AMAZON COM INC 10-Q

Item 1. Financial Statements AMAZON.COM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Three Months Ended March 31, Twelve Months Ended March 31, 2021 2022 2021 2022 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD $ 42,377 $ 36,477 $ 27,505 $ 34,155 OPERATING ACTIVITIES: Net income (loss) 8,107 ( 3,844 ) 26,903 21,413 Adjustments to reconcile net income (loss) to net cash from operating activities: Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other 7,508 8,978 27,397 35,766 Stock-based compensation 2,306 3,250 9,757 13,701 Other operating expense (income), net 30 215 ( 108 ) 322 Other expense (income), net ( 1,456 ) 8,689 ( 4,603 ) ( 4,161 ) Deferred income taxes 1,703 ( 2,001 ) 827 ( 4,014 ) Changes in operating assets and liabilities: Inventories ( 304 ) ( 2,614 ) ( 4,545 ) ( 11,797 ) Accounts receivable, net and other ( 2,255 ) ( 1,516 ) ( 11,686 ) ( 17,424 ) Accounts payable ( 8,266 ) ( 9,380 ) 17,258 2,488 Accrued expenses and other ( 4,060 ) ( 5,903 ) 4,455 280 Unearned revenue 900 1,336 1,558 2,750 Net cash provided by (used in) operating activities 4,213 ( 2,790 ) 67,213 39,324 INVESTING ACTIVITIES: Purchases of property and equipment ( 12,082 ) ( 14,951 ) ( 45,427 ) ( 63,922 ) Proceeds from property and equipment sales and incentives 895 1,209 4,624 5,971 Acquisitions, net of cash acquired, and other ( 630 ) ( 6,341 ) ( 2,864 ) ( 7,696 ) Sales and maturities of marketable securities 17,826 22,753 56,437 64,311 Purchases of marketable securities ( 14,675 ) ( 1,764 ) ( 72,153 ) ( 47,246 ) Net cash provided by (used in) investing activities ( 8,666 ) 906 ( 59,383 ) ( 48,582 ) FINANCING ACTIVITIES: Common stock repurchased — ( 2,666 ) — ( 2,666 ) Proceeds from short-term debt, and other 1,926 13,743 8,105 19,773 Repayments of short-term debt, and other ( 2,001 ) ( 6,231 ) ( 7,547 ) ( 11,983 ) Proceeds from long-term debt 111 — 10,560 18,892 Repayments of long-term debt ( 39 ) — ( 1,556 ) ( 1,551 ) Principal repayments of finance leases ( 3,406 ) ( 2,777 ) ( 11,448 ) ( 10,534 ) Principal repayments of financing obligations ( 67 ) ( 79 ) ( 103 ) ( 174 ) Net cash provided by (used in) financing activities ( 3,476 ) 1,990 ( 1,989 ) 11,757 Foreign currency effect on cash, cash equivalents, and restricted cash ( 293 ) 16 809 ( 55 ) Net increase (decrease) in cash, cash equivalents, and restricted cash ( 8,222 ) 122 6,650 2,444 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD $ 34,155 $ 36,599 $ 34,155 $ 36,599 See accompanying notes to consolidated financial statements. 3 Table of Contents AMAZON.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) (unaudited) Three Months Ended March 31, 2021 2022 Net product sales $ 57,491 $ 56,455 Net service sales 51,027 59,989 Total net sales 108,518 116,444 Operating expenses: Cost of sales 62,403 66,499 Fulfillment 16,530 20,271 Technology and content 12,488 14,842 Sales and marketing 6,207 8,320 General and administrative 1,987 2,594 Other operating expense (income), net 38 249 Total operating expenses 99,653 112,775 Operating income 8,865 3,669 Interest income 105 108 Interest expense ( 399 ) ( 472 ) Other income (expense), net 1,697 ( 8,570 ) Total non-operating income (expense) 1,403 ( 8,934 ) Income (loss) before income taxes 10,268 ( 5,265 ) Benefit (provision) for income taxes ( 2,156 ) 1,422 Equity-method investment activity, net of tax ( 5 ) ( 1 ) Net income (loss) $ 8,107 $ ( 3,844 ) Basic earnings per share $ 16.09 $ ( 7.56 ) Diluted earnings per share $ 15.79 $ ( 7.56 ) Weighted-average shares used in computation of earnings per share: Basic 504 509 Diluted 513 509 See accompanying notes to consolidated financial statements. 4 Table of Contents AMAZON.COM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions) (unaudited) Three Months Ended March 31, 2021 2022 Net income (loss) $ 8,107 $ ( 3,844 ) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax of $ 13 and $( 16 ) ( 374 ) ( 333 ) Net change in unrealized gains (losses) on available-for-sale debt securities: Unrealized gains (losses), net of tax of $ 30 and $ 1 ( 98 ) ( 662 ) Reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $ 4 and $ 0 ( 14 ) 6 Net unrealized gains (losses) on available-for-sale debt securities ( 112 ) ( 656 ) Total other comprehensive income (loss) ( 486 ) ( 989 ) Comprehensive income (loss) $ 7,621 $ ( 4,833 ) See accompanying notes to consolidated financial statements. 5 Table of Contents AMAZON.COM, INC. CONSOLIDATED BALANCE SHEETS (in millions, except per share data) December 31, 2021 March 31, 2022 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 36,220 $ 36,393 Marketable securities 59,829 29,992 Inventories 32,640 34,987 Accounts receivable, net and other 32,891 32,504 Total current assets 161,580 133,876 Property and equipment, net 160,281 168,468 Operating leases 56,082 56,161 Goodwill 15,371 20,229 Other assets 27,235 32,033 Total assets $ 420,549 $ 410,767 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 78,664 $ 68,547 Accrued expenses and other 51,775 58,141 Unearned revenue 11,827 12,820 Total current liabilities 142,266 139,508 Long-term lease liabilities 67,651 65,731 Long-term debt 48,744 47,556 Other long-term liabilities 23,643 23,971 Commitments and contingencies (Note 4) Stockholders’ equity: Preferred stock, $ 0.01 par value: Authorized shares — 500 Issued and outstanding shares — none — — Common stock, $ 0.01 par value: Authorized shares — 5,000 Issued shares — 532 and 533 Outstanding shares — 509 and 509 5 5 Treasury stock, at cost ( 1,837 ) ( 4,503 ) Additional paid-in capital 55,538 58,793 Accumulated other comprehensive income (loss) ( 1,376 ) ( 2,365 ) Retained earnings 85,915 82,071 Total stockholders’ equity 138,245 134,001 Total liabilities and stockholders’ equity $ 420,549 $ 410,767 See accompanying notes to consolidated financial statements. 6 Table of Contents AMAZON.COM, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 — ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES Unaudited Interim Financial Information We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2022 due to seasonal and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our 2021 Annual Report on Form 10-K. Principles of Consolidation The consolidated financial statements include the accounts of Amazon.com, Inc. and its consolidated entities (collectively, the “Company”), consisting of its wholly-owned subsidiaries and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in India and certain entities that support our seller lending financing activities. Intercompany balances and transactions between consolidated entities are eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, valuation of acquired intangibles and goodwill, stock-based compensation forfeiture rates, vendor funding, inventory valuation, collectability of receivables, and valuation and impairment of investments. Actual results could differ materially from these estimates. We review the useful lives of equipment on an ongoing basis, and effective January 1, 2022 we changed our estimate of the useful lives for our servers from four to five years and for our networking equipment from five to six years . The longer useful lives are due to continuous improvements in our hardware, software, and data center designs. The effect of this change in estimate for Q1 2022, based on servers and networking equipment that were included in “Property and equipment, net” as of December 31, 2021 and those acquired during the quarter ended March 31, 2022, was a reduction in depreciation and amortization expense of $ 973 million and a benefit to net loss of $ 769 million, or $ 1.51 per basic share and $ 1.51 per diluted share. Supplemental Cash Flow Information The following table shows supplemental cash flow information (in millions): Three Months Ended March 31, Twelve Months Ended March 31, 2021 2022 2021 2022 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest on debt $ 276 $ 279 $ 902 $ 1,101 Cash paid for operating leases 1,640 2,367 5,086 7,449 Cash paid for interest on finance leases 157 107 601 471 Cash paid for interest on financing obligations 33 58 113 178 Cash paid for income taxes, net of refunds 801 453 2,209 3,340 Assets acquired under operating leases 3,536 2,175 17,345 24,008 Property and equipment acquired under finance leases 2,067 166 11,489 5,160 Property and equipment acquired under build-to-suit lease arrangements 887 1,332 2,775 6,061 7 Table of Contents Earnings Per Share Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect. The following table shows the calculation of diluted shares (in millions): Three Months Ended March 31, 2021 2022 Shares used in computation of basic earnings per share 504 509 Total dilutive effect of outstanding stock awards 9 — Shares used in computation of diluted earnings per share 513 509 Other Income (Expense), Net Other income (expense), net, is as follows (in millions): Three Months Ended March 31, 2021 2022 Marketable equity securities valuation gains (losses) $ ( 76 ) $ ( 8,245 ) Equity warrant valuation gains (losses) 305 ( 312 ) Upward adjustments relating to equity investments in private companies 1,475 7 Foreign currency gains (losses) ( 31 ) 14 Other, net 24 ( 34 ) Total other income (expense), net 1,697 ( 8,570 ) Included in other income (expense), net for the three months ended March 31, 2022 is a marketable equity securities valuation loss of $ 7.6 billion from our equity investment in Rivian Automotive, Inc. (“Rivian”). Our investment in Rivian’s preferred stock was accounted for at cost, with adjustments for observable changes in prices or impairments, prior to Rivian’s initial public offering in November 2021, which resulted in the conversion of our preferred stock to Class A common stock. As of March 31, 2022, we held 158 million shares of Rivian’s Class A common stock, representing an approximate 18 % ownership interest, and an approximate 16 % voting interest. We determined that we have the ability to exercise significant influence over Rivian through our equity investment, our commercial arrangement for the purchase of electric vehicles, and one of our employees serving on Rivian’s board of directors. We elected the fair value option to account for our equity investment in Rivian, which is included in “Marketable securities” on our consolidated balance sheets. Required summarized financial information of Rivian as disclosed in its most recent SEC filings is as follows (in millions): Year Ended December 31, 2020 Year Ended December 31, 2021 Revenues $ — $ 55 Gross profit — ( 465 ) Loss from operations ( 1,021 ) ( 4,220 ) Net loss ( 1,018 ) ( 4,688 ) Inventories Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. 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 $ 2.6 billion and $ 2.5 billion as of December 31, 2021 and March 31, 2022. 8 Table of Contents 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, 2021 and March 31, 2022, customer receivables, net, were $ 20.2 billion and $ 20.9 billion, vendor receivables, net, were $ 5.3 billion and $ 4.2 billion, and seller receivables, net, were $ 1.0 billion and $ 1.1 billion. 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, 2021 and March 31, 2022. Digital Video and Music Content The total capitalized costs of video, which is primarily released content, and music as of December 31, 2021 and March 31, 2022 were $ 10.7 billion and $ 14.5 billion. Total video and music expense was $ 3.0 billion and $ 3.5 billion in Q1 2021 and Q1 2022. Unearned Revenue Unearned revenue is recorded when payments are received or due in advance of performing our service obligations and is recognized over the service period. Unearned revenue primarily relates to prepayments of AWS services and Amazon Prime memberships. Our total unearned revenue as of December 31, 2021 was $ 14.0 billion, of which $ 5.1 billion was recognized as revenue during the three months ended March 31, 2022. Included in “Other long-term liabilities” on our consolidated balance sheets was $ 2.2 billion and $ 2.5 billion of unearned revenue as of December 31, 2021 and March 31, 2022. 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 $ 88.9 billion as of March 31, 2022. The weighted-average remaining life of our long-term contracts is 3.8 years. However, the amount and timing of revenue recognition is largely driven by customer usage, which can extend beyond the original contractual term. Acquisition Activity On March 17, 2022, we acquired MGM Holdings Inc. (“MGM”), for cash consideration of approximately $ 6.1 billion, net of cash acquired, to provide more digital media content options for customers. We also assumed $ 2.5 billion of debt, which we repaid immediately after closing. The acquired assets primarily consist of $ 3.4 billion of video content and $ 4.9 billion of goodwill, the majority of which is allocated to our North America segment. Due to the limited amount of time since the MGM acquisition, the valuation of certain assets and liabilities is preliminary and subject to change. Pro forma results of operations have not been presented because the effects of the MGM acquisition were not material to our consolidated results of operations. Acquisition-related costs were expensed as incurred and were not significant. Note 2 — FINANCIAL INSTRUMENTS Cash, Cash Equivalents, Restricted Cash, and Marketable Securities As of December 31, 2021 and March 31, 2022, 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. Cash equivalents and marketable securities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1— Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2— Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3— Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. We measure the fair value of money market funds and certain marketable equity securities based on quoted prices in active markets for identical assets or liabilities. 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 9 Table of Contents or corroborated by observable market data. We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2021 and March 31, 2022. 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, 2021 March 31, 2022 Total Estimated Fair Value Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value Cash $ 10,942 $ 10,268 $ — — $ 10,268 Level 1 securities: Money market funds 20,312 23,858 — — 23,858 Equity securities (1)(3) 1,646 9,121 Level 2 securities: Foreign government and agency securities 181 50 — ( 1 ) 49 U.S. government and agency securities 4,300 2,610 — ( 97 ) 2,513 Corporate debt securities 35,764 17,097 — ( 517 ) 16,580 Asset-backed securities 6,738 3,841 — ( 116 ) 3,725 Other fixed income securities 686 409 — ( 16 ) 393 Equity securities (1)(3) 15,740 87 $ 96,309 $ 58,133 $ — $ ( 747 ) $ 66,594 Less: Restricted cash, cash equivalents, and marketable securities (2) ( 260 ) ( 209 ) Total cash, cash equivalents, and marketable securities $ 96,049 $ 66,385 ___________________ (1) The related unrealized gain (loss) recorded in “Other income (expense), net” was $ 3 million and $( 8.1 ) billion in Q1 2021 and Q1 2022. (2) We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable fixed income securities primarily as collateral for real estate, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit. We classify cash, cash equivalents, and marketable fixed income securities with use restrictions of less than twelve months as “Accounts receivable, net and other” and of twelve months or longer as non-current “Other assets” on our consolidated balance sheets. See “Note 4 — Commitments and Contingencies.” (3) Our equity investment in Rivian had a fair value of $ 15.6 billion and $ 8.0 billion as of December 31, 2021 and March 31, 2022, respectively. The investment was subject to regulatory sales restrictions resulting in a discount for lack of marketability of approximately $ 800 million as of December 31, 2021, which expired in Q1 2022. In addition, we are subject to contractual sales restrictions that expire in May 2022. The following table summarizes the remaining contractual maturities of our cash equivalents and marketable fixed income securities as of March 31, 2022 (in millions): Amortized Cost Estimated Fair Value Due within one year $ 29,151 $ 29,144 Due after one year through five years 15,512 14,873 Due after five years through ten years 822 796 Due after ten years 2,380 2,305 Total $ 47,865 $ 47,118 Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions. Equity Warrants and Non-Marketable Equity Investments We hold equity warrants giving us the right to acquire stock of other companies. As of December 31, 2021 and March 31, 2022, these warrants had a fair value of $ 3.4 billion and $ 3.3 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. 10 Table of Contents As of December 31, 2021 and March 31, 2022, equity investments not accounted for under the equity-method and without readily determinable fair values had a carrying value of $ 603 million and $ 657 million, 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, 2021 March 31, 2022 Cash and cash equivalents $ 36,220 $ 36,393 Restricted cash included in accounts receivable, net and other 242 191 Restricted cash included in other assets 15 15 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 36,477 $ 36,599 Note 3 — LEASES 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 $ 72.2 billion and $ 71.0 billion as of December 31, 2021 and March 31, 2022. Accumulated amortization associated with finance leases was $ 43.4 billion and $ 43.8 billion as of December 31, 2021 and March 31, 2022. Lease cost recognized in our consolidated statements of operations is summarized as follows (in millions): Three Months Ended March 31, 2021 2022 Operating lease cost $ 1,556 $ 2,103 Finance lease cost: Amortization of lease assets 2,456 1,560 Interest on lease liabilities 132 103 Finance lease cost 2,588 1,663 Variable lease cost 348 469 Total lease cost $ 4,492 $ 4,235 Other information about lease amounts recognized in our consolidated financial statements is as follows: December 31, 2021 March 31, 2022 Weighted-average remaining lease term – operating leases 11.3 years 11.1 years Weighted-average remaining lease term – finance leases 8.1 years 8.6 years Weighted-average discount rate – operating leases 2.2 % 2.3 % Weighted-average discount rate – finance leases 2.0 % 2.1 % 11 Table of Contents Our lease liabilities were as follows (in millions): December 31, 2021 Operating Leases Finance Leases Total Gross lease liabilities $ 66,269 $ 25,866 $ 92,135 Less: imputed interest ( 7,939 ) ( 2,113 ) ( 10,052 ) Present value of lease liabilities 58,330 23,753 82,083 Less: current portion of lease liabilities ( 6,349 ) ( 8,083 ) ( 14,432 ) Total long-term lease liabilities $ 51,981 $ 15,670 $ 67,651 March 31, 2022 Operating Leases Finance Leases Total Gross lease liabilities $ 66,144 $ 23,094 $ 89,238 Less: imputed interest ( 7,858 ) ( 2,167 ) ( 10,025 ) Present value of lease liabilities 58,286 20,927 79,213 Less: current portion of lease liabilities ( 6,640 ) ( 6,842 ) ( 13,482 ) Total long-term lease liabilities $ 51,646 $ 14,085 $ 65,731 Note 4 — COMMITMENTS AND CONTINGENCIES Commitments The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of March 31, 2022 (in millions): Nine Months Ended December 31, Year Ended December 31, 2022 2023 2024 2025 2026 Thereafter Total Long-term debt principal and interest $ 2,572 $ 4,862 $ 7,017 $ 3,400 $ 3,829 $ 52,784 $ 74,464 Operating lease liabilities 5,883 7,429 6,890 6,364 5,798 33,780 66,144 Finance lease liabilities, including interest 5,459 4,748 2,266 1,357 1,224 8,040 23,094 Financing obligations, including interest (1) 340 466 465 456 464 7,181 9,372 Leases not yet commenced 959 2,006 2,412 2,378 2,422 23,593 33,770 Unconditional purchase obligations (2) 4,390 5,838 5,153 4,712 4,166 9,394 33,653 Other commitments (3)(4) 2,642 1,842 1,319 973 1,093 10,938 18,807 Total commitments $ 22,245 $ 27,191 $ 25,522 $ 19,640 $ 18,996 $ 145,710 $ 259,304 ___________________ (1) Includes non-cancellable financing obligations for fulfillment, sortation, and data center facilities. Excluding interest, current financing obligations of $ 196 million and $ 217 million are recorded within “Accrued expenses and other” and $ 6.2 billion and $ 6.8 billion are recorded within “Other long-term liabilities” as of December 31, 2021 and March 31, 2022. The weighted-average remaining term of the financing obligations was 18.8 years and the weighted-average imputed interest rate was 3.2 % and 3.3 % as of December 31, 2021 and March 31, 2022. (2) Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content that are not reflected on the consolidated balance sheets and certain products offered in our Whole Foods Market stores. For those digital media content agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified. (3) Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction, asset retirement obligations, and liabilities associated with digital media content agreements with initial terms greater than one year. (4) Excludes approximately $ 3.3 billion of accrued tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any. 12 Table of Contents In addition, we expect to pay the previously disclosed € 1.13 billion fine imposed by the Italian Competition Authority in December 2021, which we will seek to recover pending conclusion of all appeals. Other Contingencies We are disputing claims and denials of refunds or credits related to various non-income taxes (such as sales, value added, consumption, service, and similar taxes), including in jurisdictions in which we already collect and remit these taxes. These non-income tax controversies typically relate to (i) the taxability of products and services, including cross-border intercompany transactions, (ii) collection and withholding on transactions with third parties, and (iii) the adequacy of compliance with reporting obligations, including evolving documentation requirements. Due to the inherent complexity and uncertainty of these matters and the judicial and regulatory processes in certain jurisdictions, the final outcome of any such controversies may be materially different from our expectations. Legal Proceedings 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 2021 Annual Report on Form 10-K as supplemented by the following: In December 2018, Kove IO, Inc. filed a complaint against Amazon Web Services, Inc. in the United States District Court for the Northern District of Illinois. The complaint alleges, among other things, that Amazon S3 and DynamoDB infringe U.S. Patent Nos. 7,814,170 and 7,103,640, both entitled “Network Distributed Tracking Wire Transfer Protocol,” and 7,233,978, entitled “Method And Apparatus For Managing Location Information In A Network Separate From The Data To Which The Location Information Pertains.” The complaint seeks an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief. In March 2022, the case was stayed pending resolution of review petitions we filed with the United States Patent and Trademark Office. We dispute the allegations of wrongdoing 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. In March 2022, the court in the Frame-Wilson case granted Amazon’s motion to dismiss claims alleging that Amazon’s pricing policies are inherently illegal under federal law and claims alleging competition and consumer protection violations under state law, and denied Amazon’s motion to dismiss claims alleging that Amazon’s pricing policies are an unlawful restraint of trade under federal law. We dispute the remaining allegations of wrongdoing and intend to defend ourselves vigorously in these matters. In November 2021, Jawbone Innovations, LLC filed a complaint against Amazon.com, Inc. and Amazon.com Services, Inc. in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that Amazon Echo smart speakers and displays, Fire TV Cube, and Echo Buds infringe U.S. Patent Nos. 7,246,058, entitled “Detecting Voiced and Unvoiced Speech Using Both Acoustic and Nonacoustic Sensors”; 8,019,091, entitled “Voice Activity Detector (VAD)-Based Multiple-Microphone Acoustic Noise Suppression”; 8,280,072, entitled “Microphone Array with Rear Venting”; 8,321,213 and 8,326,611, both entitled “Acoustic Voice Activity Detection (AVAD) for Electronic Systems”; 8,467,543, entitled “Microphone and Voice Activity Detection (VAD) Configurations for Use with Communications Systems”; 8,503,691, entitled “Virtual Microphone Arrays Using Dual Omnidirectional Microphone Array (DOMA)”; 10,779,080, entitled “Dual Omnidirectional Microphone Array (DOMA)”; and 11,122,357, entitled “Forming Virtual Microphone Arrays Using Dual Omnidirectional Microphone Array (DOMA).” The complaint seeks an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief. We dispute the allegations of wrongdoing 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. The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. We evaluate, on a regular basis, developments in our legal proceedings and other contingencies that could affect the amount of liability, including 13 Table of Contents amounts in excess of any previous accruals and reasonably possible losses disclosed, and make adjustments and changes to our accruals and disclosures as appropriate. For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows. See also “Note 7 — Income Taxes.” Note 5 — DEBT As of March 31, 2022, we had $ 49.7 billion of unsecured senior notes outstanding (the “Notes”) and $ 803 million of borrowings under our credit facility. Our total long-term debt obligations are as follows (in millions): Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2021 March 31, 2022 2012 Notes issuance of $ 3.0 billion 2022 2.50 % 2.66 % 1,250 1,250 2014 Notes issuance of $ 6.0 billion 2024 - 2044 3.80 % - 4.95 % 3.90 % - 5.11 % 4,000 4,000 2017 Notes issuance of $ 17.0 billion 2023 - 2057 2.40 % - 5.20 % 2.56 % - 4.33 % 16,000 16,000 2020 Notes issuance of $ 10.0 billion 2023 - 2060 0.40 % - 2.70 % 0.56 % - 2.77 % 10,000 10,000 2021 Notes issuance of $ 18.5 billion 2023 - 2061 0.25 % - 3.25 % 0.35 % - 3.31 % 18,500 18,500 Credit Facility 803 803 Total face value of long-term debt 50,553 50,553 Unamortized discount and issuance costs, net ( 318 ) ( 316 ) Less current portion of long-term debt ( 1,491 ) ( 2,681 ) Long-term debt $ 48,744 $ 47,556 ___________________ (1) The weighted-average remaining lives of the 2012, 2014, 2017, 2020, and 2021 Notes were 0.7 , 13.3 , 15.0 , 17.5 , and 14.1 years as of March 31, 2022. The combined weighted-average remaining life of the Notes was 14.6 years as of March 31, 2022. Interest on the Notes is payable semi-annually in arrears. We may redeem the Notes at any time in whole, or from time to time, in part at specified redemption prices. We are not subject to any financial covenants under the Notes. The estimated fair value of the Notes was approximately $ 53.3 billion and $ 49.0 billion as of December 31, 2021 and March 31, 2022, which is based on quoted prices for our debt as of those dates. We issued $ 12.8 billion of notes in April 2022 for general corporate purposes with maturities between 2024 and 2062, stated interest rates between 2.73 % and 4.10 %, and effective interest rates between 2.83 % and 4.15 %. We have a $ 1.0 billion 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 $ 803 million of borrowings outstanding under the Credit Facility as of December 31, 2021 and March 31, 2022, which had a weighted-average interest rate of 2.7 %. As of December 31, 2021 and March 31, 2022, we have pledged $ 918 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, 2021 and March 31, 2022. We have U.S. 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 $ 20.0 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. In March 2022, we increased the size of the Commercial Paper Programs from $ 10.0 billion to $ 20.0 billion. There were $ 725 million and $ 10.8 billion of borrowings outstanding under the Commercial Paper Programs as of December 31, 2021 and March 31, 2022, 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 0.08 % and 0.56 %, respectively. We use the net proceeds from the issuance of commercial paper for general corporate purposes. We also have a $ 10.0 billion unsecured revolving credit facility with a syndicate of lenders (the “Credit Agreement”), which was amended and restated in March 2022 to increase the borrowing capacity from $ 7.0 billion to $ 10.0 billion and to 14 Table of Contents extend the term to March 2025. It may be extended for up to three additional one year terms if approved by the lenders. The interest rate applicable to outstanding balances under the Credit Agreement is the applicable benchmark rate specified in the Credit Agreement plus 0.45 %, with a commitment fee of 0.03 % on the undrawn portion of the credit facility. There were no borrowings outstanding under the Credit Agreement as of December 31, 2021 and March 31, 2022. 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 $ 10.2 billion of unused letters of credit as of March 31, 2022. Note 6 — STOCKHOLDERS’ EQUITY Stock Repurchase Activity In March 2022, the Board of Directors authorized a program to repurchase up to $ 10.0 billion of our common stock, with no fixed expiration, which replaced the previous $ 5.0 billion stock repurchase authorization, approved by the Board of Directors in February 2016. We repurchased 0.9 million shares of our common stock for $ 2.7 billion during the three months ended March 31, 2022 under these programs. As of March 31, 2022, we have $ 9.5 billion remaining under the repurchase program. Stock Award Activity Common shares outstanding plus shares underlying outstanding stock awards totaled 523 million as of December 31, 2021 and March 31, 2022. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited. Stock-based compensation expense is as follows (in millions): Three Months Ended March 31, 2021 2022 Cost of sales $ 90 $ 146 Fulfillment 342 498 Technology and content 1,228 1,645 Sales and marketing 456 665 General and administrative 190 296 Total stock-based compensation expense $ 2,306 $ 3,250 The following table summarizes our restricted stock unit activity for the three months ended March 31, 2022 (in millions): Number of Units Weighted-Average Grant-Date Fair Value Outstanding as of December 31, 2021 14.0 $ 2,684 Units granted 1.4 3,104 Units vested ( 0.7 ) 1,874 Units forfeited ( 0.6 ) 2,670 Outstanding as of March 31, 2022 14.1 2,768 Scheduled vesting for outstanding restricted stock units as of March 31, 2022, is as follows (in millions): Nine Months Ended December 31, Year Ended December 31, 2022 2023 2024 2025 2026 Thereafter Total Scheduled vesting — restricted stock units 4.7 5.2 2.6 1.3 0.2 0.1 14.1 As of March 31, 2022, there was $ 16.4 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, 2021 and March 31, 2022 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. 15 Table of Contents Changes in Stockholders’ Equity The following table shows changes in stockholders’ equity (in millions): Three Months Ended March 31, 2021 2022 Total beginning stockholders’ equity $ 93,404 $ 138,245 Beginning and ending common stock 5 5 Beginning treasury stock ( 1,837 ) ( 1,837 ) Common stock repurchased — ( 2,666 ) Ending treasury stock ( 1,837 ) ( 4,503 ) Beginning additional paid-in capital 42,865 55,538 Stock-based compensation and issuance of employee benefit plan stock 2,295 3,255 Ending additional paid-in capital 45,160 58,793 Beginning accumulated other comprehensive income (loss) ( 180 ) ( 1,376 ) Other comprehensive income (loss) ( 486 ) ( 989 ) Ending accumulated other comprehensive income (loss) ( 666 ) ( 2,365 ) Beginning retained earnings 52,551 85,915 Net income (loss) 8,107 ( 3,844 ) Ending retained earnings 60,658 82,071 Total ending stockholders’ equity $ 103,320 $ 134,001 Note 7 — INCOME TAXES Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, is subject to significant variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, intercompany transactions, the applicability of special tax regimes, changes in how we do business, acquisitions, investments, developments in tax controversies, changes in our stock price, changes in our deferred tax assets and liabilities and their valuation, foreign currency gains (losses), changes in statutes, regulations, case law, and administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. In addition, we record valuation allowances against deferred tax assets when there is uncertainty about our ability to generate future income in relevant jurisdictions. For 2022, we estimate that our effective tax rate will be favorably affected by the impact of excess tax benefits from stock-based compensation and the U.S. federal research and development credit and adversely affected by state income taxes. In addition, valuation gains and losses from our equity investment in Rivian impact our pre-tax income and may cause variability in our effective tax rate. Our income tax provision for the three months ended March 31, 2021 was $ 2.2 billion, which included $ 349 million of net discrete tax benefits primarily attributable to excess tax benefits from stock-based compensation. Our income tax benefit for the three months ended March 31, 2022 was $ 1.4 billion, which included $ 2.1 billion of net discrete tax benefits primarily attributable to a valuation loss related to our equity investment in Rivian. Cash paid for income taxes, net of refunds was $ 801 million and $ 453 million in Q1 2021 and Q1 2022. 16 Table of Contents As of December 31, 2021 and March 31, 2022, tax contingencies were approximately $ 3.2 billion and $ 3.3 billion. Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact our tax contingencies. Due to various factors, including the inherent complexities and uncertainties of the judicial, administrative, and regulatory processes in certain jurisdictions, the timing of the resolution of income tax controversies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next twelve months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax controversies in one or more jurisdictions. These assessments or settlements could result in changes to our contingencies related to positions on prior years’ tax filings. We are under examination, or may be subject to examination, by the Internal Revenue Service for the calendar year 2016 and thereafter. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examination as well as subsequent periods. We are also subject to taxation in various states and other foreign jurisdictions including China, France, Germany, India, Japan, Luxembourg, and the United Kingdom. We are under, or may be subject to, audit or examination and additional assessments by the relevant authorities in respect of these particular jurisdictions primarily for 2009 and thereafter. We are currently disputing tax assessments in multiple jurisdictions, including with respect to the allocation and characterization of income. In October 2014, the European Commission opened a formal investigation to examine whether decisions by the tax authorities in Luxembourg with regard to the corporate income tax paid by certain of our subsidiaries comply with European Union rules on state aid. On October 4, 2017, the European Commission announced its decision that determinations by the tax authorities in Luxembourg did not comply with European Union rules on state aid. Based on that decision, the European Commission announced an estimated recovery amount of approximately € 250 million, plus interest, for the period May 2006 through June 2014, and ordered Luxembourg tax authorities to calculate the actual amount of additional taxes subject to recovery. Luxembourg computed an initial recovery amount, consistent with the European Commission’s decision, which we deposited into escrow in March 2018, subject to adjustment pending conclusion of all appeals. In December 2017, Luxembourg appealed the European Commission’s decision. In May 2018, we appealed. On May 12, 2021, the European Union General Court annulled the European Commission’s state aid decision. In July 2021, the European Commission appealed the decision to the European Court of Justice. We will continue to defend ourselves vigorously in this matter. Note 8 — SEGMENT INFORMATION We have organized our operations into three segments: North America, International, and AWS. We allocate to segment results the operating expenses “Fulfillment,” “Technology and content,” “Sales and marketing,” and “General and administrative” based on usage, which is generally reflected in the segment in which the costs are incurred. The majority of technology infrastructure costs are allocated to the AWS segment based on usage. The majority of the remaining non-infrastructure technology costs are incurred in the U.S. and are allocated to our North America segment. There are no internal revenue transactions between our reportable segments. These segments reflect the way our chief operating decision maker evaluates the Company’s business performance and manages its operations. North America The North America segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through North America-focused online and physical stores. This segment includes export sales from these online stores. International The International segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through internationally-focused online stores. This segment includes export sales from these internationally-focused online stores (including export sales from these online stores to customers in the U.S., Mexico, and Canada), but excludes export sales from our North America-focused online stores. AWS The AWS segment consists of amounts earned from global sales of compute, storage, database, and other services for start-ups, enterprises, government agencies, and academic institutions. 17 Table of Contents Information on reportable segments and reconciliation to consolidated net income (loss) is as follows (in millions): Three Months Ended March 31, 2021 2022 North America Net sales $ 64,366 $ 69,244 Operating expenses 60,916 70,812 Operating income (loss) $ 3,450 $ ( 1,568 ) International Net sales $ 30,649 $ 28,759 Operating expenses 29,397 30,040 Operating income (loss) $ 1,252 $ ( 1,281 ) AWS Net sales $ 13,503 $ 18,441 Operating expenses 9,340 11,923 Operating income $ 4,163 $ 6,518 Consolidated Net sales $ 108,518 $ 116,444 Operating expenses 99,653 112,775 Operating income 8,865 3,669 Total non-operating income (expense) 1,403 ( 8,934 ) Benefit (provision) for income taxes ( 2,156 ) 1,422 Equity-method investment activity, net of tax ( 5 ) ( 1 ) Net income (loss) $ 8,107 $ ( 3,844 ) 18 Table of Contents Net sales by groups of similar products and services, which also have similar economic characteristics, is as follows (in millions): Three Months Ended March 31, 2021 2022 Net Sales: Online stores (1) $ 52,901 $ 51,129 Physical stores (2) 3,920 4,591 Third-party seller services (3) 23,709 25,335 Subscription services (4) 7,580 8,410 Advertising services (5) 6,381 7,877 AWS 13,503 18,441 Other (6) 524 661 Consolidated $ 108,518 $ 116,444 ____________________________ (1) Includes product sales and digital media content where we record revenue gross. We leverage our retail infrastructure to offer a wide selection of consumable and durable goods that includes media products available in both a physical and digital format, such as books, videos, games, music, and software. These product sales include digital products sold on a transactional basis. Digital product subscriptions that provide unlimited viewing or usage rights are included in “Subscription services.” (2) Includes product sales where our customers physically select items in a store. Sales to customers who order goods online for delivery or pickup at our physical stores are included in “Online stores.” (3) Includes commissions and any related fulfillment and shipping fees, and other third-party seller services. (4) Includes annual and monthly fees associated with Amazon Prime memberships, as well as digital video, audiobook, digital music, e-book, and other non-AWS subscription services. (5) Includes sales of advertising services to sellers, vendors, publishers, authors, and others, through programs such as sponsored ads, display, and video advertising. (6) Includes sales related to various other service offerings. 19 Table of Contents