Coupang Inc

For the period ended Dec 31, 2023. Filed Feb 28, 2024.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 28, 2024

CPNG$16.33-0.5%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

a) Documents filed as part of this report:

Financial Statements (Item 8);
Financial Statement Schedules. Financial Statement Schedules of the Company, as required for 2023, 2022, and 2021, 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 · 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
4.1	Sixth Amended and Restated Registration Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 21, 2018.		S-1	333-253030	4.1	February 12, 2020
4.2	Description of Securities.		10-K	001-40115	4.2	March 3, 2022
10.1	Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.		S-1	333-253030	10.1	February 12, 2020
10.2+	Coupang, LLC Third Amended and Restated 2011 Equity Incentive Plan, as amended, and related form agreements.		S-8	333-254117	99.1	March 11, 2021
10.3+	Coupang, Inc. 2021 Equity Incentive Plan.		10-K	001-40115	10.5	March 1, 2023
10.4+	Amended and Restated Executive Severance Policy.	X
10.5+	Employment Agreement, by and between the Registrant and Bom Kim.		10-Q	001-40115	10.6	May 13, 2021
10.6+	Employment Agreement, by and between the Registrant and Gaurav Anand.		10-Q	001-40115	10.7	May 13, 2021
10.7+	Employment Agreement, by and between the Registrant and Hanseung Kang.		10-Q	001-40115	10.8	May 13, 2021
10.8+	Employment Agreement, by and between the Registrant and Harold Rogers.		10-Q	001-40115	10.11	May 13, 2021
10.9+	Employment Agreement, by and between the Registrant and Pranam Kolari.	X
10.10	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-Q	001-40115	10.12	May 13, 2021
10.11	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.		10-K	001-40115	10.12	March 3, 2022

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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-K	001-40115	10.13	March 3, 2022
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-K	001-40115	10.15	March 3, 2022
10.14	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.		10-Q	001-40115	10.2	August 9, 2023
10.15	Fifth Amendment to Revolving Credit and Guaranty Agreement, dated as of January 29, 2024, by and 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.		8-K	001-40115	10.1	February 1, 2024
10.16+	Form of Non-Employee Director Compensation Policy.		10-Q	001-40115	10.1	August 9, 2023
10.17+	Form of Annual RSU Award Notice & Agreement for Non-Employee Directors.		10-Q	001-40115	10.1	August 11, 2022
10.18+	Form of RSU Award Notice & Agreement for Executives.		10-Q	001-40115	10.2	May 12, 2022
10.19+	Form of PSU Award Notice & Agreement for Executives.		10-Q	001-40115	10.3	May 12, 2022
10.20+	Employment Agreement by and between the Company and Tae Jung Kim.		10-Q	001-40115	10.1	May 10, 2023
10.21	Sale and Purchase Agreement by and between Farfetch Holdings PLC, The Administrators, and Surpique Acquisition Limited dated as of January 30, 2024.	X
10.22	Farfetch Holdings PLC Fifth Amendment to Credit Agreement, Accession and Fee Agreement dated as of January 30, 2024	X
21.1	List of Significant Subsidiaries of the Registrant.	X
23.1	Consent of Samil PricewaterhouseCoopers, independent registered public accounting firm.	X
31.1	Chief Executive Officer Section 302 Certification	X
31.2	Chief Financial Officer Section 302 Certification	X
32.1*	Chief Executive Officer Section 906 Certification	X
32.2*	Chief Financial Officer Section 906 Certification	X
97.0	Coupang, Inc. Recoupment (Clawback) Policy	X
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

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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

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.

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Condensed Statements of Operations and Comprehensive Income/(Loss)

(in millions)	2023	2022	2021
Management service fee revenues	$18	$17	$17
Operating cost and expenses	(400)	(324)	(349)
Interest expense	(2)	(2)	(22)
Other income, net	84	28	2
Loss before equity in earnings (losses) of subsidiaries	(300)	(281)	(352)
Equity in earnings (losses) of subsidiaries	1,783	189	(1,191)
Income (loss) before taxes	1,483	(92)	(1,543)
Income tax expense	123	—	—
Net income (loss)	$1,360	$(92)	$(1,543)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	(2)	9	41
Actuarial (loss) gain on defined severance benefits, net of tax	(18)	41	(57)
Total other comprehensive (loss) income	(20)	50	(16)
Comprehensive income (loss)	$1,340	$(42)	$(1,559)

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Condensed Balance Sheets

(in millions)	December 31, 2023	December 31, 2022
Assets
Cash and cash equivalents	$1,592	$1,595
Restricted cash	79	57
Other current assets	20	10
Total current assets	1,691	1,662
Other assets	12	1
Investment in subsidiaries	2,438	763
Total assets	$4,141	$2,426
Liabilities and stockholders' equity
Other current liabilities	$42	$12
Total current liabilities	42	12
Other liabilities	10	—
Total liabilities	52	12
Stockholders' equity
Common stock	—	—
Additional paid-in capital	8,489	8,154
Accumulated other comprehensive (loss) income	(17)	3
Accumulated deficit	(4,383)	(5,743)
Total stockholders' equity	4,089	2,414
Total liabilities and stockholders' equity	$4,141	$2,426

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Condensed Statements of Cash Flows

(in millions)	2023	2022	2021
Operating activities
Net cash provided by (used in) operating activities	$95	$(79)	$(58)
Investing activities
Capital contribution to subsidiaries	(121)	(725)	(1,274)
Return of capital contribution from subsidiaries	61	80	204
Increase of short-term loans	(25)	—	—
Net cash used in investing activities	(85)	(645)	(1,070)
Financing activities
Proceeds from issuance of common units and preferred units, net of issuance costs	—	—	3,431
Deferred offering costs paid	—	—	(12)
Proceeds from issuance of common stock/units, equity-based compensation plan	9	18	62
Other, net	—	—	(1)
Net cash provided by financing activities	9	18	3,480
Cash and cash equivalents
Net increase (decrease) in cash and cash equivalents	19	(706)	2,352
Cash and cash equivalents as of beginning of the period	1,652	2,358	6
Cash and cash equivalents as of end of the period	$1,671	$1,652	$2,358

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Coupang, Inc.

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

Notes to Condensed Financial Statements

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.

Debt

The Parent has a $875 million unsecured credit facility (the “Revolving Credit Facility”) as further described in Note 12 — "Short-Term Borrowings and Long-Term Debt" which was amended to extend the term to February 2026. As of December 31, 2023, there wasno balance outstanding on the Revolving Credit Facility.

The Parent is the guarantor for certain debt issued by its subsidiaries and has pledged $79 million classified within restricted cash related to such debts.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.