cpng-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: June 30, 2023

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

For the transition period from _____ to _____

Commission File No. 001-40115

COUPANG, INC.

(Exact name of Registrant as specified in its charter)

Delaware

27-2810505

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

720 Olive Way, Suite 600

Seattle, Washington 98101

(206) 333-3839

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

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

Class A Common Stock, par value $0.0001 per share

CPNG

New York Stock Exchange

(Title of Each Class)

(Trading Symbol)

(Name of Each Exchange on Which Registered)

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Small reporting company

☐

Emerging growth company

☐

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

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

As of August 3, 2023, there were 1,608,940,757 shares of the registrant’s Class A common stock and 174,802,990 shares of the registrant’s Class B common stock, each with a par value of $0.0001 per share, outstanding.

COUPANG, INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2023

TABLE OF CONTENTS


	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Stockholders' Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
	Note 1. Basis of Presentation and Summary of Significant Accounting Policies	9
	Note 2. Net Revenues	9
	Note 3. Segment Reporting	9
	Note 4. Equity-based Compensation Plans	10
	Note 5. Defined Severance Benefits	11
	Note 6. Income Taxes	11
	Note 7. Net Income (Loss) per Share	11
	Note 8. Fair Value Measurement	12
	Note 9. Supplemental Financial Information	12
	Note 10. Short-term Borrowings and Long-term Debt	13
	Note 11. Contingencies	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
	Signatures	29

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•our expectations regarding our future operating and financial performance including our ability to achieve, maintain and increase long-term future profitability;

•our ability to successfully execute our business and growth strategy;

•the continued growth of the retail market and the increased acceptance of online transactions by potential customers;

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

•our ability to compete in our industry;

•our ability to maintain and improve our market position;

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

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

•our anticipated investments in new products and offerings, and the effect of these investments on our results of operations;

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

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

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

•our ability to maintain adequate cybersecurity with respect to our systems;

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

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

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

•our ability to implement, maintain, and improve our internal control over financial reporting;

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

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

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

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

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

•the other factors set forth in Part 1, Item 1A, under the caption “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”)

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

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part 1, Item1A, under the caption “Risk Factors,” of our 2022 Form 10-K and elsewhere in this Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to

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indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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

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

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Part I. Financial Information

Item 1. Financial Statements (Unaudited)

COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2023		2022		2023		2022
Net retail sales	$	5,140,346	$	4,481,165	$	10,345,146	$	9,037,272
Net other revenue	697,543		556,656		1,293,273		1,117,235
Total net revenues	5,837,889		5,037,821		11,638,419		10,154,507

Cost of sales	4,314,101		3,884,028		8,694,704		7,957,308
Operating, general and administrative	1,376,146		1,220,936		2,689,298		2,470,047
Total operating cost and expenses	5,690,247		5,104,964		11,384,002		10,427,355

Operating income (loss)	147,642		(67,143)		254,417		(272,848)

Interest income	41,630		7,364		73,491		10,898
Interest expense	(12,813)		(6,143)		(21,091)		(13,511)
Other expense, net	(5,241)		(9,229)		(11,780)		(8,739)
Income (loss) before income taxes	171,218		(75,151)		295,037		(284,200)

Income tax expense	26,026		340		58,990		585

Net income (loss)	$	145,192	$	(75,491)	$	236,047	$	(284,785)

Net income (loss) attributable to Class A and Class B common stockholders per share:
Basic and diluted	$	0.08	$	(0.04)	$	0.13	$	(0.16)
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	1,779,508		1,763,264		1,777,188		1,760,019
Diluted	1,800,102		1,763,264		1,797,293		1,760,019

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

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COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net income (loss)	$	145,192	$	(75,491)	$	236,047	$	(284,785)

Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax	(8,692)		(4,970)		(27,680)		(1,959)
Actuarial (loss) gain on defined severance benefits, net of tax	(9,684)		34,196		(8,828)		38,007
Total other comprehensive (loss) income	(18,376)		29,226		(36,508)		36,048
Comprehensive income (loss)	$	126,816	$	(46,265)	$	199,539	$	(248,737)

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

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COUPANG, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


(in thousands, except par value)	June 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	4,473,193	$	3,509,334
Restricted cash	268,975		176,316
Accounts receivable, net	138,855		184,463
Inventories	1,565,373		1,656,851
Prepaids and other current assets	270,382		303,166
Total current assets	6,716,778		5,830,130

Long-term restricted cash	1,523		1,624
Property and equipment, net	2,119,340		1,819,945
Operating lease right-of-use assets	1,427,407		1,405,248
Long-term lease deposits and other	421,965		455,956
Total assets	$	10,687,013	$	9,512,903

Liabilities and stockholders' equity
Accounts payable	$	4,077,023	$	3,622,332
Accrued expenses	271,950		298,869
Deferred revenue	93,255		92,361
Short-term borrowings	232,248		175,403
Current portion of long-term debt	185,753		128,936
Current portion of long-term operating lease obligations	331,505		325,924
Other current liabilities	451,586		418,681
Total current liabilities	5,643,320		5,062,506

Long-term debt	718,681		537,880
Long-term operating lease obligations	1,255,344		1,233,680
Defined severance benefits and other	294,191		264,924
Total liabilities	7,911,536		7,098,990

Contingencies (Note 11)
Stockholders' equity
Class A common stock, $0.0001 par value, 10,000,000 shares authorized, 1,606,466 and 1,597,804 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; Class B common stock, $0.0001 par value, 250,000 shares authorized, 174,803 shares issued and outstanding as of June 30, 2023 and December 31, 2022	178		177
Additional paid-in capital	8,316,100		8,154,076
Accumulated other comprehensive (loss) income	(34,289)		2,219
Accumulated deficit	(5,506,512)		(5,742,559)
Total stockholders' equity	2,775,477		2,413,913
Total liabilities and stockholders' equity	$	10,687,013	$	9,512,903

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

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Q2 2023 Form 10-Q


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COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Total stockholders' equity, as of beginning of period	$	2,560,030	$	2,037,261	$	2,413,913	$	2,175,957

Class A and Class B common stock
Balance at beginning of period	178		176		177		175
Issuance of common stock upon exercise of stock options	—		1		—		2
Issuance of common stock upon settlement of restricted stock units	—		—		1		—
Balance at end of period	178		177		178		177

Additional paid-in capital
Balance at beginning of period	8,227,469		7,937,813		8,154,076		7,874,038
Issuance of common stock upon exercise of stock options	2,227		4,183		5,721		12,365
Equity-based compensation	86,404		72,916		156,303		128,509
Balance at end of period	8,316,100		8,014,912		8,316,100		8,014,912

Accumulated other comprehensive income (loss)
Balance at beginning of period	(15,913)		(40,917)		2,219		(47,739)
Foreign currency translation adjustments, net of tax	(8,692)		(4,970)		(27,680)		(1,959)
Actuarial (loss) gain on defined severance benefits, net of tax	(9,684)		34,196		(8,828)		38,007
Balance at end of period	(34,289)		(11,691)		(34,289)		(11,691)

Accumulated deficit
Balance at beginning of period	(5,651,704)		(5,859,811)		(5,742,559)		(5,650,517)
Net income (loss)	145,192		(75,491)		236,047		(284,785)
Balance at end of period	(5,506,512)		(5,935,302)		(5,506,512)		(5,935,302)

Total stockholders' equity, as of end of period	$	2,775,477	$	2,068,096	$	2,775,477	$	2,068,096

Class A and Class B common stock
Shares at beginning of period	1,777,291		1,761,058		1,772,607		1,754,203
Issuance of common stock upon exercise of stock options	1,009		2,031		2,597		6,178
Issuance of common stock upon settlement of restricted stock units	2,969		2,028		6,065		4,736
Shares at end of period	1,781,269		1,765,117		1,781,269		1,765,117

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

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COUPANG, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Six Months Ended June 30,
(in thousands)	2023		2022
Operating activities
Net income (loss)	$	236,047	$	(284,785)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	130,423		119,639
Provision for severance benefits	76,102		87,436
Equity-based compensation	156,303		128,509
Non-cash operating lease expense	163,329		155,686
Other	85,131		63,621
Change in operating assets and liabilities:
Accounts receivable, net	41,198		(37,342)
Inventories	18,226		(185,091)
Other assets	7,594		(147,058)
Accounts payable	578,763		190,578
Accrued expenses	(27,933)		(37,665)
Other liabilities	(144,129)		(126,729)
Net cash provided by (used in) operating activities	1,321,054		(73,201)

Investing activities
Purchases of property and equipment	(471,623)		(419,674)
Proceeds from sale of property and equipment	7,213		7,810
Other investing activities	(47,710)		(17,834)
Net cash used in investing activities	(512,120)		(429,698)

Financing activities
Proceeds from issuance of common stock, equity-based compensation plan	5,722		12,367
Proceeds from short-term borrowings and long-term debt	319,422		403,436
Repayment of short-term borrowings and long-term debt	(37,150)		(333,097)
Net short-term borrowings and other financing activities	40,686		(2,038)
Net cash provided by financing activities	328,680		80,668
Effect of exchange rate changes on cash and cash equivalents, and restricted cash	(81,197)		(115,962)
Net increase (decrease) in cash and cash equivalents, and restricted cash	1,056,417		(538,193)
Cash and cash equivalents, and restricted cash, as of beginning of period	3,687,274		3,810,347
Cash and cash equivalents, and restricted cash, as of end of period	$	4,743,691	$	3,272,154

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

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COUPANG, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Coupang, Inc. (“Coupang”) together with its wholly-owned subsidiaries (collectively, “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the condensed 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.

The unaudited interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in our 2022 Form 10-K.

Recent Accounting Pronouncements Adopted

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, “Supplier Finance Programs (Subtopic 405-50) - Disclosure of Supplier Finance Program Obligations.” The standard requires 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. The adoption of the ASU in the first quarter resulted in incremental disclosures in our condensed consolidated financial statements.

2. Net Revenues

Details of total net revenues were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net retail sales	$	5,140,346	$	4,481,165	$	10,345,146	$	9,037,272
Third-party merchant services	562,757		475,553		1,023,732		966,900
Other revenue	134,786		81,103		269,541		150,335
Total net revenues	$	5,837,889	$	5,037,821	$	11,638,419	$	10,154,507

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, logistics and fulfillment fees earned from merchants that sell their products through our online business, and delivery fees from restaurants. 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 condensed consolidated balance sheets. We recognized revenue of $90 million and $84 million for the six months ended June 30, 2023 and 2022, 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. Segment Reporting

We own and operate a retail business that primarily serves the Korean retail market. The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. We have 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.

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Commerce are derived primarily from online product sales of owned inventory to customers in Korea, commissions, and logistics and fulfillment fees earned from merchants that sell products through our mobile application and website, and from Rocket WOW membership.

Developing Offerings primarily includes more nascent offerings and services, including Coupang Eats, our restaurant ordering and delivery service, Coupang Play, our online content streaming service, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings. Revenues from Developing Offerings are primarily generated from online restaurant ordering and delivery services provided on our mobile applications and websites.

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

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Net revenues
Product Commerce	$	5,681,590	$	4,877,531	$	11,339,939	$	9,813,584
Developing Offerings	156,299		160,290		298,480		340,923
Total net revenues	$	5,837,889	$	5,037,821	$	11,638,419	$	10,154,507
Segment adjusted EBITDA
Product Commerce	$	407,597	$	97,840	$	695,967	$	100,717
Developing Offerings	(107,373)		(31,668)		(154,824)		(125,417)
Total segment adjusted EBITDA	$	300,224	$	66,172	$	541,143	$	(24,700)
Reconciling items:
Depreciation and amortization	$	(66,178)	$	(60,399)	$	(130,423)	$	(119,639)
Equity-based compensation	(86,404)		(72,916)		(156,303)		(128,509)
Interest expense	(12,813)		(6,143)		(21,091)		(13,511)
Interest income	41,630		7,364		73,491		10,898
Other expense, net	(5,241)		(9,229)		(11,780)		(8,739)
Income (loss) before income taxes	$	171,218	$	(75,151)	$	295,037	$	(284,200)

4. Equity-based Compensation Plans

Restricted Stock Units (“RSU”s)

RSU activity for the six months ended June 30, 2023 is as follows:


	Outstanding RSUs
(in thousands, except unit price)	Number of RSUs	Weighted Average Grant- Date Fair Value
December 31, 2022	35,178	$	19.29
Granted	19,682	$	15.97
Vested	(6,065)	$	21.11
Forfeited / cancelled	(2,040)	$	20.97
June 30, 2023	46,755	$	17.58

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Equity-based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Cost of sales	$	3,357	$	3,887	$	6,915	$	7,872
Operating, general and administrative	83,047		69,029		149,388		120,637
Total	$	86,404	$	72,916	$	156,303	$	128,509

5. Defined Severance Benefits

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Current service costs	$	33,304	$	37,689	$	67,752	$	76,656
Interest cost	3,286		1,627		6,673		3,331
Amortization of:
Prior service credit	816		866		1,656		1,772
Net actuarial loss	5		2,772		21		5,677
Net periodic benefit cost	$	37,411	$	42,954	$	76,102	$	87,436

6. Income Taxes

Our tax provision, or benefit, from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. No income tax benefit was accrued for jurisdictions where we anticipate incurring a loss during the full fiscal year as the related deferred tax assets were fully offset by a valuation allowance. Our resulting effective tax rate differs from the applicable statutory rate, primarily due to the valuation allowance against its deferred tax assets, tax credits, the inclusion of the global intangible low-taxed income (GILTI) provisions and other permanent differences.

Given our current income and anticipated future income, we believe that there is a reasonable possibility that sufficient positive evidence may become available in future periods to allow us to reach a conclusion that the valuation allowances will no longer be needed, which would result in the recognition of material deferred tax assets and a corresponding decrease to income tax expense. The exact timing and amount of any valuation allowances being released are subject to change on the basis of the level of sustained income that we are able to achieve, foreign currency fluctuations, and macroeconomic conditions, among various other factors.

7. Net Income (Loss) per Share

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

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

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


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share amounts)	2023		2022		2023		2022
Numerator:
Net income (loss)	$	145,192	$	(75,491)	$	236,047	$	(284,785)

Denominator:
Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders:
Basic	1,779,508		1,763,264		1,777,188		1,760,019
Dilutive effect of equity compensation awards	20,594		—		20,105		—
Diluted	1,800,102		1,763,264		1,797,293		1,760,019

Net income (loss) attributable to Class A and Class B common stockholders per share:
Basic	$	0.08	$	(0.04)	$	0.13	$	(0.16)
Diluted	$	0.08	$	(0.04)	$	0.13	$	(0.16)

Anti-dilutive shares (rounded)	4,000		21,000		5,000		25,000

8. Fair Value Measurement

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

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


(in thousands)	Classification	Measurement Level	June 30, 2023		December 31, 2022
Financial assets
Cash deposits(1)	Cash and cash equivalents	Level 1	$	4,473,193	$	3,509,334
Cash and time deposits	Restricted cash	Level 1	$	190,434	$	99,730
Money market trust	Restricted cash	Level 1	$	78,541	$	76,586
Time deposits	Other current assets	Level 1	$	74,269	$	17,754
Cash and time deposits	Long-term restricted cash	Level 1	$	1,523	$	1,624

(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.

9. Supplemental Financial Information

Supplemental Disclosure of Cash-flow Information


	Six Months Ended June 30,
(in thousands)	2023		2022
Supplemental disclosure of cash-flow information
Cash paid for income taxes, net of refunds	$	39,329	$	1,341
Cash paid for interest	$	12,735	$	11,459
Cash paid for the amount used to measure the operating lease liabilities	$	210,827	$	177,322
Operating lease assets obtained in exchange for lease obligations	$	166,029	$	291,370
Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations	$	64,574	$	32,334
Non-cash investing and financing activities
Increase (decrease) in property and equipment-related accounts payable	$	4,675	$	(54,975)

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

Supplier Financing Arrangements

We have agreements with third-party financial institutions to facilitate participating vendors’ and suppliers’ ability to settle payment obligations from us to designated third-party financial institutions. Participating vendors and suppliers may, at their sole discretion, settle obligations prior to their scheduled due dates at a discounted price to the participating financial institutions. The invoices that have been confirmed as valid under the program require payment, in full, based on the original standard invoice terms. Confirmed invoices owed to financial institutions under these programs are included within accounts payable and were $403 million and $337 million as of June 30, 2023 and December 31, 2022, respectively. Coupang or the financial institutions may terminate the agreement upon given notice.

Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income 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 June 30, 2023 and December 31, 2022, the ending balance in accumulated other comprehensive (loss) income related to foreign currency translation adjustments was $18 million and $45 million, respectively, and the amount related to actuarial losses on defined severance benefits was $(52) million and $(43) million, respectively.

10. Short-term Borrowings and Long-term Debt

Our short-term borrowings generally include lines of credit and term loan facilities with financial institutions to be utilized for general operating purposes.

In April 2023, we entered into a new one-year $61 million credit loan facility for general operating purposes. The loan bears interest at the average of 91-day CD interest rate plus 4.40%.

Our long-term debt generally includes revolving credit facilities and various loan agreements for general operating purposes, and term loan facilities. As of June 30, 2023 and December 31, 2022, there were $904 million and $667 million, respectively, of loans outstanding under these agreements, net of unamortized discounts.

In April 2023, we entered into a new three-year $175 million term loan facility agreement to finance the purchase of a fulfillment center and land. We pledged up to $209 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 6.76%.

Our 2021 revolving credit facility was amended in accordance with the agreement to provide for the replacement of the London Inter-bank offered rate (“LIBOR”) with an alternative benchmark rate. Effective July 1, 2023, the facility replaced the LIBOR rate with the Secured Overnight Funding Rate (“SOFR”). Borrowings under the 2021 revolving credit facility will 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 0.50%, or (C) an adjusted Term SOFR rate for a one-month interest period plus 1.00% or (ii) an adjusted Term SOFR plus a margin equal to 1.00%. No borrowings have been made under the facility.

Our debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rate for similar types of borrowing arrangements. The carrying amount of debt approximates its fair value as of June 30, 2023 and December 31, 2022 due primarily to the interest rates approximating market interest rates.

We were in compliance with the covenants for each of our borrowings and debt agreements as of June 30, 2023.

11. Contingencies

Legal Matters

From time to time, we may become party to claims, investigations, proceedings, and other litigation, 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 these matters 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. 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.

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

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 our 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, 12 and 15 of the Securities Act of 1933. The action was amended on May 22, 2023, and added allegations of securities fraud under Sections 10 and 20 of the Securities Exchange Act of 1934. The action seeks unspecified compensatory damages, attorneys’ fees, and reasonable costs and expenses. We believe 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 us 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 us. 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.

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Form 10-Q, as well as our audited consolidated financial statements included in our 2022 Form 10-K. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Form 10-Q. As a result of many factors, including, without limitation, those factors set forth in the “Risk Factors” section of our 2022 Form 10-K and the “Risk Factors” section of subsequent Quarterly Reports on Form 10-Q, our actual results or timing of certain events could differ materially from the results or timing described in, or implied by, these forward-looking statements.

Overview

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

Our segments reflect the way we evaluate our business performance and manage operations. See Note 3 — "Segment Reporting" to the condensed consolidated financial statements included elsewhere in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

Key Financial and Operating Highlights:


(in thousands)	Three Months Ended June 30,						% Change		Six Months Ended June 30,						% Change
	2023			2022					2023			2022
Total net revenues	$	5,837,889		$	5,037,821		16	%	$	11,638,419		$	10,154,507		15	%
Total net revenues, constant currency(1)	$	6,083,419		$	5,667,005		21	%	$	12,223,956		$	11,201,183		20	%
Gross profit(2)	$	1,523,788		$	1,153,793		32	%	$	2,943,715		$	2,197,199		34	%
Net income (loss)	$	145,192		$	(75,491)		NM(3)		$	236,047		$	(284,785)		NM(3)
Net income (loss) margin	2.5		%	(1.5)		%			2.0		%	(2.8)		%
Adjusted EBITDA(1)	$	300,224		$	66,172		NM(3)		$	541,143		$	(24,700)		NM(3)
Adjusted EBITDA margin(1)	5.1		%	1.3		%			4.6		%	(0.2)		%
Net cash provided by (used in) operating activities	$	819,751		$	(18,262)		NM(3)		$	1,321,054		$	(73,201)		NM(3)
Free cash flow(1)	$	449,898		$	(195,465)		NM(3)		$	856,644		$	(485,065)		NM(3)
Segment adjusted EBITDA:
Product Commerce	$	407,597		$	97,840		NM(3)		$	695,967		$	100,717		NM(3)
Developing Offerings	$	(107,373)		$	(31,668)		239	%	$	(154,824)		$	(125,417)		23	%

















	Trailing Twelve Months Ended June 30,				% Change
(in thousands)	2023		2022
Net cash provided by (used in) operating activities	$	1,959,694	$	(331,313)	NM(3)
Free cash flow(1)	$	1,096,068	$	(1,099,605)	NM(3)

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

(2)Gross profit is calculated as total net revenues minus cost of sales.

(3)Non-meaningful

Key Business Metrics and Non-GAAP Financial Measures

Key Business Metrics


	Three Months Ended
(in thousands, except net revenues per Active Customer)	June 30, 2023		March 31, 2023		December 31, 2022		September 30, 2022		June 30, 2022
Active Customers	19,713		19,010		18,115		17,992		17,885
Total net revenues per Active Customer	$	296	$	305	$	294	$	284	$	282

Active Customers

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

Net Revenues per Active Customer

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

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

Non-GAAP Financial Measures and Reconciliations

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

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


Non-GAAP Measure	Definition	How We Use The Measure
Free Cash Flow	• Cash flow from operations Less: purchases of property and equipment, Plus: proceeds from sale of property and equipment.	• Provides information to management and investors about the amount of cash generated from our ongoing operations that, after purchases and sales of property and equipment, can be used for strategic initiatives, including investing in our business and strengthening our balance sheet, including paying down debt, and paying dividends to stockholders.
Adjusted EBITDA	• Net income (loss), excluding the effects of: - depreciation and amortization, - interest expense, - interest income, - other income (expense), net, - income tax expense (benefit), - equity-based compensation, - impairments, and - other items not reflective of our ongoing operations.	• Provides information to management to evaluate and assess our performance and allocate internal resources. • We believe Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by investors and other interested parties in evaluating companies in the retail industry for period-to-period comparisons as they remove the impact of certain items that are not representative of our ongoing business, such as material non-cash items and certain variable charges.
Adjusted EBITDA Margin	• Adjusted EBITDA as a percentage of total net revenues.
Constant Currency Revenue	• Constant currency information compares results between periods as if exchange rates had remained constant. • We define constant currency revenue as total revenue excluding the effect of foreign exchange rate movements, and use it to determine the constant currency revenue growth on a comparative basis. • Constant currency revenue is calculated by translating current period revenues using the prior period exchange rate.	• The effect of currency exchange rates on our business is an important factor in understanding period-to-period comparisons. Our financial reporting currency is the U.S. dollar (“USD”) and changes in foreign exchange rates can significantly affect our reported results and consolidated trends. For example, our business generates sales predominantly in Korean Won (“KRW”), which are favorably affected as the USD weakens relative to the KRW, and unfavorably affected as the USD strengthens relative to the KRW. • We use constant currency revenue and constant currency revenue growth for financial and operational decision-making and as a means to evaluate comparisons between periods. We believe the presentation of our results on a constant currency basis in addition to U.S. GAAP results helps improve the ability to understand our performance because they exclude the effects of foreign currency volatility that are not indicative of our actual results of operations.
Constant Currency Revenue Growth	• Constant currency revenue growth (as a percentage) is calculated by determining the increase in current period revenue over prior period revenue, where current period foreign currency revenue is translated using prior period exchange rates.

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

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

Free Cash Flow


	Three Months Ended June 30,				Six Months Ended June 30,				Trailing Twelve Months Ended June 30,
(in thousands)	2023		2022		2023		2022		2023		2022
Net cash provided by (used in) operating activities	$	819,751	$	(18,262)	$	1,321,054	$	(73,201)	$	1,959,694	$	(331,313)
Adjustments:
Purchases of land and buildings	(271,286)		(25,563)		(298,611)		(48,492)		(476,706)		(134,391)
Purchases of equipment	(105,116)		(155,205)		(173,012)		(371,182)		(399,505)		(643,450)
Total purchases of property and equipment	(376,402)		(180,768)		(471,623)		(419,674)		(876,211)		(777,841)
Proceeds from sale of property and equipment	6,549		3,565		7,213		7,810		12,585		9,549
Total adjustments	$	(369,853)	$	(177,203)	$	(464,410)	$	(411,864)	$	(863,626)	$	(768,292)
Free cash flow	$	449,898	$	(195,465)	$	856,644	$	(485,065)	$	1,096,068	$	(1,099,605)
Net cash used in investing activities	$	(429,388)	$	(180,670)	$	(512,120)	$	(429,698)	$	(930,676)	$	(799,642)
Net cash provided by financing activities	$	250,561	$	(117,914)	$	328,680	$	80,668	$	495,364	$	101,160

Adjusted EBITDA and Adjusted EBITDA Margin


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023			2022			2023			2022
Total net revenues	$	5,837,889		$	5,037,821		$	11,638,419		$	10,154,507

Net income (loss)	145,192			(75,491)			236,047			(284,785)
Net income (loss) margin	2.5		%	(1.5)		%	2.0		%	(2.8)		%
Adjustments:
Depreciation and amortization	66,178			60,399			130,423			119,639
Interest expense	12,813			6,143			21,091			13,511
Interest income	(41,630)			(7,364)			(73,491)			(10,898)
Income tax expense	26,026			340			58,990			585
Other expense (income), net	5,241			9,229			11,780			8,739
Equity-based compensation	86,404			72,916			156,303			128,509
Adjusted EBITDA	$	300,224		$	66,172		$	541,143		$	(24,700)
Adjusted EBITDA margin	5.1		%	1.3		%	4.6		%	(0.2)		%

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

Constant Currency Revenue and Constant Currency Revenue Growth


	Three Months Ended June 30,												Year over Year Growth
	2023						2022
(in thousands)	As Reported		Exchange Rate Effect		Constant Currency Basis		As Reported		Exchange Rate Effect		Constant Currency Basis		As Reported		Constant Currency Basis
Consolidated
Net retail sales	$	5,140,346	$	215,384	$	5,355,730	$	4,481,165	$	559,765	$	5,040,930	15	%	20	%
Net other revenue	697,543		30,146		727,689		556,656		69,419		626,075		25	%	31	%
Total net revenues	$	5,837,889	$	245,530	$	6,083,419	$	5,037,821	$	629,184	$	5,667,005	16	%	21	%

Net Revenues by Segment
Product Commerce	$	5,681,590	$	238,847	$	5,920,437	$	4,877,531	$	608,782	$	5,486,313	16	%	21	%
Developing Offerings	156,299		6,683		162,982		160,290		20,402		180,692		(2)	%	2	%
Total net revenues	$	5,837,889	$	245,530	$	6,083,419	$	5,037,821	$	629,184	$	5,667,005	16	%	21	%


	Six Months Ended June 30,												Year over Year Growth
	2023						2022
(in thousands)	As Reported		Exchange Rate Effect		Constant Currency Basis		As Reported		Exchange Rate Effect		Constant Currency Basis		As Reported		Constant Currency Basis
Consolidated
Net retail sales	$	10,345,146	$	520,471	$	10,865,617	$	9,037,272	$	931,517	$	9,968,789	14	%	20	%
Net other revenue	1,293,273		65,066		1,358,339		1,117,235		115,159		1,232,394		16	%	22	%
Total net revenues	$	11,638,419	$	585,537	$	12,223,956	$	10,154,507	$	1,046,676	$	11,201,183	15	%	20	%

Net Revenues by Segment
Product Commerce	$	11,339,939	$	570,520	$	11,910,459	$	9,813,584	$	1,011,535	$	10,825,119	16	%	21	%
Developing Offerings	298,480		15,017		313,497		340,923		35,141		376,064		(12)	%	(8)	%
Total net revenues	$	11,638,419	$	585,537	$	12,223,956	$	10,154,507	$	1,046,676	$	11,201,183	15	%	20	%

Coupang, Inc.

Q2 2023 Form 10-Q


Table of Contents

Results of Operations


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023		2022		% Change		2023		2022		% Change
Net retail sales	$	5,140,346	$	4,481,165	15	%	$	10,345,146	$	9,037,272	14	%
Net other revenue	697,543		556,656		25	%	1,293,273		1,117,235		16	%
Total net revenues	5,837,889		5,037,821		16	%	11,638,419		10,154,507		15	%

Cost of sales	4,314,101		3,884,028		11	%	8,694,704		7,957,308		9	%
Operating, general and administrative	1,376,146		1,220,936		13	%	2,689,298		2,470,047		9	%
Total operating cost and expenses	5,690,247		5,104,964		11	%	11,384,002		10,427,355		9	%

Operating income (loss)	147,642		(67,143)		NM(1)		254,417		(272,848)		NM(1)
Interest income	41,630		7,364		NM(1)		73,491		10,898		NM(1)
Interest expense	(12,813)		(6,143)		109	%	(21,091)		(13,511)		56	%
Other expense, net	(5,241)		(9,229)		(43)	%	(11,780)		(8,739)		35	%
Income (loss) before income taxes	171,218		(75,151)		NM(1)		295,037		(284,200)		NM(1)
Income tax expense	26,026		340		NM(1)		58,990		585		NM(1)
Net income (loss)	$	145,192	$	(75,491)	NM(1)		$	236,047	$	(284,785)	NM(1)

(1)Non-meaningful

Total Net Revenues

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

Fulfillment and Logistics by Coupang (“FLC”)

FLC is a Product Commerce offering that enables participating merchants to leverage our end-to-end integrated logistics and fulfillment network. The previous contract terms with FLC merchants resulted in the transfer of control of the merchants’ products to us and Coupang is the seller of record in these transactions, whereby revenue is recorded on a gross basis (principal). In the second quarter of 2023, we changed the FLC program and related contracts with merchants, streamlining the overall process for merchants and us. As a result of these changes, control of these products is no longer transferred to the Company prior to sales. The change impacted how we recognize a portion of our revenue, from a gross basis (principal) to a net basis (agent). As of the end of the second quarter, the previous contract terms had expired. This will continue to result in a prospective reduction in total net revenues associated with FLC, with no significant corresponding impact on gross profit expected.


	Three Months Ended June 30,				% Change				Six Months Ended June 30,				% Change
(in thousands)	2023		2022		As Reported		Constant Currency		2023		2022		As Reported		Constant Currency
Net retail sales	$	5,140,346	$	4,481,165	15	%	20	%	$	10,345,146	$	9,037,272	14	%	20	%
Net other revenue	697,543		556,656		25	%	31	%	1,293,273		1,117,235		16	%	22	%
Total net revenues	$	5,837,889	$	5,037,821	16	%	21	%	$	11,638,419	$	10,154,507	15	%	20	%

Net retail sales represent the majority of our total net revenues which we earn from online product sales of our owned inventory to customers. Net other revenue includes revenue from commissions, and logistics and fulfillment fees earned from merchants that sell their products through our apps or websites. We are not the merchant of record in these transactions, nor do we take possession of the related inventory. From the second quarter of 2023, net other revenue also includes commissions and logistics and fulfillment fees earned from FLC merchants under the new contracts.

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Net other revenue also includes consideration from online restaurant ordering and delivery services performed by us, as well as advertising services provided on our apps or websites. We also earn subscription revenue from memberships to our Rocket WOW membership program, which is also included in net other revenue.

The following table presents our total net revenues by segment.


	Three Months Ended June 30,				% Change				Six Months Ended June 30,				% Change
(in thousands)	2023		2022		As Reported		Constant Currency		2023		2022		As Reported		Constant Currency
Product Commerce	$	5,681,590	$	4,877,531	16	%	21	%	$	11,339,939	$	9,813,584	16	%	21	%
Developing Offerings	156,299		160,290		(2)	%	2	%	298,480		340,923		(12)	%	(8)	%
Total net revenues	$	5,837,889	$	5,037,821	16	%	21	%	$	11,638,419	$	10,154,507	15	%	20	%

The increases in Product Commerce for the three and six months ended June 30, 2023 are primarily due to continued year over year growth in our Active Customers and total net revenues per Active Customer, driven by increased product selection of our owned inventory, increased customer engagement across more product categories, and increased merchants available on our marketplace. This was partially offset by the net revenue impact of our transition of FLC merchants to new contracts now recognized on a net basis, and unfavorable changes in foreign exchange rates.

For the three months ended June 30, 2023, Developing Offerings was largely unchanged. The decrease for the six months ended June 30, 2023 is the result of a decrease in Active Customers and transaction volume in our Eats offering, combined with unfavorable changes in foreign exchange rates, partially offset by an increase in the average spend from those customers.

Cost of Sales

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

The increases for the three and six months ended June 30, 2023 primarily reflect higher volume from increased sales and customer demand. Cost of sales as a percentage of revenue decreased from 77.1% and 78.4% for the three and six months ended June 30, 2022 to 73.9% and 74.7% for the three and six months ended June 30, 2023, primarily due to further operational efficiencies, continued supply chain optimization, and an increased percentage of revenues earned from higher margin revenue categories and offerings, including the enhanced FLC program.

Operating, General and Administrative Expenses

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

The increases for the three and six months ended June 30, 2023 primarily reflect slightly higher advertising expenses, reflecting growth in revenues and a return to pre-COVID levels, and increases in fulfillment costs due to growth in our business. These expenses as a percentage of revenue decreased from 24.2% and 24.3% for the three and six months ended June 30, 2022 to 23.6% and 23.1% for the three and six months ended June 30, 2023 primarily due to improved operating efficiencies and operating leverage.

Interest Income

Interest income primarily consists of interest earned on our deposits held with financial institutions.

Interest income for the three and six months ended June 30, 2023 increased $34 million and $63 million, respectively, compared to the prior year periods. The increase in interest income was primarily due to higher interest rates in 2023 combined with our higher average cash balances.

Income Tax Expense

We are subject to income taxes predominantly in Korea, as well as in the United States and other foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate is subject to significant variation and

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can vary based on the amount of pre-tax income or loss. Beginning in 2022, the Tax Cuts and Jobs Act, as currently enacted, requires taxpayers to capitalize research and development expenses with amortization periods over five and fifteen years, which is expected to increase the amount of our global intangible low-taxed income (GILTI) inclusion.

Our effective income tax rate for the three and six months ended June 30, 2023 was 15.2% and 20.0%, respectively, compared with (0.5%) and (0.2%) for the prior year periods. The increase for the periods reflects the strong operating results and taxable income for the current and projected period in 2023, compared to the prior periods that generated minimal taxable income. Our effective tax rate differs from the federal statutory rate due to valuation allowances, net operating losses and tax credits used for the periods, partially offset by the mix of our income (loss) before income taxes generated across the various jurisdictions in which we operate, including the impact of international provisions of the Tax Cuts and Jobs Act and permanent differences from non-deductible expenses.

Segment adjusted EBITDA

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


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023		2022		% Change		2023		2022		% Change
Product Commerce	$	407,597	$	97,840	NM(1)		$	695,967	$	100,717	NM(1)
Developing Offerings	(107,373)		(31,668)		239	%	(154,824)		(125,417)		23	%
Consolidated adjusted EBITDA	$	300,224	$	66,172	NM(1)		$	541,143	$	(24,700)	NM(1)

(1)Non-meaningful

The improvement for the three and six months ended June 30, 2023 in Product Commerce segment adjusted EBITDA was primarily due to an increase in net revenues, further operational efficiencies, improved margins from supply chain optimization, an increased percentage of revenues earned from higher margin revenue categories, and improved operating leverage.

The increased loss for the three and six months ended June 30, 2023 in Developing Offerings adjusted EBITDA was the result of the continued investments in our Eats and Taiwan offerings, and higher content costs for our Coupang Play offering. These losses were partially offset by lower delivery costs associated with Coupang Eats.

Liquidity and Capital Resources

Liquidity

Liquidity is a measure of our ability to access sufficient cash flows to meet the short-term and long-term cash requirements of our business operations. Our primary sources of liquidity are cash on hand, supplemented through various debt financing arrangements and sales of our equity securities. We had total cash, cash equivalents and restricted cash of $4.7 billion as of June 30, 2023, of which $3.0 billion was held by our foreign subsidiaries and may not be freely transferable to the U.S due to local laws or other restrictions. Additionally, we have $1.1 billion available under our 2022 and 2021 revolving credit facilities as described below.

The ability of certain subsidiaries to transfer funds or pay dividends to Coupang, Inc. is also restricted due to terms which require the subsidiaries to meet certain financial covenants, including requirements to maintain a positive net equity balance or having current period income.

As of June 30, 2023 and December 31, 2022, we had stockholders’ equity of $2.8 billion and $2.4 billion, respectively. We may incur losses in the future. We expect that our investment into our growth strategy will continue to be significant, particularly with respect to our Developing Offerings segment, which will continue to focus on our newer offerings and entrance into new geographies, as well as overall expansion of our fulfillment, logistics, and technology capabilities. As part of this expansion to fulfill anticipated future customer demand and continuation to expand services, we plan to build new fulfillment centers. We have entered into various new construction contracts for capital projects which are expected to be completed over the next three years. These contracts have remaining capital expenditures commitments of $160 million as of June 30, 2023. We expect that our future expenditures for both infrastructure and workforce-related costs will exceed several billion dollars over the next several years.

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Changes in our cash flows were as follows:


	Six Months Ended June 30,
(in thousands)		2023		2022		Change
Net cash provided by (used in) operating activities		$	1,321,054	$	(73,201)	$	1,394,255
Net cash used in investing activities		(512,120)		(429,698)		(82,422)
Net cash provided by financing activities		328,680		80,668		248,012

Operating Activities


	Six Months Ended June 30,
(in thousands)		2023		2022		Change
Net income (loss)		$	236,047	$	(284,785)	$	520,832
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating		611,288		554,891		56,397
Change in operating assets and liabilities		473,719		(343,307)		817,026
Net cash provided by (used in) operating activities		$	1,321,054	$	(73,201)	$	1,394,255

The year-over-year change in operating cash flow was primarily driven by a $521 million decrease in net loss, which resulted in net income for the current period. Additionally, benefiting the improvement in cash used in operating activities were the changes in operating assets and liabilities, including $155 million from other assets primarily as a result of a reduction in advances made to certain large, multi-national suppliers, a decrease in inventories of $203 million primarily from the implementation of the new FLC program combined with improved inventory management, and an increase in accounts payable of $388 million primarily as a result of improved payment terms, primarily with certain large, multi-national suppliers, partially offset by a reduction in payables from the FLC changes.

Investing Activities

The increase in cash outflow was mainly driven by a $52 million increase in purchases of property and equipment, primarily related to investments made in the current year in our fulfillment and logistics infrastructure, including purchases of buildings, land and equipment.

Financing Activities

The increase in cash inflow was primarily driven by a $296 million decrease in repayments of debt and short-term borrowings due to the timing of maturities, partially offset by a $84 million decrease in proceeds from debt and short-term borrowings.

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

Capital Resources

We have entered into material unconditional purchase obligations. These contractual commitments primarily relate to technology related service contracts, fulfillment center construction contracts and software licenses. We generally enter into term loan facility agreements to finance the acquisition of property or construction of our fulfillment centers. These agreements may require that we provide for collateral equal to or greater than the amount borrowed under the arrangement. As we continue to build additional fulfillment centers, we expect our borrowings under debt financing arrangements to continue to increase.

Refer to Note 13 — "Commitments and Contingencies" of our consolidated financial statements in Part II, Item 8 of our 2022 Form 10-K for disclosure of our minimum contractual commitments.

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

We have a two-year revolving facility agreement (the “2022 revolving credit facility”) with a borrowing limit of $122 million that bears interest at the average of 91-days CD interest rate plus 2.30%. The revolving facility is secured by certain of our inventories. As of June 30, 2023, there was no balance outstanding on the 2022 revolving credit facility.

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We have a three-year $1.0 billion unsecured credit facility (the “2021 revolving credit facility”). Our 2021 revolving credit facility was amended in accordance with the agreement to provide for the replacement of the London Inter-bank offered rate (“LIBOR”) with an alternative benchmark rate. Effective July 1, 2023, the facility replaced the LIBOR rate with the Secured Overnight Funding Rate (“SOFR”). Borrowings under the 2021 revolving credit facility will 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 0.50%, or (C) an adjusted Term SOFR rate for a one-month interest period plus 1.00% or (ii) an adjusted Term SOFR plus a margin equal to 1.00%. No borrowings have been made under the facility.

In April 2023, we entered into a new one-year credit loan facility to borrow $61 million for general operating purposes. The loan bears interest at the average of 91-day CD interest rate plus 4.40%.

In April 2023, we entered into a new three-year term loan facility agreement to borrow $175 million to finance the purchase of a fulfillment center and land. We pledged up to $209 million of certain land and buildings as collateral. The loan bears interest at a fixed rate of 6.76%.

Refer to Note 12 — "Short-Term Borrowings and Long-Term Debt" of our consolidated financial statements in Part II, Item 8 of our 2022 Form 10-K for disclosure of our debt obligations and collateral.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with U.S. GAAP. Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. For a discussion of our critical accounting policies and estimates, refer to the section entitled “Critical Accounting Policies and Estimates” in our 2022 Form 10-K.

Other significant accounting policies are also discussed in Note 1 — “Description of Business and Summary of Significant Accounting Policies” to the consolidated financial statements in Part II, Item 8 of our 2022 Form 10-K.

Recently Adopted Accounting Pronouncements

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

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Interest Rate Risk

As of June 30, 2023, we had cash, cash equivalents, and restricted cash of $4.7 billion. Interest-earning instruments carry a degree of interest rate risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Our interest rate risk arises primarily from our undrawn revolving credit facilities. Borrowings issued at variable rates expose us to variability in cash flows. Our policy, in the management of interest rate risk, is to structure a reasonable balance between fixed and floating rate financial instruments as well as our cash and cash equivalents and any short-term investments we may hold. The balance struck by our management is dependent on prevailing interest rate markets at any point in time.

Our borrowings generally include lines of credit with financial institutions, some of which carry variable interest rates. As of June 30, 2023, there was no balances outstanding on our revolving credit facilities. Any future borrowings incurred under the 2021 and 2022 revolving credit facilities would accrue interest at rates subject to current market conditions.

Foreign Currency Risk

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

Transactional

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

Translational

Coupang, Inc.’s functional currency and reporting currency is the USD. The local and functional currency for our Korean subsidiary, Coupang Corp., which is our primary operating subsidiary, is the KRW. The other subsidiaries predominantly utilize their local currencies as their functional currencies. Assets and liabilities of each subsidiary are translated into USD at the exchange rate in effect at the end of each period. Revenue and expenses for these subsidiaries are translated into USD using average rates that approximate those in effect during the period. Consequently, increases or decreases in the value of the USD affect the value of these items with respect to the non-USD-denominated businesses in the consolidated financial statements, even if their value has not changed in their original currency. For example, a stronger USD will reduce the reported results of operations of non-USD-denominated businesses and conversely a weaker USD will increase the reported results of operations of non-USD-denominated businesses. An assumed hypothetical 10% adverse change in average exchange rates used to translate foreign currencies to USD would have resulted in a decline in total net revenues of approximately $533 million and $1.0 billion and an immaterial impact in net income (loss) for the three and six months ended June 30, 2023, respectively.

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

Credit Risk

Our cash and cash equivalents, deposits, and loans with banks and financial institutions are potentially subject to concentration of credit risk. We place cash and cash equivalents with financial institutions that management believes are of high credit quality. The degree of credit risk will vary based on many factors, including the duration of the transaction and the contractual terms of the agreement. As appropriate, management evaluates and approves credit standards and oversees the credit risk management function related to investments.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2023, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) 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 Exchange Act 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 June 30, 2023, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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Part II. Other Information

Item 1. Legal Proceedings

The information set forth under Note 11 — "Contingencies" in our accompanying notes to the condensed consolidated financial statements under the caption “Legal Matters” is incorporated herein by reference.

Item 1A. Risk Factors

Investing in our securities involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties disclosed in Part 1, Item 1A, under the caption “Risk Factors,” of our 2022 Form 10-K which risks could materially and adversely affect our business, results of operations, financial condition, and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors may not be the only ones that we face because our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating globally.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

c) Trading Plans

During the quarter ended June 30, 2023, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

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Item 6. Exhibits

Exhibit Number

Description of Exhibit

Provided Herewith

Incorporated by Reference

Form

File No.

Exhibit

Filing Date

3.1

Certificate of Incorporation of the Registrant.

10-Q

001-40115

3.1

November 12, 2021

3.2

Bylaws of the Registrant.

10-Q

001-40115

3.2

November 12, 2021

10.1+

Non-Employee Director Compensation Policy

10.2

Fourth Amendment to Revolving Credit and Guaranty Agreement, dated as of June 29, 2023, among the Registrant, the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A.

31.1

Chief Executive Officer Section 302 Certification

31.2

Chief Financial Officer Section 302 Certification

32.1*

Chief Executive Officer Section 906 Certification

32.2*

Chief Financial Officer Section 906 Certification

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

_____________


+			Indicates management contract or compensatory plan
*			Indicates furnished exhibit

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SIGNATURES

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


COUPANG, INC. (REGISTRANT)

By:			/s/ Jonathan Lee
			Jonathan Lee
			Chief Accounting Officer (Principal Accounting Officer)

Dated: August 9, 2023

Coupang, Inc.

Q2 2023 Form 10-Q