online retail industry protection intellectual property rights resulted in expensive litigation. We party to litigation intellectual property rights expect litigation future. intellectual property litigation indemnification may require cease selling products make payments legal fees settlement payments costs damages change processes technology obtain license redesign infringing processes avoid infringement.


claims divert resources affect reputation business financial condition results.


software contain open source risks proprietary.


use expect continue open source software. licenses require source code available public modifications derivative works licensed. face claims infringement intellectual property release license software works enforce terms license. use source software claims non-compliance infringement intellectual property breach contract. claims could result litigation require purchase costly license release source code licensing cease offering solutions unless avoid infringement change use. open source software greater risks commercial software licensors provide warranties indemnities contractual protections non. open source software security risks source code publicly available easier for hackers breach apps websites. risks difficult to eliminate manage on business financial condition results operations. Coupang, Inc. ##2023 Form 10-K##35


tax treatment online affect apps websites financial results.


Korean National Tax Service Ministry of Economy and Finance may introduce new tax regimes with international-tax overhaul digitalization including online retail. impose regulations levy sales income taxes. regulations subject us to taxes. predict effect online retail. taxes increase cost attractiveness advertising. taxes internal costs data collect taxes. business financial condition results operations.


experience tax obligations rate affect operations.


subject to taxes United States Korea China Taiwan foreign jurisdictions. Delaware corporation domestic corporation. federal income tax. Internal Revenue Code 1986 subject. federal income tax income non-U. affiliates offset. tax liability with credits non. taxes. rules complicated impact future operations.


2021 released Pillar Two rules minimum tax jurisdictional 15% tax rate. OECD guidance enactment 2024 2025. changes increase taxes. South Korea Under-taxed Profit Rules reporting compliance obligations January 1, 2025. minimum tax period cost impact results 2023. legislative developments evaluating impact Korean legislation taxes.


tax rate earnings losses. tax expense impacted non-deductible expenses excess tax benefits equity deferred tax assets global low-taxed income withholding taxes.


tax rate impacted by tax laws regulations treaties practices tax policy initiatives valuation allowance deferred tax assets accounting rules ownership capital structure.


income tax rules operate review by taxing authorities bodies. New changes retroactive affect results stockholders.


subject to audit by U. S. foreign tax authorities. disagree tax positions business. taxing authorities challenge disagree income. pay additional taxes interest penalties one-time tax charges higher tax rates reduced cash flows lower profitability. financial statements reflect reserves contingency. Coupang, Inc. ##2023 Form 10-K##36


taxing authority assert subject to tax taxable connection “permanent establishment” assertion increase tax liability jurisdictions.


fluctuations tax obligations rate affect business operations.


utilize net loss.


December 2023 Korean affiliates $2. 4 billion income 2026. carryforwards limited 80% taxable income.


NOL carryforwards future income Korea risk carryforwards expire tax liabilities affect operating results.


maintain valuation allowance deferred tax China Taiwan benefits. Part II Item 8 Statements Note 6 Taxes consolidated statements.


dual class voting control Bom Kim Class B stock. 8% voting power.


shares Class B common stock 29 votes per share held by Bom Kim Founder Chief Executive Officer. Class A common stock NYSE one vote per share. Class A B vote except by law certificate incorporation. Class B stock convertible into one Class A common stock. B into Class A transfer transferor retains sole dispositive power voting control. conversion Class B into Class A voting power A diluted fewer shares Class B voting power Class A fewer shares Class B. 29-to-one voting ratio Class B Class A stock held by Mr. Kim 75. 8% combined voting power capital stock as of December 31, 2023. control by Mr. Kim majority voting power influence corporate matters election directors amendments merger consolidation sale major corporate transaction stockholder approval.defer prevent discourage unsolicited acquisition proposals capital stock interest. Kim management strategic investments Chief Executive Officer. Kim fiduciary duty stockholders. entitled vote shares interest not. reduction. Kim’s shareholdings impact control corporate matters.


predict dual class structure A stock.


predict dual class structure price Class A common stock adverse publicity consequences. index providers multiple-class share. FTSE Russell 5% voting rights S&P Dow Jones multiple-class share. indices Russell 2000 S&P 500 S&P MidCap 400 S&P SmallCap 600 S&P Composite 1500. dual class structure ineligible indices mutual funds-traded funds invest Class A common stock. policies new unclear effect valuations companies Coupang, Inc. Form 10-K##37


value companies indices. price Class A common stock decline.


advisory firms multiple class structures. dual class structure common stock could cause recommend withholding votes publish negative capital structure. actions critical price per share Class A common stock decline.


market price Class A stock volatile investment.


stock market technology companies volatile. market price of Class A common stock likely volatile investors may experience decrease price or loss investment unrelated to operating performance prospects. market price fluctuations factors including “Risk Factors” Form 10-K fluctuations results operations performance equity markets economy •changes financial projections failure •failure securities analysts coverage changes estimates failure expectations changes growth rate future size growth rate markets dividend stock repurchase activities new products acquisitions partnerships joint ventures capital-raising activities •additions departures of board members management key personnel •rumors market speculation •new laws regulations data privacy cyber security •lawsuits investigations against events war terrorism •health epidemics pandemics influenza communicable diseases viruses •sales expectations Class A common stock.


stock markets public companies technology industry experienced price volume fluctuations affected stock prices. prices fluctuated unrelated operating performance. companies volatility subject class action litigation. subject putative class action litigation may litigation. could costs divert resources affect business financial condition results. additional information litigation “Item 3 —Legal Proceedings”.


Sales Class A common stock price decline.


Sales shares Class A directors officers stockholders price decline. December 31, 2023 1,615,525,811 shares outstanding. registered shares employee equity incentive plans. sold freely issuance vesting requirements compliance Coupang,. Form 10-K


Rule 144 restrictions plan award agreements.


holders 36% Class A B common stock entitled rights registration Securities Act. Registration tradable except shares purchased affiliates. sales cause price per A decline.


certificate incorporation designates Court Chancery Delaware federal courts exclusive forums disputes stockholders judicial forum disputes directors.


certificate of incorporation Court of Chancery Delaware exclusive forum for actions under Delaware law derivative action breach of fiduciary duty claim against Delaware General Corporation Law certificate incorporation bylaws internal affairs doctrine. not apply to suits duty liability Securities Act Exchange Act. federal courts exclusive jurisdiction. Section 22 Securities Act concurrent jurisdiction for federal state courts. federal district courts exclusive forum for complaint Securities Act.


forum provisions limit stockholder’s claim disputes directors officers employees. Delaware courts provisions valid stockholder claim against us directors other federal district courts. assert validity exclusive forum provisions certificate incorporation. costs action other jurisdictions assure provisions. Coupang, Inc. ##2023 Form 10-K##39


Coupang risk management framework. audits assessments incidents. vulnerability scanning automated tools testing.


identify manage reduce risks vulnerabilities controls solutions technology projects. Chief Information Security Officer cybersecurity knowledge 15 years leads global security organization Coupang program. reviews cyber strategy. receives reports cybersecurity threats reviews risk management measures. conduct annual assessments third-party assessors ISMS-P ISO 27001. consultants conduct maturity assessments. results inform risks managed enterprise risk management process. employ third-party vendors cyber threat. employ systems processes oversee identify reduce impact security incident third vendor provider customer technology systems.


executive leadership cyber policies procedures strategies. Board Director’s role risk oversight leadership structure risks business Board committees oversight.


Audit Committee enterprise risk assessment management risks cybersecurity data privacy regulations assesses steps. meets CISO cybersecurity matters strategy risks controls results mitigation strategies emerging risks incidents industry trends. protocols cybersecurity incidents escalated reported Audit Committee resolution.


identify manage risks lessons incidents strategy technology enhancements projects. Risks threats affected business strategy operations financial condition. risks increase services affected spyware viruses phishing spam emails denial of service attacks data theft computer intrusions outages. See 1A. Risk Form 10-K risks future incidents financial condition.


lease office Seattle additional Korea United States Asia. own 55 million square feet logistics space Korea Asia United States. believe facilities adequate needs space.


subject legal litigation audits inspections. received claims employment labor classification pay hours benefits bargaining authorization immigration health safety harassment harassment intellectual property product safety personal injury privacy information security tax compliance Coupang. Form 10-K


exchange licenses food medical financial antitrust trade consumer environmental.


current future claims litigation audits inspections investigations. defense settlement costs diversion resources harm brand reputation factors.


legal proceedings Note 13 Part II Item 8 Statements risks Form 10-K 1A. Risk Factors.


. Coupang. Form


Equity Stockholder Purchases Securities


Class A stock traded New York Stock Exchange. Class B.


February 22, 2024 37 holders Class A one Class B. shares A held brokers institutions unable estimate total stockholders.


anticipate declaring paying cash dividends. may agreements restrict declare cash dividends distributions capital stock. subsidiaries pay dividends Coupang. financial covenants. Korean subsidiaries regulatory restrictions dividend payments positive net equity current year’s income. future determination declare cash dividends discretion board directors financial condition results capital requirements contractual restrictions business conditions.


Purchases Equity Sales


Coupang.


Discussion Financial Operations


discussion financial condition results with consolidated financial statements notes Form 10-K. future results business strategy objectives includes statements risks uncertainties Note. review Part I—Item 1A. "Risk Factors results. Overview Business Metrics Non-GAAP Financial Measures Results Operations Liquidity Capital Resources Accounting Policies Estimates Accounting Pronouncements


Coupang largest Asia mission revolutionize lives headquartered United States operations South Korea Taiwan Singapore China India. preeminent online destination broad selection low prices exceptional delivery experience third-party. fulfillment logistics technology network Rocket Delivery free next-day delivery millions Korea. end-to-end integration investments technology scale economies efficiencies savings lower prices. capabilities expand offerings geographies.


success shareholder value. investments network customer functionality growth cash flows. reinvested owned-inventory marketplace FLC merchant services Rocket WOW membership Rocket Fresh Coupang Eats Coupang Play.


segments. Note 3 statements Part II Item 8 Annual Report Form 10-K.


Product Commerce includes Korean retail marketplace Rocket Fresh grocery advertising. Revenues online sales commissions logistics fulfillment fees mobile Rocket WOW membership.


Offerings includes nascent Coupang Eats Coupang Play online content fintech retail operations Taiwan advertising products. Revenues retail operations Taiwan.


2024 Farfetch Acquisition consolidated Q1 2024. Farfetch losses unknown. Coupang. Form 10-K


Financial Operating Highlights millions net revenues,383,583 constant,637,236 Gross profit(2),190 Net income (loss,360 margin. Adjusted EBITDA(1)#1,074. Net cash operating activities#2,652#565 Free cash flow(1) adjusted EBITDA Product#1,540 Developing Offerings


net revenues constant currency growth adjusted EBITDA margin free cash flow non-GAAP measures. See-GAAP Financial “Reconciliation GAAP Non-GAAP accounting.


profit revenues minus cost.


Months Ended December millions net revenues Customer. net revenues


last date period determine Active Customers counting ordered from apps websites Korea. customer account identified unique email address. change in Active Customers captures inflow new outflow existing customers. Active Customers key indicator potential growth revenues reach network awareness brand engagement.


revenues per Active Customer divided Customers. driver growth increasing frequency spend apps websites. revenues engagement retention future revenue growth. Coupang, Inc. Form 10-K


report financial results U. S GAAP. management believes non measures provide information performance. different.


non-GAAP financial measures information U. GAAP. measures reflect all results operations. U. GAAP measures. Non-GAAP Measure Free Cash Flow operations Less purchases Plus proceeds sale. Adjusted EBITDA Net income excluding depreciation amortization interest expense income other income tax expense equity compensation impairments other items. Adjusted EBITDA Margin percentage net revenues. Constant Currency Revenue results periods. total revenue excluding foreign exchange rate movements growth. calculated current revenues prior period exchange rate. Growth increase current period revenue prior revenue. Coupang, Inc. Form 10-K


millions cash operating activities Adjustments Purchases land buildings equipment purchases(896)(824) Proceeds sale adjustments(877)(811) cash flow cash investing activities(927)(848) financing activities


millions net revenues,383,583 Net income. Adjustments Depreciation amortization Interest expense income Income tax benefit expense Equity compensation Adjusted EBITDA margin.


Growth millions Rate Effect Currency Basis Net retail sales,444,338 revenue,160,193 net revenues,383,637,583 Revenues Segment Product,594,840,955 Developing Offerings net revenues,383,637,583


amounts rounding. Coupang.


Change millions 2021 Net retail sales,338,488 Net revenue,160,245 Total net revenues,383,583,406 Cost sales,193,873,455 Operating general administrative Total operating cost expenses,695,900 Operating income (loss(1,494) Interest income Interest expense Other expense Income (loss before taxes,542 Income tax expense Net income (loss),360(1,543)


financial results 2022 2021 Part II Item 7 Annual Report Form 10-K 2022.


categorize net revenues retail sales other revenue. incorporate reductions estimated returns promotional discounts loyalty rewards exclude value added taxes. provide promotional discounts incentivize spending loyalty. discounts discretionary reflected reductions selling price revenue transaction. Loyalty rewards transactions earned percentage purchase future. defer revenue transaction price recognize revenue future. deferred revenue rewards not material. millions Net retail sales,338 Net other revenue,160,245 Total net revenues,383,583


retail sales majority revenues online product sales. revenue commissions merchants. not merchant record possession inventory. online restaurant ordering delivery advertising services apps. subscription revenue Rocket WOW program revenue. Coupang, Inc. Form 10-K#47


Fulfillment Logistics by Coupang Product merchants logistics fulfillment network. previous contract terms control Coupang seller revenue gross. second quarter 2023 changed FLC program contracts streamlining process. control transferred Company sales. impacted revenue gross to net basis. second quarter 2023 previous contract terms expired commissions logistics fulfillment fees new recorded net revenue. reduction net revenues FLC no impact gross profit.


table presents net revenues segment. millions Currency Product,594,955 Developing Offerings net revenues,383,583


increase Product Commerce revenues due to growth Active Customers revenues increased product selection engagement merchants. offset transition FLC merchants to new contracts.


increase growth initiatives Taiwan.


Cost sales purchase price logistics costs. Inbound shipping handling costs inventory recognized. outbound shipping logistics expenses delivery costs depreciation amortization.


cost sales reflects volume. decreased 77. 1% 2022 74. 6% 2023 operational efficiencies supply chain optimization increased higher FLC program. offset growth initiatives.


Operating administrative expenses include excluding sales. operating staffing fulfillment centers receiving service payment processing fees design technology infrastructure advertising corporate function depreciation amortization.


increase operating administrative expenses fulfillment costs growth advertising expenses. unchanged 23. 4% 2022 2023 revenues FLC contracts quarter 2023.


Interest deposits financial institutions.


Interest income increased $125 million. higher rates 2023 cash balances.


subject income taxes Korea United States foreign jurisdictions. tax rates. Coupang Inc. Form 10-K


foreign earnings taxable. effective tax rate pre-tax income foreign domestic income tax credits deferred tax assets liabilities. Tax Cuts Jobs Act capitalize research development expenses five fifteen years GILTI inclusion.


income tax rate changed 1. 1% 2022 to (133.% 2023 due valuation allowance Korean deferred tax assets. differs federal due valuation allowances losses tax credits offset income before taxes Tax Cuts Jobs Act differences non-deductible expenses.


2023 improved profitability evidence deferred tax assets. released valuation allowance Korea net operating loss deferred tax assets. net deferred tax assets benefit income taxes $905 million. expect change higher tax rate losses utilized impact cash tax payments liabilities.


. tax law global operations tax rate foreign tax law. countries tax Pillar Two tax. South Korea Under-taxed Profit Rules reporting compliance obligations January 1 2025. minimum tax period cost impact results 2023. legislative evaluating impact Korean legislation operations.


operating performance segment adjusted EBITDA. defined income before taxes depreciation amortization interest expense tax equity compensation impairments items operations. millions Product Developing Offerings Consolidated adjusted EBITDA#182


Product Commerce EBITDA net revenues operational efficiencies supply chain optimization higher margin.


increased loss Developing Offerings Eats Taiwan higher content costs Coupang Play. offset delivery.


Liquidity cash. primary sources cash debt financing sales equity securities. cash $5. 6 billion December 31, 2023 $3. 9 billion foreign subsidiaries transferable. laws. $875 million Revolving Credit Facility January 2024.


subsidiaries transfer funds pay dividends Coupang. financial covenants positive equity current income. Form 10-K


December 31, 2023 2022 stockholders’ equity $4. 1 billion $2. 4 billion. incurred losses. investment growth Developing Offerings offerings geographies fulfillment logistics technology. new fulfillment centers. construction contracts capital projects three years. capital expenditures $114 million December 31, 2023. future expenditures infrastructure workforce exceed billion dollars.


Coupang subsidiary provided $150 million contributed $150 million bridge loan. fund $200 million twelve months.


cash flows millions cash operating activities#2,652#565 investing activities(927)(848(79) financing activities#199#247


millions Net income,360(92) reconcile income cash operating activities) operating assets liabilities,316 Net cash#2,652


year-over-year cash flow driven $1. 5 billion net income. deferred income taxes $843 million. assets liabilities decrease inventories $323 million new FLC program improved inventory management increase accounts payable $1. 1 billion increased volume improved payment terms reduction payables FLC.


increase $75 million bridge loan Farfetch $72 million increase purchases property investments fulfillment logistics infrastructure.


decrease $129 million debt borrowings offset $75 million repayments timing maturities.


believe liquidity cash requirements next 12 months. need additional cash investment acquisition cooperation technology logistics infrastructure talent. cash requirements exceed optimize capital structure issue additional debt equity securities obtain credit facilities financing. financing available favorable.


entered unconditional purchase obligations. technology fulfillment center construction software licenses. term loan agreements construction fulfillment centers. collateral borrowed. borrowings debt increase. operating Coupang, Inc. Form 10-K


leases expire ten years obligations debts. commitments $1. billion December 31, 2023. leases $355 million non-cancellable 1 10 years severance benefits $889 million purchase orders twelve months cancellable.


Note 13 5 Severance 10 Part II Item 8 Statements future commitments.


short long-term borrowings include credit institutions.


April 2023 three-year $178 million fulfillment center land. pledged $214 million land collateral. 76%.


two-year Revolving Credit Agreement limit $124 million 91-days. secured inventories.


January 2024 Revolving amended maturity February 2026 principal $875 million. request commitments $1. 25 billion conditions.


Borrowings Revolving Credit Facility interest prime federal funds rate composite overnight bank borrowing rate plus. 50% adjusted Term Secured Overnight Funding Rate one-month 1.% Term SOFR margin 1. 00%. pay fees letter credit upfront fee unused commitment fee. Credit Facility covenants restrict debt investments restricted payments liens fundamental changes dispositions equity interests.


subject exceptions.


Revolving Credit Facility guaranteed subsidiaries Coupang. exceptions. contains affirmative covenants events default.


Revolving Credit Agreement Facility require maintain secured indebtedness to assets less than 35% loans unreimbursed letters credit fiscal quarter maintain minimum liquidity $625 million $313 million commitment $500 million.


Note 12 Borrowings Debt Part II 8 Statements debt. Coupang.


December 2023 announced acquisition Farfetch luxury fashion $500 million loan subsidiaries.


established partnership loan acquiring business assets Farfetch 80. 1% Coupang 19. 9% Greenoaks Capital Partners. results December 2023.


December 2023 partnership $75 million January 2024 $75 million. Financings capital contributions ownership percentages.


January 31, 2024 acquisition completed. partnership $150 million. $150 million loan contributed. fund $200 million twelve months.


Farfetch Acquisition subsidiary assumed Term Loans $633 million Agreement. payable October 20 2027 early repayment. quarterly installments. 25% last quarter. interest SOFR plus 6. 25% annum. repurchased $60 million.


Term Loans contain affirmative negative restrictions entities debt investments distributions assets transactions. secured against assets Farfetch guaranteed by subsidiaries.


Note 15 Farfetch Part II Item 8 Statements.


consolidated financial statements prepared U. S. GAAP estimates judgments amounts. estimates based on historical experience assumptions reasonable. uncertainty effects macroeconomic increased judgment results future differ. See Note 1 "Description Business Significant Accounting Policies financial statements Part II Item 8 Form 10-K accounting policies.


estimation Revenue Recognition


accounting principles revenue requires judgments estimates. complex arrangements non-standard terms require contract interpretation accounting treatment promised goods services obligations. judgments include principal agent.


arrangements apply judgment principal or agent transaction. principal control goods services before customers. primarily obligated subject inventory risk latitude establishing prices indicators act principal record revenue gross. act agent record net revenue control before.


account inventories products weighted cost value lower. valuation management judgments Coupang. Form 10-K


likely disposition sales returns suppliers liquidations expected recoverable values inventory categories. market estimated value inventory increase valuation determination.


record provision taxes asset liability method. Deferred taxes rates differences financial assets liabilities tax bases loss tax credit carryforwards. effect deferred tax rates recognized income enactment date.


believe assumptions judgments estimates changes tax audits future income impact taxes financial statements.


record deferred tax assets net valuation allowances likely. Realization future taxable income. valuation allowance historical future taxable income positive negative evidence. operating results differ assumptions. December 31, 2023 positive evidence overcame negative Korean deferred tax assets realizable. released entire valuation allowance $905 million Korean deferred tax assets December 31, 2023.


recognize measure uncertain tax positions return two-step process. first step technical merits. second step-likely-not criteria. measured largest benefit likelihood 50 percent ultimate settlement. uncertainties tax audit estimates settlement change benefits differ. Part II Item 8 “Financial Statements Supplementary Note 6 "Income Taxes consolidated financial statements.


severance benefits Korea. Part II 8 Statements Benefits statements.


Actuarial valuations financial severance benefit plans. growth rates


Management believes assumptions changes impact financial position. assumptions obligations experience advice outside actuaries. review severance benefit plan assumptions annually modify rates trends. changes amortized income.


fiscal year discount rates salary growth rates severance benefits. discount rates current interest rate liabilities. December 31, 2023 discount rates 4. 30% to. 80% 5. 10% to. 30% 2022. return corporate bond indices timing benefit payments. one percentage point decrease discount rates change benefit expense 2024. December 31, 2023 salary growth rates 5.% to 7. 5 8.% 2022. historical rates industry growth rates. Coupang, Inc. Form


benefit plan assumptions one decrease salary growth expense 2024.


January 2024 Farfetch Acquisition completed. initial accounting incomplete. preliminary value assets liabilities assumed. complete accounting first quarter 2024.


acquisition method recognize assets acquired liabilities assumed estimated values date. measure goodwill excess fair value transferred over values.


acquisition method requires judgment estimates assumptions values business combination date acquisition including assets liabilities non-controlling interests deferred tax allowances liabilities uncertain tax positions contingencies. estimates over one-year reflect new information measurement. provisional amounts assets adjustments decrease net income lower asset values consolidated balance sheet.


estimates uncertain relate future economic conditions cash flows assets customer behavior. results projections change record impairment charges. estimated economic lives assets depreciation amortization expense. change depreciation expenses accelerated slowed.


Note 1 Accounting Policies statements Part II 8 Annual Report 10-K. Coupang.


risks operations exposed market risks. Market risk loss financial position changes prices rates. fluctuations interest rates foreign currency credit.


December 31, 2023 cash equivalents restricted cash $5. 6 billion. Interest instruments risk. trading speculative used derivative instruments. risk variable rate debt undrawn Revolving Credit Agreement. variability cash. balance fixed floating rate instruments cash equivalents short investments. interest rate markets.


borrowings include variable interest rates. December 31, 2023 no balances. 10% change interest rates results. future borrowings Revolving Credit Facility interest market conditions.


accounts foreign ledgers maintained local currency translated USD financial statements. exposed exchange rates USD predominantly KRW.


generate revenue from customers Korea. align costs with revenue currency not always. geographic spread reliance products business financial condition impacted by volatility KRW foreign currencies.


Coupang, Inc. is USD. Korean subsidiary Coupang Corp. KRW. other subsidiaries utilize local currencies. Increases value USD affect items non-USD-denominated businesses financial statements. stronger USD results weaker USD. 10% adverse change exchange rates decline net revenues $2. 2 billion net income $175 million 2023.


may enter derivatives hedge foreign currency risk. difficult predict impact hedging results operations.


cash equivalents deposits loans banks credit risk. place high credit quality. risk duration contractual terms. management evaluates credit standards oversees risk. Coupang, Inc. Form 10-K


Independent Accounting Firm Statements Operations Income Balance Sheets Redeemable Units Stockholders Equity Cash Flows Financial Statements


Coupang.


Stockholders Coupang.


Statements Control Reporting


audited consolidated balance sheets Coupang Inc. subsidiaries December 31, 2023 2022 statements operations income redeemable preferred units equity cash flows three years 2023 condensed financial information Inc. December 2023 2022 Item 15(a)(2) financial. audited internal control financial reporting 2023 Internal Control - Integrated Framework (2013).


consolidated financial statements present financial position December 31, 2023 2022 results operations cash flows three accounting principles. Company maintained internal control financial reporting 2023 Internal Control - Integrated Framework (2013) COSO.


management responsible consolidated financial statements internal control assessment Annual Report Internal Control Reporting Item 9A. opinions consolidated financial statements internal control audits. public accounting firm Oversight Board independent. federal securities laws rules Securities and Exchange Commission PCAOB.


conducted audits PCAOB. standards require plan assurance consolidated financial statements free misstatement error fraud internal control.


audits of consolidated financial statements included risks misstatement error or fraud. examining evidence amounts disclosures. accounting principles estimates management presentation. audit of internal control over financial reporting included understanding risk material weakness testing design effectiveness control risk. other procedures necessary. audits provide reasonable basis for opinions.


internal control over financial reporting assurance reliability financial reporting preparation financial statements for accounting principles. includes policies procedures maintenance of records transactions dispositions assets assurance transactions recorded necessary preparation financial statements receipts expenditures with authorizations management directors prevention of unauthorized acquisition use disposition assets financial statements.


limitations control financial reporting prevent misstatements. projections future risk compliance deteriorate. Coupang, Inc. Form 10-K##57


critical audit matter from current period audit of consolidated financial statements communicated to audit committee relates to accounts disclosures material challenging complex judgments. communication alter our opinion on consolidated financial statements not separate opinion.


Notes 1 5 Company’s severance benefits obligation $396 million December 31, 2023. measures annually discount rates salary growth-related factors turnover mortality. reviews assumptions makes rates trends.


considerations valuation severance benefits obligation critical significant judgment management high auditor judgment subjectivity effort assumptions discount rates salary growth rates professionals specialized skill knowledge.


matter involved evaluating audit evidence forming opinion on consolidated financial statements. procedures included testing controls estimate severance benefits obligation. process actuarial model data assumptions discount rates salary growth rates. assumptions salary growth rates historical experience future experience. Professionals specialized actuarial model assumptions discount rates.


Company auditor 2014. Coupang.


millions share retail sales,338,488 revenue,160,245 revenues,383,583,406 Cost sales,193,873,455 Operating administrative operating cost expenses,695,900 income (loss(1,494) Interest income expense Income before taxes(93),542) Income tax expense Net income (loss,360(92)(1,543) Earnings per. Weighted average shares


notes consolidated statements. Coupang.


millions Net income (loss,360(1,543) income Foreign currency translation adjustments net tax severance benefits tax income income,340(1,559)


2023 2022 Assets Cash,243 Restricted cash Accounts receivable Inventories Prepaids assets Property equipment,465 Deferred tax-term lease deposits assets,346 Liabilities stockholders equity Accounts payable,099,622 Accrued expenses Deferred revenue Short-term borrowings debt liabilities,063 debt obligations,387 severance benefits liabilities,242,099 Commitments contingencies Redeemable interest Stockholders equity Common Stock 1,616 B capital,489 income deficit stockholders equity,08,414 liabilities equity,346


STATEMENTS REDEEMABLE CONVERTIBLE PREFERRED UNITS EQUITY Convertible Preferred Units Units A B Common Stock Paid-in Capital Income Deficit millions Balance December 31, 2020 Net loss Foreign currency translation adjustments net tax Actuarial loss severance benefits tax Issuance common units equity compensation Equity compensation Corporate Conversion Conversion common units Class A B common stock Issuance Class Adiscounts offering costs Conversion convertible notes Class A common stock issuance common stock stock options Corporate Conversion IPO issuance common stock settlement RSUs Conversion Equity compensation Corporate Conversion IPO Balance December 31, 2021 Coupang.Form 10-K Convertible Units Units A B Common Stock Paid Capital Income Deficit millions Balance December 31, 2021 Net loss Foreign currency translation adjustments net tax Actuarial gain severance benefits net tax Net issuance common stock stock options Issuance stock settlement stock units Equity-based compensation Balance December 31, 2022 Net income Foreign currency translation adjustments net taxloss severance benefits net tax issuance common stock stock options Issuance common stock settlement restricted stock units Equity-based compensation Balance December 31, 2023,489


millions Net income,360 Adjustments loss cash Depreciation amortization severance benefits Equity compensation Inventory losses fire Non-cash lease expense Deferred income taxes Non-cash operating assets liabilities Accounts receivable Inventories Other assets Accounts payable Accrued expenses liabilities Net cash Investing Purchases property activities Net cash Financing Class A common stock underwriting discounts Deferred offering costs common stock equity-based compensation short borrowings long-term debtRepayment borrowings long debt short-term borrowings financing activities cash financing exchange rate cash cash(14)(87)(81) cash equivalents restricted cash,409 Cash equivalents cash,687,810 end period#5,597,687,810


Coupang Inc. subsidiaries Delaware Korean market. mobile applications websites home apparel fresh food sporting goods electronics consumables travel restaurant content streaming advertising integrated technology fulfillment logistics infrastructure. headquartered United States operations South Korea Taiwan Singapore China India.


offering March 15 2021 issued sold 100 million Class A stock $35. share proceeds $3. 4 billion. Coupang converted Delaware Coupang Inc.


January 2024 Farfetch Holdings luxury fashion. Note 15 Subsequent Event Farfetch.


consolidated financial statements prepared accounting principles. include accounts-owned subsidiaries. intercompany accounts eliminated. amounts reclassified current. fiscal year ends December 31. References December 31.


preparation consolidated financial statements. GAAP requires estimates assumptions assets liabilities disclosure contingent liabilities revenues expenses. based estimates on historical experience assumptions. results differ.


two segments Product Developing. Note 3.


functional currency United States dollar. Korean Won Korean Coupang Corp. primary. other subsidiaries utilize local currencies. Assets liabilities translated. S. dollars exchange rate period. Revenue expenses translated. dollars average rates. Translation adjustments included income equity exchange rate changes cash. Transaction gains losses expense statements operations. Coupang. Form 10-K


recognize revenues expected consideration reductions estimated returns discounts loyalty rewards. excludes value taxes. Historical experience returns sale expected value. include transaction price reversal information. revenue contracts multiple obligations price allocated stand-alone selling price. determine charged customers.


Retail sales online sales. revenue recognized control customer delivery.


revenue includes commissions logistics fees from merchants. not seller inventory. process transactions record revenue commission agent. Commission revenue order merchant. Logistics fulfillment fees services rendered.


revenue includes online restaurant ordering delivery advertising services website mobile applications. Revenues recognized. Advertising revenue delivered clicks impressions.


subscription Rocket WOW Fresh no minimum spend Delivery Dawn Delivery discounts free shipping discounts content streaming. benefits obligation revenue recognized.


Deferred revenue relates retail sales recorded payments delivery. recognized following delivery.


discount coupons loyalty rewards revenue transactions defer revenue estimated selling price revenue future transactions. coupons rewards expire six months redeemed breakage significant. issue discount coupons rewards not earned purchase. not performance obligation reduction transaction price.


Cost sales purchase price products logistics costs. Inbound shipping handling costs inventory recognized. includes outbound shipping logistics expenses delivery costs restaurant delivery depreciation amortization.


receive suppliers programs rebates incentives discounts advertising services website mobile applications. record amounts prices cost sales inventory sold.


Operating administrative expenses include excluding sales. operating fulfillment centers Coupang. Form 10-K#66


service fees technology advertising corporate function depreciation amortization. Advertising expenses $711 million $605 million $433 million 2023 2022 2021.


account equity-based employee compensation U. S. GAAP grant-date value service period. determine fair value awards granted modified valuation techniques. Forfeitures estimated revised differ.


granted restricted equity units 2011 Equity Incentive Plan service performance. performance satisfied recorded equity compensation expense. fair value estimated market common units grant. outstanding awards converted into restricted stock units. granted RSUs service-based condition 2021 Equity Incentive Plan. grant-date fair value RSU recognized expense service period.


granted unit options 2011 Plan four years. Corporate Conversion awards converted into stock options. grant-date value stock option expense service period. Black-Scholes option-pricing model assumptions stock price volatility employee behaviors risk-free interest rate dividends. volatility historical volatility. risk-free interest rate yields U. S. Treasury securities.


accrue severance benefits Korean subsidiaries. Employee Retirement Benefit Act service severance pay rate.


recognize severance benefits obligation balance sheets adjustment operating expenses. obligations measured annually actuarial assumptions methodologies. discount rates salary growth rates employee-related factors turnover retirement age mortality. review assumptions rates trends.


Income taxes asset liability method. Deferred tax assets liabilities recognized future tax consequences financial statements. deferred liabilities determined financial statement tax basis tax rates.


deferred tax assets net valuation allowances future. Realization future taxable income. valuation allowance historical future projected taxable income positive negative evidence. Decreases tax expense increases additional expense. Global Intangible Low-taxed Income Coupang, Inc. ##2023 Form 10-K##67


provisions incremental tax foreign income. record liability GILTI.


recognize measure uncertain tax positions tax return two-step process. first step sustained examination appeals technical merits. second step tax position-likely-than-not criteria. measured largest benefit likelihood 50 percent settlement.


earnings per share net income shares common stock. Diluted earnings income shares common dilutive common stock.


two classes common stock A B equal rights dividends income. Earnings per share same B.


Cash equivalents liquid investments maturities three months purchase withdrawn penalty.


Restricted cash loan deposit interest debt repayments refunds payments suppliers. Restricted cash restrictions one year current consolidated balance sheets.


Accounts receivable carrying value credit losses. trade providers customers suppliers sellers. merchants payable. Receivables suppliers sellers advertising. credit losses experience age delinquency credit quality economic regulatory conditions forecasts. write accounts losses uncollectible. December 31, 2023 2022 net receivables customers sellers $71 million $64 million. allowance amounts immaterial periods.


inventories products accounted weighted average cost stated lower value. valuation requires judgments disposition sales returns liquidations recoverable values inventory categories.


Property equipment historical cost less depreciation amortization. buildings land improvements furniture software vehicles heavy. Depreciation calculated lives.


Depreciation amortization operating. Maintenance repairs charged. Coupang. Form 10-K


June 2021 fire damaged Deokpyeong center inventory building equipment assets. losses $158 million $138 million recognized general.


insured losses FC Fire investigations continue. September received refundable payments $79 million $59 million liabilities. insurance benefit consolidated. advances non-refundable unknown.


determine arrangement lease contract. Leases finance.


Lease obligations assets recognized present value payments. consider options extend. determine discount rate incremental borrowing rate. expense recognized straight term.


Leases twelve months expensed recognize liabilities ROU assets.


Long-lived assets reviewed for impairment carrying amount. include decline market value change adverse change. Impairment losses recorded if carrying value not recoverable future cash flows. measured difference between carrying amount estimated fair value. No losses for 2023 2022 2021.


financial instruments equivalents cash accounts receivable borrowings long-term debt. amounts borrowings accrued expenses value. Note 8 Value Measurement.


Cash equivalents restricted cash accounts receivable credit risk. institutions funds high credit 47% 70% institutions December 31, 2023 2022. receivable three companies 51% 41% December 2023 2022.


September 2022 Financial Accounting Standards Board issued 2022-04 Finance Programs Disclosure Obligations. requires finance terms balance sheet outstanding rollforward. disclosures financial statements rollforward disclosure effective fiscal years December 15 2023. Coupang, Inc. Form 10-K


2023 FASB issued ASU 2023-07 Reporting Improvements Disclosures. disclosures expenses Chief Operating Decision Maker. Early adoption. evaluating effect December 31, 2024 March 31, 2025.


December 2023 FASB issued ASU 2023-09 Improvements Disclosures. requires tax expenses. Early adoption. evaluating effect disclosures effective year December 2025.


net revenues millions retail sales,338,488 merchant services Other revenue net revenues,383,583,406


revenue disaggregation economic. retail sales online sales. Third-party merchant services commissions advertising delivery fees merchants. revenue Rocket WOW membership offerings.


Contract liabilities payments customer loyalty credits deferred revenue. recognized revenue $89 million $86 million $60 million 2023 2022 2021 payments.


own operate retail business Korean. Chief Maker Chief Executive Officer. two segments Product Commerce Developing Offerings. CODM performance.


Product Commerce includes Korean retail marketplace Rocket Fresh grocery advertising. Revenues online sales commissions logistics fulfillment fees mobile application Rocket WOW membership.


Offerings includes nascent Coupang Eats Play online content fintech retail operations Taiwan advertising products. Revenues restaurant retail operations Taiwan.


segment operating performance measure adjusted EBITDA. income before taxes depreciation amortization equity compensation interest. excludes impairments operations.


allocate expenses segments usage. CODM evaluate report segment. Coupang,. Form 10-K


operations segments reconciliation loss taxes millions Net Product Commerce,594,955,838 Developing Offerings net revenues,383,583,406 Product(361 Developing Offerings EBITDA(748) Reconciling items Depreciation amortization Equity compensation Interest expense income Other expense Fulfillment fire losses taxes,542


2021 Plan incentive stock options non-statutory options appreciation rights restricted stock awards performance awards equity-based awards. IPO awards provided 2011 Plan. 2021 Plan no further awards granted 2011 Plan forfeitures awards add amount. shares common stock increased January 1 each year 2022 through 2031 equal 5% capital stock last month or board. maximum,444,232 shares. As December 31, 2023 262,172,909 shares stock future grants.


Shares subject stock awards 2021 Plan terminate without paid cash reduce available for issuance. shares available for future grant if issued or forfeited.


RSUs vest 2 4 years recipient employee.


RSUs performance recorded $41 million equity compensation expense 2021 cumulative catch-up adjustment service. Unrecognized recognized remaining service periods.


2023 $601 million unamortized compensation costs RSU awards. 2. 4 years forfeitures. Coupang.


RSU activity RSUs December 31, 2022. 29 Granted. Vested. 63 Forfeited cancelled. December 2023.


information RSUs millions unit price grant-date value RSUs. 31. 24. value RSUs vesting


stock options granted estimated value shares. expire ten years grant.


compensation unvested options $1 million. 8 years forfeitures.


table stock option activity millions Average Exercise Price Contractual Term Intrinsic Value December 31, 2022. Forfeited cancelled. Exercised. Withheld. 31, 2023. Exercisable December 31, 2023. Expected vest December 2023.


stock options estimated grant term. volatility dividend yield interest rate. 62%


information stock options millions unit price value granted. 46 options exercised#57#131 Coupang. Form 10-K


table equity compensation statements millions Cost sales Operating administrative Total#326#262#249


severance benefits millions January 1#283 service cost Interest cost losses Payments plans(84) foreign currency translation) December 31#396 Noncurrent


$288 million $225 million 2023 2022.


cost millions service costs Interest cost Amortization service cost actuarial loss benefit cost#159#161


assumptions severance benefits 31, 2022 Discount rates. 30%. 80%. 10%. Salary growth rates.


principal actuarial assumptions net periodic cost Discount rates. 10. 30. 70. 73. 57 Salary growth rates. 24. 48.


maturity severance benefits December 31, 2023 1-2 2-5 5 severance benefits


Coupang.


income taxation subsidiaries States South Korea.


components income tax expense millions US dollars Current United States Foreign taxes Deferred States Foreign Deferred taxes Income tax expense


components income taxes millions US dollars United States Foreign(1,245) taxes#584(93),542)


Differences federal statutory rate consolidated level millions dollars Taxes federal statutory rate Differences Statutory rate difference valuation allowances Stock compensation Tax credit nondeductible expense Income tax expense


tax rate deferred tax assets GILTI tax credits equity compensation. Coupang.


income tax deferred assets liabilities 2023 2022 Deferred tax assets Provision allowances Depreciation expenses Amortization severance benefits Lease liabilities loss Tax credits deferred tax assets,385 valuation allowances valuation,303 Deferred liabilities Lease asset deferred tax liabilities assets


valuation allowances $82 million $1. 1 billion December 2023 2022. 2022 related Korea net operating loss carryforwards. 2023 improved profitability Korea realizability deferred tax assets. 2023 released valuation allowance Korea net operating loss deferred tax assets. carrying value deferred tax assets provision income taxes $905 million. Changes valuation allowances millions January 1 Changes Derecognition allowances Changes foreign exchange rates December 31


December 31, 2023 loss carryforwards $2. 6 billion offset future income. carryforwards expire 2026 2027 loss carryforwards,366


December 31, 2023 $255 million loss Taiwan Japan 2026. Coupang.


corporate tax credit $67 million taxes $49 million 2037.


tax positions December 2022.


tax years 2019 2023 2018 Korea.


table basic diluted earnings per share millions Net income (loss,360(1,543) Weighted-average shares net income Class A B stockholders Basic equity compensation awards Earnings per share. Diluted. Anti-dilutive shares


Fair value price sell asset transfer liability transaction market measurement date. measurements three levels inputs.


summarizes financial assets liabilities measured millions dollars Level 31, 2023 31, 2022 Money market trust equivalents#1,582 Money market fund cash


long-term debt recorded amortized cost. value estimated Level 2 current interest rates. approximates value December 2023 2022. Coupang.


summarizes property equipment millions 2023 2022 Land Buildings years Equipment furniture 8 years improvements Vehicles 6 years Software Construction Property,102,359 Accumulated depreciation,465


2023 2022 2021 $271 $229 $200.


Property equipment under construction fulfillment centers deposits recorded construction until ready transferred depreciated useful.


obligated leases for vehicles equipment warehouses facilities ten years. leases contain renewal options. not lease term payments excluded lease payments. leases include termination options restrictive covenants.


finance leases 2023 2022 property equipment balance sheets.


components operating lease cost millions#457#410#341 Variable short-term lease cost#499#450


cash flow leases millions Cash lease liabilities#445#367#288 assets lease obligations#428#426#599 increase lease assets remeasurements lease obligations#133#109


disclosed ROU assets lease lease modifications new leases. Coupang. Form 10-K


assumptions leases 31, 2023 2022 lease term. 7. discount rate. 77.


December 2023 entered leases $355 million recognized balance sheets. non-cancellable 1 10 years.


millions cash-flow Cash taxes refunds Cash interest Non-cash investing financing property equipment accounts Conversion common units Class A B common stock redeemable units Class A B stock convertible notes Class A common stock


table cash equivalents restricted cash consolidated balance sheets. 31, millions Current Cash equivalents,243 Restricted cash Noncurrent cash leasehold deposits Total cash equivalents restricted cash,687,810


agreements with institutions payment obligations. settle obligations discounted price. invoices require payment. invoices owed accounts payable $459 million $337 million as of December 31, 2023 2022. Coupang financial institutions terminate agreement. Coupang. Form 10-K##78


short borrowings Limit 31, 2023 Maturity Date rate September 2024 January 2024 December 2024.-term borrowings unamortized discounts-average interest rates.


interest rate AAA bonds. 35%.


short-term borrowings include credit loan institutions.


long-term debt millions Date Limit 31, 2023 rate Revolving Credit Facility 2024 Agreement 2024 interest rate days. August 2021. April 2023. March 2022. Loan 2024 Nov 2026. long-term debt current debt unamortized discounts-term debt


December 2023 pledged $882 million land.


2021 credit facility bear interest prime federal funds overnight bank borrowing rate. 50% adjusted Secured Overnight Financing Rate one-month interest 1.% SOFR margin 1.%.


2022 two-year Revolving Credit Agreement $124 million 91-day. secured $508 million inventories.


January 2024 Revolving amended maturity February 2026 principal $875 million. request commitments $1. 25 billion conditions.


Revolving Credit Facility covenants financial. guaranteed subsidiaries exceptions. Coupang. Form 10-K#79


Revolving Credit Facility Agreement leverage liquidity amounts.


April 2023 three-year $178 million fulfillment center land. pledged $214 million land collateral. 76%.


covenants borrowings agreements 2023 2022.


payments-term debt December 2023 millions 2024 2025 2026 2028


summarizes commitments December 31, 2023 millions purchase obligations-term debt interest leases 2024 2025 2028 undiscounted payments,130#822,245,197 lease lease commitments


Unconditional purchase obligations contracts year not balance sheets. technology construction software licenses. variable terms estimate obligation minimum pricing reporting date.


may become party to litigation legal proceedings. assess likelihood adverse judgments loss contingency assessments after probability loss. consider factors loss. determination reserves required for contingencies after each matter. reserves may change developments strategy. results final outcome on business financial position cash flows. litigation can defense settlement costs diversion management resources factors. Coupang, Inc. ##2023 Form 10-K##80


August 26, 2022 class action filed Coupang Class A common stock. Choi v. Coupang. former directors officers underwriters. Southern New York inaccurate misleading statements Coupang Registration Statement Sections 11 12 15 Securities Act 1933. amended May 22, 2023 securities fraud Sections 10 20 Securities Exchange Act 1934. seeks damages attorneys’ fees costs expenses. August December 2023 three stockholders’ derivative actions filed directors officers. Coupang nominal defendant. claims. breach fiduciary duty unjust enrichment violations securities laws. seek damages governance reforms relief. actions merit defend. estimate loss. no assurance scope outcome business financial position cash flows.


June 28, 2021 Korean Fair Trade Commission initiated Monopoly Regulation Fair Trade Act preferential treatments Coupang Private Label Business. investigating. defending practices.


Korean law issues civil administrative criminal proceedings. resolution fines orders alter processes criminal investigations charges. estimate penalties loss KFTC Investigations. no assurance scope outcome business financial position cash flows.


certificate incorporation two classes authorizes undesignated preferred stock privileges board. capital 10 billion Class A. 250 million Class B. 2 billion undesignated preferred stock. No preferred stock December 2023 2022.


shares Class A B identical except voting conversion transfer rights. A one vote. B twenty-nine votes. Class B into A transfer except transfers transferor retains sole dispositive power exclusive voting control B.


IPO March 2021 notes 171,750,446 shares Class A stock.


Accumulated income changes equity. foreign currency translation adjustments actuarial gains severance benefits. December 2023 2022 $43 million $45 million losses $(61 million $(43) million.


December 18 2023 acquisition Farfetch luxury $500 million loan subsidiaries.


established partnership loan acquiring business assets Farfetch. owned 80. 1% Coupang 19. 9% Coupang.


Capital Partners related. partnership results December 2023.


2023 $75 million. January 2024 $75 million. Financings capital contributions partners ownership percentages.


January 30 2024 acquisition Farfetch $150 million. $150 million loan Farfetch Acquisition. fund $200 million twelve months.


Farfetch subsidiary assumed Term Loans $633 million. payable October 20 2027 early repayment. quarterly installments. 25%. interest SOFR plus 6. 25% per annum. not guaranteed Coupang.


. Neil Mehta member Board Directors Managing Partner Greenoaks since April 2012. ownership Class A common stock.


timing initial accounting incomplete. information preliminary fair value assets liabilities assumed. expect complete accounting first quarter 2024.


Greenoaks’ 19. 9% put/call option acquisition seven years no public offering Farfetch. option calculated market value Farfetch. December 31, 2023 redeemable $15 million. January 2024 contributed $45 million acquisition Farfetch additional redeemable interest. Coupang. Form


Disagreements Financial Disclosure


December 31, 2023 disclosure controls procedures evaluated Chief Executive Chief Financial Officer assurance information reports Securities Exchange Act 1934 accumulated communicated management CFO timely decisions assurance information recorded processed summarized reported SEC’s rules forms.


CEO CFO December 31, 2023 disclosure controls assurance.


management internal control financial reporting Rules 13a-15 Exchange Act. Internal control assurance reliability preparation statements accounting principles.


management CEO CFO internal control financial reporting Internal Control Integrated Framework Sponsoring Organizations Treadway Commission.


management concluded effective December 31, 2023 Internal Control Framework.


control reporting December 2023 audited PricewaterhouseCoopers Item 8 Annual Report Form 10-K.


no changes in control financial reporting Rules 13a-15(d 15d-15) Exchange Act quarter December 31, 2023.


management CEO CFO disclosure controls internal control financial reporting prevent errors fraud. control system reasonable assurance objectives met. limitations no evaluation assurance issues fraud detected.


quarter 2023 director Section 16 officer Rule 10b5-1.


. Coupang. Form


information Directors Executive Officers Audit Committee Code Business Conduct Ethics incorporated Proxy Statement 2024 Annual Meeting filed SEC 120 days after December 31, 2023. disclose amendments Code Business Conduct Ethics waivers website.


Proxy Statement 2024 Annual Meeting filed SEC 120 days December 2023.


Ownership Owners Shareholder


Samil PricewaterhouseCoopers Seoul 1103).


Proxy Statement 2024 Annual Meeting Stockholders filed SEC December 2023. Coupang. Form 10-K


Documents filed Financial Statements


Financial Statement Schedules. 2023 2022 2021 Schedule I Condensed Financial Information Coupang Inc. Schedules not omitted information consolidated financial statements. Exhibit Number. Date. Incorporation. 12, 2021. Registrant. Amended Restated Registration Rights Agreement Registrant stockholders December 21, 2018. 12 2020. Securities. 3 2022. Indemnification Agreement Registrant directors executive officers. LLC Amended 2011 Equity Incentive Plan agreements. 11 2021. Equity Incentive Plan. 1 2023. Executive Severance Policy. Agreement Registrant Bom Kim.13, 2021. Agreement Registrant Gaurav Anand. Registrant Hanseung Kang. Registrant Harold Rogers. 2021. Agreement Registrant Pranam Kolari. Credit Guaranty Agreement February 27, 2021 Coupang. guarantors lenders JPMorgan Chase Bank. Amendment Revolving Credit Guaranty Agreement August 3 2021 Registrant guarantors lenders JPMorgan Chase Bank. 3 2022 Coupang. Amendment Revolving Credit Guaranty Agreement December 2, 2021 Registrant guarantors lenders JPMorgan Chase Bank. 3 2022.Amendment Revolving Credit Guaranty Agreement March 1 2022 Registrant guarantors lenders JPMorgan Chase Bank. 2022. Amendment June 29, 2023 Registrant guarantors lenders JPMorgan Chase Bank. 9 2023. Amendment Agreement January 29, 2024 Coupang. guarantors lenders JPMorgan Chase Bank. 1 2024. Non-Employee Director Compensation Policy. 9 2023. Annual RSU Award Notice Agreement Non-Employee Directors. 2022. RSU Award Notice Agreement Executives. 12 2022. Agreement. Agreement Company Tae Jung Kim. 10 2023.Purchase Agreement Farfetch Holdings PLC Administrators Surpique Acquisition Limited January 30 2024. Holdings PLC Fifth Amendment Credit Agreement Accession Fee Agreement January 30 2024. Subsidiaries Registrant. Samil PricewaterhouseCoopers accounting firm. Executive Officer Section 302. Financial Officer. Inc. Recoupment) Policy. Instance Document Interactive Data File tags Inline XBRL. Taxonomy Extension Schema. Extension. Taxonomy Extension Definition. Extension. Extension. Interactive Data File Exhibit 101


certifications Exhibit 32. 1. 2 Annual Report Form 10-K not filed Securities Exchange Commission incorporated filing Coupang Inc. Securities Act 1933 Exchange Act 1934 incorporation language. 10-K


millions Management service fee revenues Operating cost expenses(400 Interest expense income Loss equity subsidiaries(300(281) Equity Income before taxes Income tax expense Net income,360 income Foreign currency translation adjustments net tax Actuarial gain severance benefits tax income,340(1,559)


notes statements. Coupang. Form


millions 31, 2023 2022 Assets Cash Restricted cash assets Investment subsidiaries,438,141,426 Liabilities stockholders equity liabilities Stockholders equity Common stock paid capital,489 income deficit,383 stockholders equity,089,414 liabilities equity,141,426


millions Operating Net cash(58) Investing Capital contribution subsidiaries(725(1,274) Increase short-term loans Net cash investing activities(1,070) Financing Proceeds issuance common units preferred units costs Deferred offering costs issuance common stock/units equity compensation plan cash financing activities Cash cash increase equivalents(706) end period


Parent statements consolidated Coupang Inc. subsidiaries Part II Item 8 Form 10-K. accounting policies consistent Note 1 Part II Item 8 subsidiaries equity investments.


subsidiaries in Korea licenses regulated. pay dividends Parent company financial covenants positive net equity balance minimum low-risk cash-like assets current liability ratio. Parent regulatory restrictions dividend payments positive net equity balance current income.


Parent $875 million unsecured credit facility Note 12 Debt February 2026. December 31, 2023 no balance.


Parent guarantor subsidiaries pledged $79 million. Coupang. 10-K


. Coupang.


Section 13 Securities Exchange Act 1934 registrant report signed undersigned. Bom Kim Executive Officer Chairman Board


Securities Exchange Act 1934 report signed registrant capacities dates. Signature Bom Kim Executive Officer Chairman Board 28, 2024 Gaurav Anand Financial Officer Jonathan Lee Accounting Officer Neil Mehta 28, 2024 Jason Child Pedro Franceschi Benjamin Sun Ambereen Toubassy Kevin Warsh 28, 2024 Coupang, Inc. Form 10-K


global airline United States service safety innovation. served 190 million customers.


competitive advantages people culture reliability network loyalty financial foundation. Delta advantages.


Delta people culture competitive. 100,000 employees provide travel service satisfaction preference. Delta brand industry work passion. 11 Most Admired Company. 13. Glassdoor Best Places.


-leading profit sharing program aligns success 2023 $1. 4 billion. Shared Rewards program earned $53 million 2023.


committed reliability best performers best on-time arrival 2023. disruption honored Cirium Platinum Award 2024 most on-time airline North America. Wall Street Journal top airline 2023. on-time arrivals involuntary denied boardings.


serve 130 countries 700 destinations. 4,000 flights 280 destinations six continents.


network Atlanta Minneapolis. Paul Detroit Salt Lake City. passenger share competitive cost margins. Boston Los Angeles New-LaGuardia Seattle. revenue markets premium international service.


2023 restoring core coastal. leverage coastal gateways grow service.


operate hubs Amsterdam Bogota Lima London-Heathrow Mexico City Paris-Charles de Gaulle Santiago Sao Paulo Seoul-Incheon Tokyo. alliances Aeroméxico LATAM Airlines Group. Air France-KLM China Eastern Korean Air Virgin Atlantic choice. relationships access markets global travel experience. commercial joint sales marketing co-location airport. alliances equity investments.


global network 1,273 aircraft 2023 varied size. fleet acquiring fuel-efficient premium seating cargo. next-generation. 2023 43 aircraft A321neos A220-300s A330-900s. new aircraft 2019 28% fuel efficient seat mile retired 2019. 2024 purchase agreement Airbus 20 A350-1000 option 20. Deliveries 2026.


operational excellence service commitment trust Difference. elevating experience deploying aircraft airport investments New York-LaGuardia Los Angeles Salt Lake City investing digital transformation. investment service operations product airports technology brand domestic net promoter scores loyalty-pandemic. 2023 Delta trusted one Business Travel News Survey. Condé Nast Traveler. No. 12 TIME World's Best Companies 2023. 1 Points Guy's. Airlines fifth USA Today Best Airline 2023.


SkyMiles program lifetime members loyalty benefits personalizing engagement. aim increase value deepen engagement Delta partnerships brands SkyMiles currency beyond flight technology initiatives. continue trend increased value high-margin revenue resilient cash flows.


2023 profitability $2 billion free cash flow. 7. Management definitions reconciliations non-GAAP measures cash flow Information.


balance reducing debt priority. repaid $4. billion debt investment metrics.


decade transformed business people product reliability financial. diversified high-margin revenue advantages focus premium products Delta reduced reliance price sensitive. partnership American Express co-brand revenue consumer spending. Maintenance Repair Overhaul operation growth agreements jet engine manufacturers next generation platforms. cargo travel-adjacent services insurance car hotel rentals.


premium yield outpaced main cabin record paid load 2023 demand. grew premium seats Delta Premium Select. sale premium 62% tickets sold direct 2023. digital channels delta. com reservations specialists. Indirect channels online agencies agencies. fare product information available growth premium products.


SkyMiles program provides earn mileage credits Delta Connection partner airlines. Miles earned services partners. sell miles non-airline businesses airlines.


Miles redemptions flights upgrades Delta carriers donations charities. 2023 10% Delta award travel redeemed 30 million tickets. contract American Express. 2023 remuneration $6. 8 billion 10% 2024 $10 billion.


objective technology strategic differentiator. invest improvements experience operations people. investments include applications infrastructure access data. digital transformation enhances interactions personalized service experience brand revenue efficiency.


development technologies serve customers employees tools. digital platforms ground air. Fly Delta app digital travel concierge services notifications. ground investing smoother less stressful contactless travel experience. in-flight entertainment free Wi-Fi free SkyMiles account domestic flights full availability international regional aircraft. introduced Delta personalized experiences elevate consumer experience partnerships brands. employees investing applications meaningful interactions.


Venture Agreements. implemented four foreign carriers. equity investments. Note 4 Consolidated Financial Statements equity investments.


joint venture commercial cooperation sharing revenues profits losses marketing sales pricing revenue management network schedule planning activities. joint ventures joint venture with Air France KLM Virgin Atlantic transatlantic traffic flows. own 49% equity stake Virgin Atlantic 3% Air France KLM. with Aeroméxico trans-border traffic U. S. Mexico. 20% equity stake Grupo Aeroméxico. joint venture with LATAM traffic North South America 300 destinations. 10% equity stake LATAM. joint venture with Korean Air traffic flows United States Asia. own 15% common stock Hanjin-KAL largest shareholder Korean Air.


joint agreements approved granted antitrust immunity U. S. Department Transportation. immunity Aeroméxico subject pending renewal application dismissed Order Show Cause January 26, 2024. immunity renewal application.


Commercial Agreements China Eastern. 2% China Eastern marketing cooperation. codesharing loyalty program airport lounge sales.


. Aerolíneas Argentinas Aeroméxico Europa France China Eastern Czech Garuda Kenya KLM Korean Air Middle East Saudia TAROM Vietnam Virgin Atlantic Xiamen Airlines. network traffic service codesharing loyalty lounge cargo operations.


. marketing arrangements network. codesharing loyalty lounges promotions airport gates counters office co-location activities.


air service agreements domestic carriers traffic small medium-sized cities. match capacity demand.


regional carrier program Delta contractual arrangements "DL" code. arrangements Air. wholly subsidiary. Airways. Airlines.


agreements with regional carriers capacity purchase control scheduling pricing reservations ticketing seat inventories for flights under "DL" code. entitled to ticket cargo mail in-flight ancillary revenues. pay airlines amount in based on cost market rates. long-term ten years option to extend term. to terminate remove aircraft future.


SkyWest Airlines operates flights revenue agreement. fixed division revenues tickets.


global network cargo operations freight gateways. generate cargo revenues cargo space aircraft. member SkyTeam Cargo alliance eight six continents provide global solutions.


2023 cargo revenues lower yield demand.


businesses from airline operations maintenance 1,273 regional aircraft Delta TechOps serves airline customers. next-generation engines leading service provider sustainable engines. Delta Vacations provides packages consumers. excludes flight revenue.


Delta Vacations $840 million.


2023 outlined roadmap sustainable net-zero greenhouse gas emissions 2050. announced short medium long-term milestones progress. progress three renewal efficient older aircraft. Additions 2019 43 new aircraft 28% fuel efficient per seat mile retired 2019. CRJ-200 fleet 2023 least fuel-efficient fuel efficiency improvement 5. 5% compared 2019. future aviation technologies revolutionary aircraft. joined coalition Boeing Sustainable Flight Demonstrator program. aircraft design Transonic Truss-Braced Wing first. sold two retired MD-90 aircraft Boeing test planes. partnerships Airbus investment Joby Aviation transportation. modification split-scimitar winglets 737-900ER-weight 737-800 2023. three million gallons fuel savings annually.completed drag reduction system 737-800 Aero Design Labs.


operations Delta enhanced landing routing weight reduction. Carbon Council saved 20 million gallons jet fuel 2022 2023. reduction Council 2023 recyclable materials catering kitchens. paperless gates initiative 2023 printing. malfunctions paper maintenance costs saves 70 million pages 4,000 trees. operations 2023 purchased 500 electric ground support equipment baggage tractors loaders tow tractors. Lake Boston powered electricity.


investment sustainable aviation fuel 90% carbon emissions jet fuel lower alternatives net zero. SAF channeled lifecycle emissions safe engines. Global Sustainability Fuel teams SAF production offtake agreements producers. SAF. 2023 used three million gallons doubling 2022 utilization.


coalitions advocate policy incentives scale SAF market. founding member Americans Clean Aviation Fuels coalition. economic benefits market SAF fuels. founding member Minnesota SAF Hub partnership scaling SAF production.


global aviation industry-to-abate difficult decarbonize. goals expansion SAF market new technologies engagement partnerships alternative fuels costs.


Delta people culture advantage high-quality service. December 31, 2023 103,000 full-time equivalents 100,000.


human capital objectives attract retain develop people "Delta Difference" core brand. programs competitive compensation success promote teamwork collaboration. •Achieve high performance holistic wellbeing financial. professional community engagement. leadership training development. •Enhance culture workplace engaging equitable inclusive.


health safety employees objectives. Delta's Safety Management System safety culture risk safe experience.


commitment to diversity equity inclusion critical human capital Delta. global airline people reflect diversity customer. seek diverse talent broader representation. promote inclusion education training development insights 30,000 December 31, 2023.


equity learning 2023 80% officers racial equity workshop 2023. introduced diversity equity inclusion education program training.


reviewing revising systems practices policies diversity equity inclusion equitable outcomes. diverse talent pipeline hiring interview diversity college degree skills-first talent approach closing diversity gaps senior leadership representation women Black Latin/Hispanic.


believe listening engaging connecting human capital management objectives. open-door policy digital communication in-person events surveys satisfaction. senior management town hall discussions shares memos commitment culture. employee surveys engagement wellbeing diversity equity inclusion culture safety.


December 2023 20% full employees represented unions. airline employees bargaining Delta,960 31, 2026 Superintendents 1 2024 Endeavor Pilots 1 2029 31, 2027


pilots four-year Agreement March January.


200 refinery employees Monroe Energy represented United Steel Workers February 28, 2026. governed National Labor Relations Act self-help expiration. employees outside. represented unions councils local groups.


Labor unions represent groups not represented collective bargaining.


impacted by price availability aircraft fuel. purchase contracts protection against price increases availability. purchase fuel spot market offshore contracts refiners price. obtain adequate supplies fuel fuel Monroe gasoline diesel refined petroleum products crude oil operations.


table shows aircraft fuel consumption costs Fuel consumption expense year millions Price Per Total Operating 2023#3,926,069. 2022,482. 2021,778.


regional carriers agreements.


fuel hedge refinery.


Monroe subsidiaries operate Trainer refinery logistics Philadelphia. pipelines terminal jet fuel operations Northeastern U. New York hubs LaGuardia JFK. distinct boards. own Monroe mitigate refining maintain supply New York.


Refinery Operations. 200,000 barrels oil sources providers. 2023 Monroe maintenance turnaround addressed inspections equipment new Fluidized Catalyst Cracking Unit Reactor.


. Monroe exchange non-jet fuel products jet fuel operations.


. Delta evaluating integrating Monroe net zero future. sustainability ambitions include energy efficient lowest energy intensity greenhouse emissions. steam turbines efficient electric motors steam boilers. recovering methane GHG. 10% SAF goal Monroe evaluating producing SAF renewable fuels Trainer refinery additional analyses economic operational viability. production 2023 produced test renewable diesel.


derivative contracts fuel prices related Monroe’s inventory. contract commodity types test effectiveness targets. monitor hedge portfolio rebalance gains losses contracts.


airline industry competitive routes fares schedules reliability services products service loyalty programs. evolved mergers entries alliances. Consolidation carriers joint ventures altered landscape airlines alliances financial resources global networks competitive cost structures.


domestic operations competition American United Airlines Alaska JetBlue Southwest Airlines discount-low-cost Allegiant Air Avelo Breeze Airways Frontier Spirit Airlines. low costs lower fares destinations Delta. competition domestic hubs airports. competition small-sized markets regional jet operations other.


international operations foreign domestic carriers point-to. alliance marketing codesharing agreements. carriers international transportation European Asian Latin American cities. carriers access. passenger traffic. cities.


joint ventures U. S. foreign carriers received antitrust immunity coordinate networks schedules pricing sales inventory. alliances SkyTeam Star Alliance oneworld alliance American British enhanced competition international markets.


DOT Federal Aviation Administration air transportation. DOT certificates convenience necessity. carrier DOT domestic international transportation passengers. Airline Industry Deregulation Act 1978 airlines launch terminate service. airports restriction slot-controlled schedule-facilitated airports constraints small communities "Essential Air Services program.


DOT jurisdiction economic consumer protection unfair competition advertising denied boarding compensation baggage liability disabled passenger transportation. joint venture agreements carriers. economic allocation "slots carriers. FAA safety carrier flight operations certificates air space flight personnel aircraft certification maintenance.


routes codesharing regulated DOT governments foreign countries. authorities approval. President defense foreign policy.


Transportation Security Administration. Customs Border Protection Homeland Security civil aviation passenger baggage screening. passenger prescreening.


Airlines federal state laws. Department of Justice airline competition. U Postal Service transportation mail. Labor relations governed Railway Labor Act National Mediation Board. Environmental federal. Privacy passenger employee data laws.


Airlines set prices minimal regulation price competition. international fares rates DOT foreign countries. tickets sold agents fares subject commissions overrides discounts.


flight operations authorized by public convenience necessity exemptions limited-entry frequency awards DOT. approvals controlled by bilateral agreements multilateral. with permits approvals foreign countries. international air transportation governed by agreements. foreign changes in. aviation policies affect operations. Bilateral agreements. countries negotiated "Open Skies" agreements unrestricted access. foreign markets.


international route authorities subject periodic renewal. request extension appropriate. DOT renews temporary authorities carrier reasonable service no assurance. authorities renewed U. S. carrier.


three domestic foreign airports regulated governmental entities. Each slot authorization land take off specified.


. FAA regulates slots exemptions authorizations Reagan National Washington. LaGuardia JFK New York. operations require. London Heathrow Tokyo Haneda international airports regulated local slot coordinators International Air Transport Association Worldwide Scheduling Guidelines local law. slots authorizations flights expand operations change schedules. no assurance allocations policies.


U. S. airlines labor unions governed by Railway Labor Act. labor union unrepresented craft NMB application representation dispute authorization cards signed by 50% employees. NMB investigates dispute cards conducts election. if 50% votes for representation. certified union negotiations collective bargaining agreement with employer.


Railway Labor Act agreement airline labor union expire amendable. party request NMB federal mediator agreement. no agreement NMB impasse offer binding arbitration. rejects arbitration 30-day "cooling off period begins. parties engage "self-help unless. President appoints Presidential Emergency Board. PEB maintains quo additional 60 days. agreement engage self-help. includes strike union changes airline. Congress President prevent self-help legislation settlement.


Environmental Compliance. operations laws greenhouse emissions noise reduction water discharges drinking water storage petroleum substances hazardous waste.


subject to environmental laws obligations release regulated substances investigation remediation. Soil water impacts identified at current leaseholds domestic airports. program to investigate remediate sites. outcome resolution Consolidated Financial Statements.


2022. Environmental Protection Agency proposed polyfluoroalkyl Environmental Response Compensation Liability Act proposed Resource Conservation Recovery Act. EPA PFAS Safe Drinking Water Act. PFAS used consumer industrial products firefighting foams. states adopted regulations governing PFAS manufacture firefighting foam PFAS. proposed rule CERCLA airports airlines refineries liability cleanup PFAS contamination state laws require transition alternative fire suppression systems. Delta aircraft hangars PFAS. impact cost Delta.


Emissions. Aviation industry carbon impact climate change international U. S. 2016, adopted Carbon Offsetting Reduction Scheme International Aviation. goal carbon-neutral growth 2021. growth above carbon offsets lower carbon fuel. baseline 2021 2023 2019 travel 2022 baseline 85% 2019 2024 2035.


pilot phase CORSIA 2021 2023 followed first 2024 second phase 2027. Countries participate United States agreed. second phase mandatory including United States. U. S. government enacted legislation. operators CORSIA. submitted emissions reports international. no offsetting obligations COVID-19 international emissions exceed new baseline next phase (2024 – 2026). CORSIA program details affected political developments impact. increase operating costs.


EU requires aviation in Emissions Trading Scheme. airline flights European Economic Area subject to ETS purchase emissions allowances if exceeds free allowances. flights EEA through 2023 CORSIA. 2023 EU adopted legislation until 2027 review 2026 expansion flights departing EU EEA. United withdrawal from EU UK flights EU ETS regulated under separate UK ETS. domestic EEA.


2017 ICAO adopted standards emissions. applied fleet types 2020 in-production 2028. not in-service aircraft. 2021 EPA finalized GHG emission standards engines upheld legal challenges. standards apply in-service aircraft.


airline industry regulation emissions. taxes charges requirements permits allowances emission credits GHG. 2023 EU adopted legislation SAF mandate fuel airports. jet fuel 2% SAF 2025 increases to 70% 2050. cost. Additional regulation taxation regulatory permitting requirements jurisdictions costs. fuel costs. airports adopted GHG emission climate goals requirements impact operations changes investments infrastructure. monitoring evaluating impact developments.


. Airport Noise Capacity Act 1990 recognizes rights operators local noise abatement programs interstate commerce national air transportation system. local noise restrictions Stage 3 aircraft after October 1, 1990 require FAA approval. operations if regulations restrictive. foreign governments restrictions impact operations expenditures. 2022 Netherlands announced plan reduce flights Schiphol Airport. 2023 airlines challenged. against industry appeal Supreme Court. U. S. European Commission governments raised concerns. November 2023 Netherlands suspended phase second-phase plan reduce flights. outcome.


Refinery. Monroe refinery laws regulations discharge waste management pollution greenhouse emissions.


Energy Policy Act 2005, expanded Energy Independence Security Act 2007, Renewable Fuel Standard created targets fuel U. S. blending gasoline on-road diesel. Renewable Identification Numbers assigned fuels. compliance. refinery blending purchasing RINs. Monroe small purchase RINs secondary market. Market prices RINs volatile speculation EPA U. Congress compliance. June 2023 EPA finalized RFS volume requirements 2023 2024 2025. below projected production Transportation Fuels price RINs.


participate Civil Reserve Air Fleet program. military use aircraft crew resources. airlines emergencies war. agreed international aircraft contract September 30, 2024. activated three times since 1951 2021 Afghanistan withdrawal. troops.


. Bastian 66 Chief Executive Delta 2016 President 2007 Northwest Airlines. 2008 2007 Executive Vice President 2005 Financial Officer Acuity Brands Senior Vice President Controller April Vice President Controller 2000.


. Hauenstein 63 President Delta 2016 Executive Vice President Revenue Officer Network Planning Revenue 2006 July Revenue 2005 April Vice Commercial Operating Officer Alitalia Senior Vice President Continental Airlines Scheduling Vice President 2001.


Allison. Ausband Vice President 2021 Senior Vice President Vice President Reservation Sales Care 2010.


Bellemare 62 President Delta 2021 Bombardier 2015 United Technologies 2011 February 2015).


. Carter Vice President Delta Chief Legal Officer Partner Dorsey Whitney co Securities Litigation Policy Committee trial department.


Daniel. Janki 55 Vice President Delta 2021 Senior Vice President Power Portfolio 2020 June Business Portfolio Transformation Treasurer Business Operations CEO GE Energy Management.


John. Laughter 53 President Delta TechOps Chief Operations 2023 Executive Vice President 2021 Senior Vice President Flight Operations Corporate Safety Security Compliance Maintenance Operations Vice President Maintenance 2005 March 2008).


Samant 57 Vice President Delta 2018 Senior Vice President 2016 Digital Officer American International Group. 2015 Global Head. 2012 Managing Director Bank America 2012).


Steven. Sear 58 Vice President Delta 2016 Senior Vice President Vice President 2008 Northwest Airlines. 2005.


Joanne. Smith 65 Vice President Delta 2014 Senior Vice President In-Flight Service Vice Marketing President Vice Marketing Service 2004.


Mike Spanos 59 Delta 2023 President Six Flags Entertainment 2019 Asia Middle East North Africa PepsiCo. PepsiCo. 1993.


company website. delta. investor relations website. Annual Report 10-K Quarterly Reports 10-Q Current Reports Form 8-K amendments after filed Securities Exchange Commission. Information not incorporated Form 10-K securities filings part.


consider material risk factors Delta. risks affect business financial condition results operations future.


risk losses adverse publicity serious accident partners.


aircraft crash serious accident expose liability. insurance coverage appropriate may bear losses coverage not sufficient.


accident involving aircraft we operate regional could create negative perception about safety reliability harm our reputation travelers fly harm our business.


Breaches security technology systems compromise data expose liability disruption operations damage reputation adverse effect business.


business operations collect store sensitive data personal passengers employees business partners. secure operation networks systems business partners service providers critical to business operations strategy. cybersecurity risks must manage.


expect unauthorized parties access systems information business partners service providers fraud deception malicious code malware ransomware. successful actions harm systems compromise data networks partners remedial legal costs. Hardware software contain defects compromise information security.


methods obtain unauthorized access disable service sabotage systems evolving difficult to anticipate detect. review update procedures processes prevent unauthorized access misuse data. employees risks monitor update process control requirements third parties vendors for protection information customers. changing threats prevent all security breaches misuse. cybercriminals sophisticated cost of proactive defensive measures.


subject to global privacy security obligations customer focus privacy data security geopolitical risks international data transfer. compromise technology systems loss interruption disclosure misappropriation access information legal claims liability penalties disruption operations damage reputation affect business. costs breaches compromises material.


Disruptions interfere operations adverse business.


Disruptions information technology from technology error internal systems external interruption infrastructure power telecommunications internet. vulnerable to natural disasters terrorist attacks viruses hackers security issues. significant failure technology infrastructure networks impact operations customer service costs damage reputation. initiatives prevent disruptions disaster recovery plans experienced infrastructure disruptions. measures prevent future business disruption adverse financial consequences recent outages cloud providers.


Failure technology adverse effect business.


dependent on technology service operational effectiveness. electronic check in website airport kiosks FlyDelta mobile application. investments in technology delta. com FlyDelta mobile application-flight wireless internet check-in kiosks customer service applications biometric technology airport information displays security. investing in upgrades infrastructure transitioning to cloud-based technologies. performance reliability security technology critical. If business operations.


business results operations price aircraft fuel. High fuel costs crude oil.


impacted fuel. costs 21% 24% 20% operating expense 2023 2022 2021. prices volatile. 2023 average price gallon $2. 82. $3. 18.


acquire jet fuel Monroe agreements third parties. cost fuel subject volatility oil. purchased aircraft fuel Monroe. aircraft fuel contracts protection against price increases establish price market price indices.


passengers purchase tickets advance increase fuel price fare not increase. past increase fares offset increases fuel costs may future.


disruptions supply aircraft fuel Monroe business results.


Weather disasters political disputes oil-producing policy refining capacity environmental concerns events impact crude oil fuel supply shortages. Shortages business.


Unplanned disruptions production refinery jet fuel. Disruptions from major accident interruption supply crude oil work stoppages labor issues damage severe weather disasters terrorism. If refinery fuel negative results financial condition. financial benefits affected not recoverable insurance lost production repair costs.


Monroe's cost non-jet fuel products value financial benefits ownership refinery consolidated results.


commercial relationships airlines investments in carriers produce results returns.


strategy global network relationships with airlines joint ventures equity investments. involve challenges risks review renewal financial results satisfactory return. DOT's approval antitrust immunity agreement with Aeroméxico subject renewal application dismissed Order to Show Cause January 26, 2024. immunity remains pending adjudication renewal application.


dependent on carriers for network regions. work closely with control over operations business methods. operations disrupted or adverse results could be affected. If commercial arrangements not maintained investments assets could impaired business results affected.


significant disruption operations third parties including carriers could effect business results.


rely on operations performance third parties including regional carriers international alliance partners ground operation providers at airports. agreements with define service performance direct control over operations. operations disrupted performance issues compliance requirements revenue reduced expenses increased reputation harmed adverse effect business.


regional carriers including subsidiary Endeavor shortage pilots operating constraints. shortage carriers comply Endeavor perform reduce capacity affect revenue effect business results.


Agreements debt credit facilities SkyMiles financing include financial covenants. restrictions business failure default.


debt agreements contain financial covenants including credit facilities SkyMiles financing agreements minimum liquidity covenant. contain minimum coverage ratios. decline in coverage ratios trigger early amortization additional collateral. SkyMiles agreements restrict change policies procedures impair repayment debt. Complying with covenants limit operate business opportunities long-term.


covenants debt agreements subject to exceptions qualifications if comply waiver amendment refinance mitigating actions default. arrangements contain events default. default lenders noteholders declare outstanding amounts due repossess collateral aircraft assets. default indebtedness under agreement could result other agreements. significant indebtedness renegotiate repay refinance obligations no assurance.


Employee strikes labor disruptions.


business labor intensive pilots attendants ground support. December 31, 2023 20% workforce primarily pilots unionized. Relations air carriers labor unions governed Railway Labor Act agreement amendable. prohibits strikes self-help before after exhausted. NLRA governs relations union allows self help after expires.


we subsidiaries reach agreement with unionized work groups future or additional workforce unionized subject to work interruptions stoppages Railway Labor Act or NLRA. Strikes labor disputes with unionized employees business. third-party carriers agreement with unionized work groups subject to work interruptions stoppages operations.


results fluctuate.


results impacted by seasonality economic conditions control. Demand air travel higher June September international more vacation travel. seasonal demand financial results vary quarterly. Changes equity investments airlines cause fluctuations. factors results severe weather natural disasters disrupt service traffic problems. increases frequency thunderstorms hurricanes typhoons floods severe weather events global climate rising temperatures delays cancellations injuries fuel consumption loss revenue higher costs. results historical not indicative future interim not year.


environmental incident Monroe refinery financial results if insurance cover liability. damage reputation.


Monroe's refining operations to hazards explosions fires emissions natural catastrophes. incur losses cleanup costs fines sanctions third-party claims operations. insurance coverage cover all losses costs liabilities suffer losses uninsurable risks amounts greater than insurance coverage. insurance affected by conditions insurance market control. significant liability consolidated financial results. ownership environmental incident damage reputation financial results.


operation refinery Monroe subject environmental regulation. Failure regulation consolidated financial results.


Monroe’s operations subject to health safety laws regulations discharge waste management pollution greenhouse gas emissions change. incur fines sanctions cleanup costs third-party claims violations financial results. enactment new laws regulations increase expenditures Monroe restrict operations.


administering RFS. Energy Independence Security Act 2007, EPA compliance blending renewable fuels Transportation Fuels. RINs assigned renewable fuels. blended Fuels. refinery blending renewable fuels Fuels purchasing RINs.


Monroe small renewable fuels purchase majority RINs secondary market. exposed to market price RINs. Market prices volatile speculation EPA U. S. Congress compliance obligations. predict future prices. Monroe’s purchase results cash flows.


laws change minimum volumes renewable fuels blended with refined petroleum may increase. Increases volume products limit production RINs available relief financial results.


damage reputation brand publicity sustainability goals affect business financial results.


reputation global brand critical business. operate visible environment real-time exposure traditional social media. Adverse publicity social digital media. passengers social media interactions Delta. adverse publicity brand reputation damaged.


reputation brand impacted by failure environmental sustainability diversity equity inclusion goals public pressure negative perception environmental impact air travel. established goals to reduce greenhouse gas emissions. capital investment unable using existing fleet technologies fuel sources. climate strategy transition plan risks uncertainties on actions governments third parties capital investment research development government policies incentives to reduce cost production SAF technologies. damage to reputation brand business financial results litigation.


lose senior management key employees replaced comparable fail maintain culture business results.


dependent on experience industry knowledge officers employees design business plans. substantial turnover leadership employees comparable skills maintain company culture performance. attract retain senior management key personnel.


Disease outbreaks COVID-19 pandemic health threats future measures effect business.


COVID-19 pandemic measures spread concern about virus demand worldwide air travel business extended. Similar disease outbreaks health threats future could business.


operations employees quarantined sickened disease outbreak public health crisis governmental curfews "shelter place health orders restrictions. airport in-flight employees work impact service operations business.


unable predict disease outbreaks health threats customers behavior travel patterns business. future disease outbreaks revenues financial condition uncertain future developments.


Terrorist attacks business financial results.