement, dated as of December 2, 2021, among the Registrant, as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

10.13

10-K

10.13

Third Amendment to Revolving Credit and Guaranty Agreement, dated as of March 1, 2022, among the Registrant, as Borrower, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

10.14

10-K

10.15

Form of Non-Employee Director Compensation Policy.

10.15+

10-K

10.14

Form of Annual RSU Award Notice & Agreement for Non-Employee Directors.

10.16+

10-Q

Form of RSU Award Notice & Agreement for Executives.

10.1

August 11, 2022

10.17+

10-Q

Form of PSU Award Notice & Agreement for Executives.

10.2

May 12, 2022

10.18+

10-Q

List of Significant Subsidiaries of the Registrant.

10.3

May 12, 2022

21.1

23.1

Consent of Samil PricewaterhouseCoopers, independent registered public accounting firm.

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.

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.

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.

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.

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.

Coupang, Inc.

2022 Form 10-K


Table of Contents

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
*			The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Coupang, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

Schedule I - Condensed Financial Information of Parent (COUPANG, INC.)

Condensed Statements of Operations and Comprehensive Loss

(in thousands)

2022

2021

2020

Management service fee revenues

i 17,248

i 17,003

i —

Operating cost and expenses

( i 323,603)

( i 349,439)

( i 52,067)

Interest expense

( i 1,775)

( i 21,580)

( i 91,035)

Other income, net

i 27,003

i 2,575

i 149,835

(Loss) income before equity in earnings (losses) of subsidiaries

( i 281,127)

( i 351,441)

i 6,733

Equity in earnings (losses) of subsidiaries

i 189,085

( i 1,191,149)

( i 469,890)

Net loss

( i 92,042)

( i 1,542,590)

( i 463,157)

Less: premium on repurchase of redeemable convertible preferred units

i —

( i 92,734)

Net loss attributable to Class A and Class B common stockholders

( i 92,042)

( i 1,542,590)

( i 555,891)

Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax

i 8,741

i 40,844

( i 20,730)

Actuarial gain (loss) on defined severance benefits, net of tax

i 41,217

( i 57,490)

( i 18,005)

Total other comprehensive income (loss)

i 49,958

( i 16,646)

( i 38,735)

Comprehensive loss

( i 42,084)

( i 1,559,236)

( i 501,892)

See accompanying notes to condensed financial statements.

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

Schedule I - Condensed Financial Information of Parent (COUPANG, INC.)

Condensed Balance Sheets


(in thousands)	December 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	i 1,594,566	$	i 2,358,035
Restricted cash	i 57,000		i —
Other current assets	i 10,815		i 46,386
Total current assets	i 1,662,381		i 2,404,421

Other long-term assets	i 766		i 1,426
Investment in subsidiaries	i 762,428		( i 145,577)
Total assets	$	i 2,425,575	$	i 2,260,270

Liabilities and stockholders' equity


Other current liabilities	$	i 11,662	$	i 84,313
Total current liabilities	i 11,662		i 84,313



Total liabilities	i 11,662		i 84,313

Stockholders' equity

Class A and Class B common stock	i 177		i 175
Additional paid-in capital	i 8,154,076		i 7,874,038
Accumulated other comprehensive income (loss)	i 2,219		( i 47,739)
Accumulated deficit	( i 5,742,559)		( i 5,650,517)
Total stockholders' equity	i 2,413,913		i 2,175,957
Total liabilities and stockholders' equity	$	i 2,425,575	$	i 2,260,270

See accompanying notes to condensed financial statements.

Coupang, Inc.

2022 Form 10-K


Table of Contents

COUPANG, INC.

Schedule I - Condensed Financial Information of Parent (COUPANG, INC.)

Condensed Statements of Cash Flows

(in thousands)

2022

2021

2020

Operating activities

Net cash used in operating activities

( i 79,277)

( i 57,783)

( i 7,587)

Investing activities

Capital contribution to subsidiaries

( i 725,400)

( i 1,273,629)

( i 184,490)

Return of capital contribution from subsidiaries

i 80,434

i 202,834

i 253,921

Net cash (used in) provided by investing activities

( i 644,966)

( i 1,070,795)

i 69,431

Financing activities

Repurchase of common units and preferred units

i —

( i 97,043)

Proceeds from issuance of common units and preferred units, net of issuance costs

i —

i 3,431,277

i 28,613

Deferred offering costs paid

i —

( i 11,618)

i —

Proceeds from issuance of common stock/units, equity-based compensation plan

i 17,774

i 62,281

i —

Other, net

i —

( i 1,663)

i —

Net cash provided by (used in) financing activities

i 17,774

i 3,480,277

( i 68,430)

Cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

( i 706,469)

i 2,351,699

( i 6,586)

Cash and cash equivalents as of beginning of the period

i 2,358,035

i 6,336

i 12,922

Cash and cash equivalents as of end of the period

i 1,651,566

i 2,358,035

i 6,336

See accompanying notes to condensed financial statements.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Coupang, Inc.

Schedule I - Condensed Financial Information of Parent (Coupang, Inc.)

Notes to Condensed Financial Statements

1.Basis of Presentation

These condensed Parent company-only financial statements have been derived from its consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto of Coupang, Inc. and subsidiaries included in Part II, Item 8 of this Form 10-K. The Parent’s significant accounting policies are consistent with those described in Note 1 — "Description of Business and Summary of Significant Accounting Policies" in Part II, Item 8, except that all subsidiaries are accounted for as equity method investments.

Certain subsidiaries in Korea hold various licenses and/or are regulated by governmental requirements. As a result, the ability of these subsidiaries to pay dividends or loan money to our Parent company is restricted due to terms which require the subsidiaries to meet certain financial covenants, including maintaining a positive net equity balance; having a minimum percentage of its total assets in low-risk, cash-like assets; and maintaining a minimum current asset to current liability ratio. In addition, the Parent has certain regulatory restrictions that only allow dividend payments to be made while maintaining a positive net equity balance or if dividends are paid out of the current years' income, if any.

2. i Debt

The Parent has a three-year $ i 1.0 billion unsecured credit facility (the “2021 revolving credit facility”) as further described in Note 12 — "Short-Term Borrowings and Long-Term Debt". As of December 31, 2022, there was i no balance outstanding on the 2021 revolving credit facility.

Coupang, Inc.

2022 Form 10-K


Table of Contents

Item 16. Form 10-K Summary

None.

Coupang, Inc.

2022 Form 10-K


Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By:			/s/ *Bom Kim*
			Bom Kim
			Chief Executive Officer and Chairman of the Board

Dated: March 1, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Bom Kim

Chief Executive Officer and Chairman of the Board

Bom Kim

(Principal Executive Officer)

/s/ Gaurav Anand

Chief Financial Officer

Gaurav Anand

(Principal Financial Officer)

/s/ Jonathan Lee

Chief Accounting Officer

Jonathan Lee

(Principal Accounting Officer)

/s/ Neil Mehta

Director

Neil Mehta

/s/ Jason Child

Director

Jason Child

/s/ Pedro Franceschi

Director

Pedro Franceschi

/s/ Benjamin Sun

Director

Benjamin Sun

/s/ Kevin Warsh

Director

Kevin Warsh

/s/ Harry You

Director