What changed in this filing

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Item 1. Financial Statements

2021-10-29 compared with 2021-07-30 · 78 added, 83 removed, 466 unchanged (26% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Twelve Months Ended

September 30, Nine Months Ended

September 30, Twelve Months Ended

September 30,

2020 2021 2020 2021 2020 2021

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

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2020 2021 2020 2021

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

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2020 2021 2020 2021

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(in millions, except per share data)

December 31, 2020 June 30, 2021

December 31, 2020 September 30, 2021

Current assets:

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Three Months Ended

June 30, Six Months Ended

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

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2020 2021 2020 2021

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This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

The inventory valuation allowance, representing a write-down of inventory, was $ 2.3 billion and $ 2.4 billion as of December 31, 2020 and June 30, 2021.

The inventory valuation allowance, representing a write-down of inventory, was $ 2.3 billion and $ 2.4 billion as of December 31, 2020 and September 30, 2021.

Accounts Receivable, Net and Other

Included in “Accounts receivable, net and other” on our consolidated balance sheets are amounts primarily related to customers, vendors, and sellers.

As of December 31, 2020 and June 30, 2021, customer receivables, net, were $ 14.8 billion and $ 16.3 billion, vendor receivables, net, were $ 4.8 billion and $ 4.2 billion, and seller receivables, net, were $ 381 million and $ 646 million.

As of December 31, 2020 and September 30, 2021, customer receivables, net, were $ 14.8 billion and $ 17.7 billion, vendor receivables, net, were $ 4.8 billion and $ 4.0 billion, and seller receivables, net, were $ 381 million and $ 858 million.

Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory.

We estimate losses on receivables based on expected losses, including our historical experience of actual losses.

The allowance for doubtful accounts was $ 1.1 billion as of December 31, 2020 and June 30, 2021.

The allowance for doubtful accounts was $ 1.1 billion and $ 951 million as of December 31, 2020 and September 30, 2021.

Digital Video and Music Content

The total capitalized costs of video, which is primarily released content, and music as of December 31, 2020 and June 30, 2021 were $ 6.8 billion and $ 8.6 billion.

Total video and music expense was $ 2.8 billion and $ 3.1 billion in Q2 2020 and Q2 2021, and $ 5.2 billion and $ 6.2 billion for the six months ended June 30, 2020 and 2021.

The total capitalized costs of video, which is primarily released content, and music as of December 31, 2020 and September 30, 2021 were $ 6.8 billion and $ 10.1 billion.

Total video and music expense was $ 2.8 billion and $ 3.3 billion in Q3 2020 and Q3 2021, and $ 8.0 billion and $ 9.4 billion for the nine months ended September 30, 2020 and 2021.

Unearned Revenue

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Unearned revenue primarily relates to prepayments of AWS services and Amazon Prime memberships.

Our total unearned revenue as of December 31, 2020 was $ 11.6 billion, of which $ 6.7 billion was recognized as revenue during the six months ended June 30, 2021.

Included in “Other long-term liabilities” on our consolidated balance sheets was $ 1.9 billion of unearned revenue as of December 31, 2020 and June 30, 2021.

Our total unearned revenue as of December 31, 2020 was $ 11.6 billion, of which $ 8.4 billion was recognized as revenue during the nine months ended September 30, 2021.

Included in “Other long-term liabilities” on our consolidated balance sheets was $ 1.9 billion and $ 2.0 billion of unearned revenue as of December 31, 2020 and September 30, 2021.

Additionally, we have performance obligations, primarily related to AWS, associated with commitments in customer contracts for future services that have not yet been recognized in our consolidated financial statements.

For contracts with original terms that exceed one year, those commitments not yet recognized were $ 60.7 billion as of June 30, 2021.

For contracts with original terms that exceed one year, those commitments not yet recognized were $ 66.3 billion as of September 30, 2021.

The weighted-average remaining life of our long-term contracts is 3.7 years.

2 unchanged sentences

Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

As of December 31, 2020 and June 30, 2021, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S.

As of December 31, 2020 and September 30, 2021, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S.

and foreign government and agency securities, other investment grade securities, and marketable equity securities.

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Other marketable securities were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data.

We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2020 and June 30, 2021.

We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2020 and September 30, 2021.

The following table summarizes, by major security type, our cash, cash equivalents, restricted cash, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):

December 31, 2020 June 30, 2021

December 31, 2020 September 30, 2021

Fair Value Cost or

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___________________

(1) The related unrealized gain (loss) recorded in “Other income (expense), net” was $ 235 million and $ 119 million in Q2 2020 and Q2 2021, and $ 204 million and $ 122 million for the six months ended June 30, 2020 and 2021.

(1) The related unrealized gain (loss) recorded in “Other income (expense), net” was $ 150 million and $( 116 ) million in Q3 2020 and Q3 2021, and $ 351 million and $ 6 million for the nine months ended September 30, 2020 and 2021.

(2) We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable securities primarily as collateral for real estate, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit.

1 unchanged sentence

See “Note 4 — Commitments and Contingencies.”

The following table summarizes the remaining contractual maturities of our cash equivalents and marketable fixed income securities as of June 30, 2021 (in millions):

The following table summarizes the remaining contractual maturities of our cash equivalents and marketable fixed income securities as of September 30, 2021 (in millions):

Cost Estimated

7 unchanged sentences

We hold equity warrants giving us the right to acquire stock of other companies.

As of December 31, 2020 and June 30, 2021, these warrants had a fair value of $ 3.0 billion and $ 3.6 billion, and are recorded within “Other assets” on our consolidated balance sheets with gains and losses recognized in “Other income (expense), net” on our consolidated statements of operations.

As of December 31, 2020 and September 30, 2021, these warrants had a fair value of $ 3.0 billion and $ 3.4 billion, and are recorded within “Other assets” on our consolidated balance sheets with gains and losses recognized in “Other income (expense), net” on our consolidated statements of operations.

These warrants are primarily classified as Level 2 assets.

As of December 31, 2020 and June 30, 2021, equity investments not accounted for under the equity-method and without readily determinable fair values, had a carrying value of $ 2.7 billion and $ 3.7 billion, and are recorded within “Other assets” on our consolidated balance sheets with adjustments recognized in “Other income (expense), net” on our consolidated statements of operations.

As of December 31, 2020 and September 30, 2021, equity investments not accounted for under the equity-method and without readily determinable fair values, including preferred stock of Rivian Automotive, Inc.

representing an approximately 20 % ownership interest, had a carrying value of $ 2.7 billion and $ 3.8 billion, and are recorded within “Other assets” on our consolidated balance sheets with adjustments recognized in “Other income (expense), net” on our consolidated statements of operations.

Consolidated Statements of Cash Flows Reconciliation

The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown in the consolidated statements of cash flows (in millions):

December 31, 2020 June 30, 2021

December 31, 2020 September 30, 2021

Cash and cash equivalents $ 42,122 $ 29,944

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We have entered into non-cancellable operating and finance leases for fulfillment, delivery, office, physical store, data center, and sortation facilities as well as server and networking equipment, vehicles, and aircraft.

Gross assets acquired under finance leases, inclusive of those where title transfers at the end of the lease, are recorded in “ Property and equipment, net ” and were $ 68.1 billion and $ 70.2 billion as of December 31, 2020 and June 30, 2021.

Accumulated amortization associated with finance leases was $ 36.5 billion and $ 39.9 billion as of December 31, 2020 and June 30, 2021.

Gross assets acquired under finance leases, inclusive of those where title transfers at the end of the lease, are recorded in “ Property and equipment, net ” and were $ 68.1 billion and $ 71.3 billion as of December 31, 2020 and September 30, 2021.

Accumulated amortization associated with finance leases was $ 36.5 billion and $ 41.7 billion as of December 31, 2020 and September 30, 2021.

Lease cost recognized in our consolidated statements of operations is summarized as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2020 2021 2020 2021

7 unchanged sentences

Other information about lease amounts recognized in our consolidated financial statements is as follows:

December 31, 2020 June 30, 2021

December 31, 2020 September 30, 2021

Weighted-average remaining lease term – operating leases 10.7 years 11.3 years

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Total long-term lease liabilities $ 34,513 $ 18,060 $ 52,573

June 30, 2021

September 30, 2021

Operating Leases Finance Leases Total

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Note 4 — COMMITMENTS AND CONTINGENCIES

The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of June 30, 2021 (in millions):

Six Months Ended December 31, Year Ended December 31,

The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of September 30, 2021 (in millions):

Three Months Ended December 31, Year Ended December 31,

2021 2022 2023 2024 2025 Thereafter Total

9 unchanged sentences

(1) Includes non-cancellable financing obligations for fulfillment, sortation, and data center facilities.

Excluding interest, current financing obligations of $ 111 million and $ 132 million are recorded within “Accrued expenses and other” and $ 3.4 billion and $ 3.8 billion are recorded within “Other long-term liabilities” as of December 31, 2020 and June 30, 2021.

The weighted-average remaining term of the financing obligations was 19.0 and 18.8 years and the weighted-average imputed interest rate was 3.8 % and 3.7 % as of December 31, 2020 and June 30, 2021.

Excluding interest, current financing obligations of $ 111 million and $ 185 million are recorded within “Accrued expenses and other” and $ 3.4 billion and $ 5.8 billion are recorded within “Other long-term liabilities” as of December 31, 2020 and September 30, 2021.

The weighted-average remaining term of the financing obligations was 19.0 and 19.1 years and the weighted-average imputed interest rate was 3.8 % and 3.4 % as of December 31, 2020 and September 30, 2021.

(2) Includes unconditional purchase obligations related to certain products offered in our Whole Foods Market stores and long-term agreements to acquire and license digital media content that are not reflected on the consolidated balance sheets.

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We expect to fund this acquisition with cash on hand.

Pledged Assets

As of December 31, 2020 and June 30, 2021, we have pledged or otherwise restricted $ 875 million and $ 882 million of our cash, cash equivalents, and marketable securities, and certain property and equipment primarily as collateral for real estate, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit.

Additionally, we have pledged our cash and seller receivables for debt related to our Credit Facility.

See “Note 5 — Debt.”

Other Contingencies

6 unchanged sentences

Legal Proceedings

On July 16, 2021, the Luxembourg National Commission for Data Protection (the “CNPD”) issued a decision against Amazon Europe Core S.à r.l.

claiming that Amazon’s processing of personal data did not comply with the EU General Data Protection Regulation.

The decision imposes a fine of € 746 million and corresponding practice revisions.

We believe the CNPD’s decision to be without merit and intend to defend ourselves vigorously in this matter.

Beginning in March 2020, with Frame-Wilson v.

Amazon.com, Inc.

filed in the United States District Court for the Western District of Washington, a number of cases have been filed in the U.S.

and Canada alleging, among other things, price fixing arrangements between Amazon.com, Inc.

and third-party sellers in Amazon’s stores, monopolization and attempted monopolization, and consumer protection and unjust enrichment claims.

Some of the cases include allegations of several distinct purported classes, including consumers who purchased a product through Amazon’s stores and consumers who purchased a product offered by Amazon through another e-commerce retailer.

The complaints seek billions of dollars of alleged actual damages, treble damages, punitive damages, and injunctive relief.

Individuals have also initiated arbitrations based on substantially similar allegations.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

The Company is involved from time to time in claims, proceedings, and litigation, including the matters described in Item 8 of Part II, “Financial Statements and Supplementary Data — Note 7 — Commitments and Contingencies — Legal Proceedings” of our 2020 Annual Report on Form 10-K and in Item 1 of Part I, “Financial Statements — Note 4 — Commitments and Contingencies — Legal Proceedings” of our Quarterly Report on Form 10-Q for the period ended June 30, 2021, as supplemented by the following:

Following an investigation that included an initial Statement of Objections, in September 2021 the Italian Competition Authority issued a subsequent Statement of Objections against Amazon Services Europe S.à r.l., Amazon Europe Core S.à r.l., Amazon EU S.à r.l., Amazon Italia Services S.r.l., and Amazon Italia Logistica S.r.l.

alleging that certain of our marketplace and logistics practices in Italy infringe EU competition rules.

The subsequent Statement of Objections seeks to impose unspecified fines and remedial actions that could materially impact our operations in Italy.

We disagree with the allegations and intend to defend ourselves vigorously in this matter.

In addition, we are regularly subject to claims, litigation, and other proceedings, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy and data protection, consumer protection, commercial disputes, goods and services offered by us and by third parties, and other matters.

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Note 5 — DEBT

As of June 30, 2021, we had $ 50.7 billion of unsecured senior notes outstanding (the “Notes”).

As of September 30, 2021, we had $ 50.7 billion of unsecured senior notes outstanding (the “Notes”).

We issued $ 18.5 billion of Notes in May 2021, of which $ 1.0 billion was issued for green or social projects, such as projects related to clean transportation, renewable energy, sustainable buildings, affordable housing, or socioeconomic advancement and empowerment, and the remainder for general corporate purposes.

We also had other long-term debt and borrowings under our credit facility of $ 924 million and $ 1.0 billion as of December 31, 2020 and June 30, 2021.

We also had other long-term debt and borrowings under our credit facility of $ 924 million and $ 626 million as of December 31, 2020 and September 30, 2021.

Our total long-term debt obligations are as follows (in millions):

Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2020 June 30, 2021

Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2020 September 30, 2021

2012 Notes issuance of $ 3.0 billion

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___________________

(1) The weighted-average remaining lives of the 2012, 2014, 2017, 2020, and 2021 Notes were 1.4 , 11.3 , 15.7 , 18.2 , and 14.8 years as of June 30, 2021.

The combined weighted-average remaining life of the Notes was 15.1 years as of June 30, 2021.

(1) The weighted-average remaining lives of the 2012, 2014, 2017, 2020, and 2021 Notes were 1.2 , 11.1 , 15.5 , 18.0 , and 14.6 years as of September 30, 2021.

The combined weighted-average remaining life of the Notes was 14.8 years as of September 30, 2021.

Interest on the Notes is payable semi-annually in arrears.

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We are not subject to any financial covenants under the Notes.

The estimated fair value of the Notes was approximately $ 37.7 billion and $ 54.6 billion as of December 31, 2020 and June 30, 2021, which is based on quoted prices for our debt as of those dates.

The estimated fair value of the Notes was approximately $ 37.7 billion and $ 54.3 billion as of December 31, 2020 and September 30, 2021, which is based on quoted prices for our debt as of those dates.

We have a $ 740 million secured revolving credit facility with a lender that is secured by certain seller receivables, which we may from time to time increase in the future subject to lender approval (the “Credit Facility”).

The Credit Facility is available until October 2022, bears interest at the London interbank offered rate (“LIBOR”) plus 1.40 %, and has a commitment fee of 0.50 % on the undrawn portion.

There were $ 338 million and $ 503 million of borrowings outstanding under the Credit Facility as of December 31, 2020 and June 30, 2021, which had a weighted-average interest rate of 3.0 % and 2.9 %, respectively.

As of December 31, 2020 and June 30, 2021, we have pledged $ 398 million and $ 580 million of our cash and seller receivables as collateral for debt related to our Credit Facility.

The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2020 and June 30, 2021.

Other long-term debt, including the current portion, had a weighted-average interest rate of 2.9 % as of December 31, 2020 and June 30, 2021.

We used the net proceeds from the issuance of this debt primarily to fund certain business operations.

The estimated fair value of other long-term debt, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2020 and June 30, 2021.

We have a commercial paper program (the “Commercial Paper Program”) under which we may from time to time issue unsecured commercial paper up to a total of $ 10.0 billion at any time, with individual maturities that may vary but will not exceed 397 days from the date of issue.

There were $ 725 million of borrowings outstanding under the Commercial Paper Program as of December 31, 2020 and June 30, 2021, which were included in “Accrued expenses and other” on our consolidated balance sheets and had a weighted-average effective interest rate, including issuance costs, of 0.11 % and 0.08 %, respectively.

There were $ 338 million and $ 626 million of borrowings outstanding under the Credit Facility as of December 31, 2020 and September 30, 2021, which had a weighted-average interest rate of 3.0 % and 2.8 %, respectively.

As of December 31, 2020 and September 30, 2021, we have pledged $ 398 million and $ 719 million of our cash and seller receivables as collateral for debt related to our Credit Facility.

The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2020 and September 30, 2021.

Dollar and Euro commercial paper programs (the “Commercial Paper Programs”) under which we may from time to time issue unsecured commercial paper up to a total of $ 10.0 billion (including up to € 3.0 billion) at the date of issue, with individual maturities that may vary but will not exceed 397 days from the date of issue.

There were $ 725 million of borrowings outstanding under the Commercial Paper Programs as of December 31, 2020 and September 30, 2021, which were included in “Accrued expenses and other” on our consolidated balance sheets and had a weighted-average effective interest rate, including issuance costs, of 0.11 % and 0.07 %, respectively.

We use the net proceeds from the issuance of commercial paper for general corporate purposes.

2 unchanged sentences

The interest rate applicable to outstanding balances under the amended and restated Credit Agreement is LIBOR plus 0.50 %, with a commitment fee of 0.04 % on the undrawn portion of the credit facility.

There were no borrowings outstanding under the Credit Agreement as of December 31, 2020 and June 30, 2021.

There were no borrowings outstanding under the Credit Agreement as of December 31, 2020 and September 30, 2021.

We also utilize other short-term credit facilities for working capital purposes.

These amounts are included in “Accrued expenses and other” on our consolidated balance sheets.

In addition, we had $ 5.8 billion of unused letters of credit as of June 30, 2021.

In addition, we had $ 6.9 billion of unused letters of credit as of September 30, 2021.

Note 6 — STOCKHOLDERS’ EQUITY

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In February 2016, the Board of Directors authorized a program to repurchase up to $ 5.0 billion of our common stock, with no fixed expiration.

There were no repurchases of common stock during the six months ended June 30, 2020 or 2021.

There were no repurchases of common stock during the nine months ended September 30, 2020 or 2021.

Stock Award Activity

Common shares outstanding plus shares underlying outstanding stock awards totaled 518 million and 522 million as of December 31, 2020 and June 30, 2021.

Common shares outstanding plus shares underlying outstanding stock awards totaled 518 million and 523 million as of December 31, 2020 and September 30, 2021.

These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2021 2020 2021

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Total stock-based compensation expense $ 2,288 $ 3,180 $ 6,646 $ 9,077

The following table summarizes our restricted stock unit activity for the six months ended June 30, 2021 (in millions):

The following table summarizes our restricted stock unit activity for the nine months ended September 30, 2021 (in millions):

Number of Units Weighted-Average

3 unchanged sentences

Units forfeited ( 1.6 ) 2,232

Outstanding as of June 30, 2021 15.7 2,430

Scheduled vesting for outstanding restricted stock units as of June 30, 2021, is as follows (in millions):

Six Months Ended December 31, Year Ended December 31,

Outstanding as of September 30, 2021 15.6 2,552

Scheduled vesting for outstanding restricted stock units as of September 30, 2021, is as follows (in millions):

Three Months Ended December 31, Year Ended December 31,

2021 2022 2023 2024 2025 Thereafter Total

Scheduled vesting — restricted stock units 1.8 5.5 5.2 2.1 0.7 0.3 15.6

As of June 30, 2021, there was $ 18.3 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements.

As of September 30, 2021, there was $ 18.2 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements.

This compensation is recognized on an accelerated basis with approximately half of the compensation expected to be expensed in the next twelve months, and has a remaining weighted-average recognition period of 1.1 years.

The estimated forfeiture rate as of December 31, 2020 and June 30, 2021 was 27 %.

The estimated forfeiture rate as of December 31, 2020 and September 30, 2021 was 27 %.

Changes in our estimates and assumptions relating to forfeitures may cause us to realize material changes in stock-based compensation expense in the future.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2021 2020 2021

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federal research and development credit and adversely affected by state income taxes.

Our income tax provisions for the six months ended June 30, 2020 and 2021 were $ 1.7 billion and $ 3.0 billion, which included $ 831 million and $ 1.4 billion of net discrete tax benefits primarily attributable to excess tax benefits from stock-based compensation and, in 2021, audit-related developments.

Cash paid for income taxes, net of refunds was $ 486 million and $ 1.8 billion in Q2 2020 and Q2 2021, and $ 791 million and $ 2.6 billion for the six months ended June 30, 2020 and 2021.

As of December 31, 2020 and June 30, 2021, tax contingencies were approximately $ 2.8 billion.

Our income tax provisions for the nine months ended September 30, 2020 and 2021 were $ 2.3 billion and $ 4.2 billion, which included $ 1.5 billion and $ 1.7 billion of net discrete tax benefits primarily attributable to excess tax benefits from stock-based compensation and audit-related developments.

Cash paid for income taxes, net of refunds was $ 502 million and $ 750 million in Q3 2020 and Q3 2021, and $ 1.3 billion and $ 3.4 billion for the nine months ended September 30, 2020 and 2021.

As of December 31, 2020 and September 30, 2021, tax contingencies were approximately $ 2.8 billion and $ 2.9 billion.

Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact our tax contingencies.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2021 2020 2021

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2020 2021 2020 2021

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements