Coupang, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Condensed Consolidated Financial Statements
Table of Contents
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements of Coupang, Inc. (“Coupang” or the “Company”) together with its consolidated 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 (the “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 statement 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 2024 Form 10-K.
In January 2024, we acquired the business and assets of Farfetch Holdings plc (“Farfetch”), a leading global marketplace for the luxury fashion industry (the “Farfetch Acquisition”). Refer to Note 11 — "Business Combinations - Farfetch" for additional information.
Recent Accounting Pronouncements Yet To Be Adopted
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” The standard requires disclosure of specific categories of an entity’s income tax expenses and income taxes paid among other disclosures. Early adoption is allowed under the standard. The ASU is effective for our 2025 annual period and can be applied either prospectively or retrospectively. We plan to adopt the standard when it becomes effective for us beginning in our fiscal year 2025 annual financial statements, and we expect the adoption of the standard will impact certain of our income tax disclosures.
In November 2024, the FASB issued ASU 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)”, which requires public entities to disaggregate significant expense categories within functional line items to enhance transparency and comparability in financial reporting. In January 2025, the FASB issued ASU 2025-01, which clarifies the effective date and provides additional implementation guidance for ASU 2024-03 to ensure consistent application. Both standards are effective for annual reporting periods beginning with the fiscal year ending December 31, 2027, and interim reporting periods beginning with the period ending March 31, 2028, with early adoption permitted. We are evaluating the effect of adopting these standards on our financial reporting and disclosures.
- Net Revenues
Details of total net revenues were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Net retail sales | $6,507 | $5,779 | $12,595 | $11,674 |
| Third-party merchant services | 1,755 | 1,374 | 3,317 | 2,421 |
| Other revenue | 262 | 170 | 520 | 342 |
| Total net revenues | $8,524 | $7,323 | $16,432 | $14,437 |
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 owned inventory product sales to consumers. Third-party merchant services represent commissions, advertising, and delivery fees from merchants and restaurants that sell their products through our online businesses. Other revenue includes revenue 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 $139 million and $92 million for the six
| Coupang, Inc. | Q2 2025 Form 10-Q | 10 |
Table of Contents
months ended June 30, 2025 and 2024, respectively, primarily related to payments in advance of products and services delivered which were included in “Deferred revenue” on the consolidated balance sheets as of the beginning of the respective years.
- Segment Reporting
We own and operate a retail business that primarily serves the Korean retail market along with other international markets. The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. We havetwo 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.
Product Commerce primarily includes our core Korean retail (owned inventory) and marketplace offerings (third-party merchants) and Rocket Fresh, our fresh grocery category 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 and logistics and fulfillment fees from merchants that sell products through our mobile application and website, and from our Rocket WOW membership program.
Developing Offerings includes our more nascent offerings and services, including Eats, our restaurant ordering and delivery service, Play, our online content streaming service in Korea, fintech, our retail operations in Taiwan, as well as advertising products associated with these offerings, and also includes Farfetch, our global luxury fashion marketplace. Revenues from Developing Offerings are primarily generated from Farfetch, Eats, and retail operations in Taiwan.
The CODM usestwo profitability measures, Segment Gross Profit and Segment Adjusted EBITDA, in assessing segment performance and allocating resources to each segment. Segment Gross Profit and Segment Adjusted EBITDA are evaluated on a monthly basis by our CODM by monitoring actual results versus prior periods. This comparison is performed to make strategic assessments and decisions regarding segment profitability, resource allocation, pricing strategies and cost optimization, and whether to reinvest profits into each of these segments or into other initiatives.
Segment Gross Profit is defined as total net revenues less cost of sales attributable to each reportable segment.
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.
| Coupang, Inc. | Q2 2025 Form 10-Q | 11 |
Table of Contents
Reportable segment financial information is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Net revenues | ||||
| Product Commerce | $7,334 | $6,431 | $14,204 | $12,925 |
| Developing Offerings | 1,190 | 892 | 2,228 | 1,512 |
| Total net revenues | $8,524 | $7,323 | $16,432 | $14,437 |
| Cost of sales | ||||
| Product Commerce | $4,944 | $4,481 | $9,663 | $9,139 |
| Developing Offerings | 1,019 | 700 | 1,892 | 1,227 |
| Total cost of sales | $5,963 | $5,181 | $11,555 | $10,366 |
| Gross profit | ||||
| Product Commerce | $2,390 | $1,950 | $4,541 | $3,786 |
| Developing Offerings | 171 | 192 | 336 | 285 |
| Total gross profit | $2,561 | $2,142 | $4,877 | $4,071 |
| Other segment items (1) | ||||
| Product Commerce | 1,727 | 1,420 | 3,328 | 2,789 |
| Developing Offerings | 406 | 392 | 739 | 671 |
| Total other segment items | $2,133 | $1,812 | $4,067 | $3,460 |
| Segment adjusted EBITDA | ||||
| Product Commerce | $663 | $530 | $1,213 | $997 |
| Developing Offerings | (235) | (200) | (403) | (386) |
| Total segment adjusted EBITDA | $428 | $330 | $810 | $611 |
(1)Other segment items relate to operating, general and administrative expense, excluding depreciation and amortization, equity-based compensation expense, impairments and other items that we do not believe are reflective of our ongoing operations. The CODM does not regularly review disaggregated expense information included within “Other segment Items” for any individual segment.
Reconciliations of segment profit or loss:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Total gross profit | 2,561 | 2,142 | 4,877 | 4,071 |
| Operating, general and administrative | (2,412) | (2,167) | (4,574) | (4,056) |
| Interest expense | (25) | (37) | (48) | (64) |
| Interest income | 51 | 53 | 100 | 108 |
| Other income, net | 19 | 12 | 55 | 3 |
| Income before income taxes | $194 | $3 | $410 | $62 |
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Total segment adjusted EBITDA | $428 | $330 | $810 | $611 |
| Depreciation and amortization | $(126) | $(106) | $(248) | $(201) |
| Equity-based compensation | (113) | (109) | (234) | (197) |
| Acquisition and restructuring related losses, net | (40) | (19) | (25) | (77) |
| KFTC administrative fine (see Note 10) | — | (121) | — | (121) |
| Interest expense | (25) | (37) | (48) | (64) |
| Interest income | 51 | 53 | 100 | 108 |
| Other income, net | 19 | 12 | 55 | 3 |
| Income before income taxes | $194 | $3 | $410 | $62 |
Note: Amounts may not foot due to rounding.
| Coupang, Inc. | Q2 2025 Form 10-Q | 12 |
Table of Contents
- Defined Severance Benefits
Net periodic benefit costs consist of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 | 2024 |
| Current service costs | $52 | $39 | $102 | $79 |
| Interest cost | 4 | 4 | 8 | 8 |
| Amortization of: | ||||
| Prior service cost | — | 1 | — | 1 |
| Net actuarial loss | 3 | 1 | 5 | 2 |
| Net periodic benefit cost | $59 | $45 | $115 | $90 |
- Income Taxes
Our tax provision 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 tax credits, U.S. taxes on foreign earnings such as the inclusion of the global intangible low-taxed income (GILTI) provisions, the valuation allowance against deferred tax assets in loss making jurisdictions, and other permanent differences.
The decrease in our effective tax rate for the three and six months ended June 30, 2025 is primarily due to the loss before income taxes incurred by Farfetch in the prior year period, with no offsetting tax benefit, the impact of the non-deductible KFTC administrative fine (the “administrative fine”) in the prior year period discussed in Note 10 — "Commitments and Contingencies", and the decrease in U.S. taxes on foreign earnings.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA introduces a broad range of tax reform provisions, including modifications to the international tax framework and changes to certain business-related exclusions, deductions, and credits. Certain provisions are effective starting in 2025. As the effects of changes in tax rates and laws are recognized in the period of enactment, the impacts of the OBBBA are not included in our results for the six months ended June 30, 2025. We are currently assessing its impact on our condensed consolidated financial statements.
- Earnings per Share
Basic earnings per share is computed by dividing net income attributable to Coupang stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Coupang stockholders by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period.
We have two classes of common stock outstanding, Class A common stock and Class B common stock (collectively “common stock”), with equal rights to dividends and income. Earnings per share attributable to Coupang stockholders are therefore the same for Class A and Class B common stock, both on an individual and combined basis.
| Coupang, Inc. | Q2 2025 Form 10-Q | 13 |
Table of Contents
The following table presents the calculation of basic and diluted earnings per share attributable to Coupang stockholders:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| (in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 |
| Numerator: | ||||
| Net income (loss) attributable to Coupang stockholders | $32 | $(77) | $139 | $(72) |
| Denominator: | ||||
| Weighted-average shares used in computing net income (loss) per share attributable to Class A and Class B common stockholders: | ||||
| Basic | 1,817 | 1,789 | 1,812 | 1,791 |
| Dilutive effect of equity compensation awards | 38 | — | 35 | — |
| Diluted | 1,855 | 1,789 | 1,847 | 1,791 |
| Earnings per share: | ||||
| Basic | $0.02 | $(0.04) | $0.08 | $(0.04) |
| Diluted | $0.02 | $(0.04) | $0.08 | $(0.04) |
| Anti-dilutive shares | — | 34 | — | 28 |
Note: Amounts may not foot due to rounding.
- Fair Value Measurement
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are reported in one of the three levels reflecting the significant inputs used to determine fair value.
The following table summarizes our financial assets and financial liabilities that are measured at fair value on a recurring basis:
| (in millions) | Classification | Measurement Level | June 30, 2025 | December 31, 2024 |
|---|---|---|---|---|
| Financial assets | ||||
| Money market trust | Cash and cash equivalents | Level 1 | $1,837 | $1,755 |
| Money market fund | Cash and cash equivalents | Level 1 | $1,548 | $828 |
| Money market trust | Restricted cash | Level 1 | $91 | $83 |
- Supplemental Financial Information
Supplemental Disclosure of Cash flow Information
| Six Months Ended June 30, | ||
|---|---|---|
| (in millions) | 2025 | 2024 |
| Supplemental disclosure of cash flow information | ||
| Cash paid for the amount used to measure the operating lease liabilities | $291 | $274 |
| Operating lease assets obtained in exchange for lease obligations | $368 | $663 |
| Net increase to operating lease right-of-use assets resulting from remeasurements of lease obligations | $235 | $43 |
| Non-cash investing and financing activities | ||
| Increase in property and equipment-related accounts payable | $60 | $47 |
| Coupang, Inc. | Q2 2025 Form 10-Q | 14 |
Table of Contents
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown within the consolidated statements of cash flows.
| (in millions) | June 30, 2025 | December 31, 2024 |
|---|---|---|
| Current assets | ||
| Cash and cash equivalents | $6,796 | $5,879 |
| Restricted cash | 93 | 151 |
| Noncurrent assets | ||
| Restricted cash included in long-term leasehold deposits and other | — | 1 |
| Total cash, cash equivalents, and restricted cash | $6,889 | $6,031 |
Supplier Financing Arrangements
Confirmed invoices owed to financial institutions under supplier financing arrangements were as follows:
| (in millions) | June 30, 2025 | December 31, 2024 |
|---|---|---|
| Amounts included in accounts payable | $467 | $443 |
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income. The major components are foreign currency translation adjustments and actuarial gains (losses) on our defined severance benefits. As of June 30, 2025 and December 31, 2024, the ending balance in accumulated other comprehensive income (loss) related to foreign currency translation adjustments was $(160) million and $(309) million, respectively, and the amount related to actuarial losses on defined severance benefits was $(90) million and $(95) million, respectively.
Stock Repurchase Program
In May 2025, our Board of Directors authorized a stock repurchase program for up to $1 billion of our outstanding shares of Class A common stock. We may repurchase shares of Class A common stock from time to time through open market purchases, in privately negotiated transactions, or by other means in accordance with applicable securities laws and other restrictions. The program has no expiration date, and we are not obligated to repurchase any portion of our total authorization. There were no repurchases of our Class A common stock during the three and six months ended June 30, 2025.
- Short-term Borrowings and Long-term Debt
Revolving Credit Facility
In June 2025, we entered into afive-year revolving credit agreement (the “Revolving Credit Facility”), replacing our prior revolving credit and guaranty agreement entered into in February 2021, which was terminated in connection with the entry into the new Revolving Credit Facility. The Revolving Credit Facility provides for syndicated, unsecured revolving loans with a total borrowing capacity of up to $1.5 billion. Borrowings under the Revolving Credit Facility bear interest at a rate per annum equal to the applicable benchmark rate, including but not limited to Term Secured Overnight Financing Rate (Term SOFR), plus an applicable margin ranging from 0.75% to 1.25%. The Revolving Credit Facility contains customary affirmative and negative covenants, including certain financial covenants. As of June 30, 2025, there was no balance outstanding on the Revolving Credit Facility.
In July 2025, we borrowed $425 million under the Revolving Credit Facility primarily to finance the redemption of the syndicated term loans assumed by Surpique LP (the “Limited Partnership”) as part of the Farfetch Acquisition (“Farfetch Term Loans”).
Farfetch Term Loans
As of June 30, 2025, $392 million was outstanding under the Farfetch Term Loans.
In July 2025, we fully redeemed the Farfetch Term Loans financed by borrowings under our Revolving Credit Facility.
Our long-term debt is recorded at amortized cost. The fair value is estimated using Level 2 inputs based on our current interest rates for similar types of borrowing arrangements. The carrying amount of long-term debt approximates its fair value as of June 30, 2025 and December 31, 2024 due primarily to the interest rates approximating market interest rates.
We were in compliance with the financial covenants for each of our borrowings and debt agreements as of June 30, 2025.
| Coupang, Inc. | Q2 2025 Form 10-Q | 15 |
Table of Contents
- Commitments and Contingencies
Commitments
Long-term contractual commitments primarily include operating leases, long-term debt, and unconditional purchase obligations. Unconditional purchase obligations include legally binding contracts with terms in excess of one year that are not reflected on the consolidated balance sheets. These contractual commitments primarily relate to purchases of technology related services, fulfillment center construction contracts, content, and software licenses. During the six months ended June 30, 2025, we entered into various new unrecognized long-term contract commitments with remaining payments as of June 30, 2025 of $668 million through 2033. For contracts with variable terms, we do not estimate the total obligation beyond any minimum pricing as of the reporting date.
Legal Matters
From time to time, we may become party to litigation incidents and other legal proceedings, including regulatory proceedings, in the ordinary course of business. We assess the likelihood of any adverse judgments or outcomes with respect to these matters and determine loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, we consider other relevant factors that could impact our ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. Our reserves may change in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of currently pending legal matters will not have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. 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.
Litigation
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. Choi v. Coupang, Inc. et al. was brought against Coupang 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 in May 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. Between August and December 2023, three separate stockholders’ derivative actions were filed in the United States District Court for the Southern District of New York and in December 2024 and March 2025, derivative actions were filed in Delaware Chancery Court, in each case against certain of Coupang’s former and current directors and current officers. Coupang was named as a nominal defendant in the various derivative actions. Aside from the aforementioned actions, there have been additional Delaware Section 220 records inspection demands. These derivative actions and related demands purport to assert claims on behalf of Coupang and make substantially similar factual allegations to Choi v. Coupang, Inc. et al., bringing claims for, among other things, breach of fiduciary duty, unjust enrichment, and violations of securities laws. The actions seek compensatory damages, governance reforms, and other relief. We intend to vigorously defend against the aforementioned actions. 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 assurances as to the scope and outcome of these matters and no assurances as to whether our business, financial position, results of operations or cash flows will not be materially adversely affected. In February and March 2025, we received demands on the Board of Directors alleging claims similar to those in the class and derivative actions and demanding civil actions by the Board against certain current and former directors and officers. Those demands have been provided to the Board of Directors to evaluate.
Korean Fair Trade Commission Investigations
In June 2021, the Korea Fair Trade Commission (the “KFTC”) initiated an investigation into a potential violation of the Monopoly Regulation and Fair Trade Act by two of our Korean subsidiaries, Coupang Corp. and Coupang Private Label Brands (“CPLB”), including certain alleged treatment of private labelled products provided by CPLB. In June 2024, the KFTC publicly announced that as a result of their investigation, they determined that Coupang Corp.’s product rankings disclosure violated Korean law (a regulatory finding subject to judicial review), and that they would impose an administrative fine on Coupang Corp., direct Coupang Corp. and CPLB to take certain related corrective actions, and refer the matter for criminal prosecution. In the second quarter of 2024, we accrued an administrative fine of approximately $121 million. Coupang Corp. will pay the administrative fine insix installments overtwo years and made the first payment in October 2024 and will make the last payment in June 2026.
In August 2024, Coupang Corp. and CPLB received the KFTC’s formal written decision, and in September 2024, Coupang Corp. and CPLB appealed such decision. That appeal is pending. Hearings of the administrative litigation action were held in November 2024, March 2025, June 2025, July 2025, and a fifth hearing is scheduled for September 2025. Coupang Corp. and CPLB also filed a preliminary injunction with the Seoul High Court to stay the fine and corrective orders during the pendency of the appeal. In October 2024, the Seoul High Court granted Coupang Corp.’s and CPLB’s request for suspension of the KFTC’s corrective orders,
| Coupang, Inc. | Q2 2025 Form 10-Q | 16 |
Table of Contents
but dismissed the request for a stay of the KFTC’s administrative fine. The KFTC subsequently appealed the Seoul High Court’s decision to grant a suspension of the corrective orders and in February 2025, the Supreme Court of Korea dismissed the KFTC’s appeal. In response to the KFTC’s criminal referral, the Seoul Eastern District Prosecutors’ Office initiated a criminal investigation into Coupang Corp. and CPLB.
The Seoul Eastern District Prosecutors’ Office issued an indictment dated May 1, 2025, on the same underlying facts as the administrative case, and the first hearing is scheduled for October 2025. The maximum penalty under the indictment is a fine of approximately $200,000. We intend to vigorously defend against these charges in court.
The KFTC is also investigating Coupang Corp. on other matters related to the alleged violations of certain KFTC regulations. Coupang Corp. is diligently cooperating with these investigations, and actively defending its 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 these other KFTC investigations, in excess of the amounts accrued. 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.
- Business Combinations – Farfetch
On January 30, 2024, we completed the acquisition of Farfetch. We acquired Farfetch primarily to allow us to expand into luxury retail. We have accounted for this acquisition as a business combination. Total purchase consideration consisted of amounts previously funded to Farfetch under a loan prior to acquisition (the “Bridge Loan”) and required partial repayment of the Farfetch Term Loans at the close of the transaction.
| (in millions) | Estimated Fair Value |
|---|---|
| Farfetch Term Loan repayment | $58 |
| Bridge Loan contribution | 150 |
| Total purchase consideration | $208 |
Purchase Price Allocation
The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| (in millions) | Estimated Fair Value |
|---|---|
| Assets acquired | |
| Cash and cash equivalents | $126 |
| Accounts receivable, net | 286 |
| Inventories | 305 |
| Prepaids and other current assets | 221 |
| Intangible assets | 325 |
| Operating lease right-of-use assets | 209 |
| Other assets | 318 |
| Liabilities assumed | |
| Accounts payable | (529) |
| Long-term debt | (557) |
| Operating lease obligations | (214) |
| Other liabilities | (343) |
| Net assets assumed | 147 |
| Noncontrolling interests | (78) |
| Goodwill on acquisition | 139 |
| Total consideration | $208 |
The excess of purchase consideration over the fair value of net identifiable assets acquired and liabilities assumed was recorded as goodwill which is not deductible for tax purposes. Goodwill represents the future economic benefits we expect to achieve as a result of the acquisition, including the workforce of the acquired business as well as future operational and logistical cost efficiencies expected to be achieved.
| Coupang, Inc. | Q2 2025 Form 10-Q | 17 |
Table of Contents
The identifiable intangible assets acquired were as follows:
| (in millions, except years) | Weighted Average Useful Life | Estimated Fair Value |
|---|---|---|
| Brand trademarks | 5 years | $130 |
| Customer relationships | 5 years | 34 |
| Supplier relationships | 15 years | 61 |
| Developed technology | 3 years | 38 |
| Brand licenses | 8 years | 62 |
| Total intangible assets | $325 |
The results of Farfetch included in our condensed consolidated statement of operations since the closing of the acquisition were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |
|---|---|---|
| (in millions) | 2024 | |
| Total net revenues | $460 | $748 |
| Net loss | $(108) | $(230) |
Supplemental Pro Forma Information (Unaudited)
The following financial information presents our results as if the acquisition of Farfetch had occurred on January 1, 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | |
|---|---|---|
| (in millions) | 2024 | |
| Pro Forma Information | ||
| Total net revenues | $7,323 | $14,624 |
| Net loss | $(108) | $(228) |
These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are illustrative only and are not the results that would have been achieved had the acquisition actually occurred on January 1, 2023, nor are they indicative of future results. The pro forma results include adjustments related to the business combination, including amortization of acquired intangibles, stock-based compensation, lease expense, and income taxes.
Following the Farfetch Acquisition, we have continued to undertake various restructuring actions, including the early exit of certain assumed contractual obligations. In February 2025, we entered into a settlement agreement and mutual release with Authentic Brands Group LLC related to a license agreement that terminated guaranteed minimum royalty payments totaling $264 million over theeight remaining years of the agreement.
Redeemable Noncontrolling Interests
In December 2023, we established the Limited Partnership for the purposes of providing the Bridge Loan and acquiring all of the business and assets of Farfetch. The Limited Partnership was initially owned 80.1% by Coupang, Inc. and 19.9% by certain funds advised or managed by Greenoaks Capital Partners, LLC (“Greenoaks”), a related party. The Limited Partnership is included in the Company’s consolidated operating results for the three and six months ended June 30, 2025 and 2024.
On April 7, 2025, we entered into a Master Transaction Agreement (the “Agreement”) with Greenoaks resulting in the indirect acquisition of the Limited Partnership partner units representing all of Greenoaks’ equity interest in the Limited Partnership, and all rights and obligations associated with such limited partner units. Concurrently with the execution of the Agreement, we paid to Greenoaks consideration with a fair value of $122 million consisting of a $14 million cash payment and the issuance of 5,465,099 shares of our Class A Common Stock with a fair value of $108 million based on the closing market price of $19.76 per share on the acquisition date.
Mr. Neil Mehta, a member of the Company’s Board of Directors, has served as a Managing Partner of Greenoaks since April 2012. Greenoaks and certain funds and accounts to which Greenoaks serves as the investment adviser and related persons or entities, including Mr. Mehta, have ownership interests in our Class A common stock.
| Coupang, Inc. | Q2 2025 Form 10-Q | 18 |
Table of Contents
In February 2025, we acquired the remaining 40% of the Palm Angels brand (“Palm Angels”) not owned by New Guards Group Holdings S.p.A. (“New Guards”), a subsidiary acquired in the Farfetch Acquisition, and subsequently sold the rights to Palm Angels, as part of our Farfetch restructuring actions.
| Coupang, Inc. | Q2 2025 Form 10-Q | 19 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.