4 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
−Removed: June 30, Twelve Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30, Twelve Months Ended
+Added: September 30,
2022 2023 2022 2023 2022 2023
17 unchanged sentences
Proceeds from property and equipment sales and incentives 1,337 1,181 4,172 3,361 6,637 4,513
−Removed: Acquisitions, net of cash acquired, and other ( 259 ) ( 316 ) ( 6,600 ) ( 3,829 ) ( 7,635 ) ( 5,545 )
+Added: Acquisitions, net of cash acquired, non-marketable investments, and other ( 885 ) ( 1,629 ) ( 7,485 ) ( 5,458 ) ( 7,866 ) ( 6,289 )
Sales and maturities of marketable securities 557 1,393 25,918 4,059 38,455 9,742
18 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
14 unchanged sentences
Other income (expense), net 759 1,031 ( 13,356 ) 649
−Removed: Total non-operating expense ( 5,970 ) ( 118 ) ( 14,904 ) ( 773 )
+Added: Total non-operating income (expense) 419 1,001 ( 14,485 ) 228
Income (loss) before income taxes 2,944 12,189 ( 4,974 ) 23,871
12 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
14 unchanged sentences
(in millions, except per share data)
−Removed: December 31, 2022 June 30, 2023
+Added: December 31, 2022 September 30, 2023
Current assets:
54 unchanged sentences
Actual results could differ materially from these estimates.
−Removed: For the six months ended June 30, 2023, we recorded approximately $ 510 million of estimated severance costs primarily related to planned role eliminations.
−Removed: These charges were recorded primarily in “Sales and marketing,” “Technology and infrastructure,” and “General and administrative” on our consolidated statements of operations and included approximately $ 320 million recorded within our AWS segment.
−Removed: For the six months ended June 30, 2022 and 2023, we recorded approximately $ 260 million and $ 250 million of impairments of property and equipment and operating leases primarily related to physical stores in 2022 and fulfillment network facilities in 2023.
+Added: For the nine months ended September 30, 2023, we recorded approximately $ 500 million of estimated severance costs primarily related to planned role eliminations.
+Added: These charges were recorded primarily in “Technology and infrastructure,” “Sales and marketing,” and “General and administrative” on our consolidated statements of operations and included approximately $ 280 million recorded within our AWS segment.
+Added: For the nine months ended September 30, 2022 and 2023, we recorded approximately $ 350 million and $ 420 million of impairments of property and equipment and operating leases primarily related to physical stores in 2022 and fulfillment network facilities and physical stores in 2023.
These charges were recorded in “Other operating expense (income), net” on our consolidated statements of operations and primarily impacted our North America segment.
−Removed: For the six months ended June 30, 2022 and 2023, we also recorded expenses of approximately $ 230 million and $ 180 million primarily in “Fulfillment” in 2022 and “Cost of sales” and “Fulfillment” in 2023, on our consolidated statements of operations primarily relating to terminating contracts for certain leases not yet commenced as well as other purchase commitments, which primarily impacted our North America segment.
+Added: For the nine months ended September 30, 2022 and 2023, we also recorded expenses of approximately $ 300 million and $ 200 million primarily in “Fulfillment” in 2022 and “Cost of sales” and “Fulfillment” in 2023, on our consolidated statements of operations primarily relating to terminating contracts for certain leases not yet commenced as well as other purchase commitments, which primarily impacted our North America segment.
Supplemental Cash Flow Information
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
−Removed: June 30, Twelve Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30, Twelve Months Ended
+Added: September 30,
2022 2023 2022 2023 2022 2023
16 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
5 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
5 unchanged sentences
Total other income (expense), net 759 1,031 ( 13,356 ) 649
−Removed: Included in other income (expense), net is a marketable equity securities valuation gain (loss) of $( 3.9 ) billion and $ 187 million in Q2 2022 and Q2 2023, and $( 11.5 ) billion and $( 280 ) million for the six months ended June 30, 2022 and 2023, from our equity investment in Rivian Automotive, Inc.
+Added: Included in other income (expense), net is a marketable equity securities valuation gain (loss) of $ 1.1 billion and $ 1.2 billion in Q3 2022 and Q3 2023, and $( 10.4 ) billion and $ 926 million for the nine months ended September 30, 2022 and 2023, from our equity investment in Rivian Automotive, Inc.
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.
−Removed: As of June 30, 2023, we held 158 million shares of Rivian’s Class A common stock, representing an approximate 17 % ownership interest, and an approximate 16 % voting interest.
−Removed: 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
−Removed: board of directors.
−Removed: 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, and had a fair value of $ 2.9 billion and $ 2.6 billion as of December 31, 2022 and June 30, 2023.
+Added: As of September 30, 2023, we held 158 million shares of Rivian’s Class A common stock, representing an approximate 17 % ownership interest, and an approximate 15 % voting interest.
+Added: 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
+Added: Rivian’s board of directors.
+Added: 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, and had a fair value of $ 2.9 billion and $ 3.8 billion as of December 31, 2022 and September 30, 2023.
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.
Required summarized financial information of Rivian as disclosed in its most recent SEC filings is as follows (in millions):
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Revenues $ 459 $ 1,782
4 unchanged sentences
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.
−Removed: The inventory valuation allowance, representing a write-down of inventory, was $ 2.8 billion and $ 2.7 billion as of December 31, 2022 and June 30, 2023.
+Added: The inventory valuation allowance, representing a write-down of inventory, was $ 2.8 billion and $ 2.6 billion as of December 31, 2022 and September 30, 2023.
Accounts Receivable, Net and Other
Included in “Accounts receivable, net and other” on our consolidated balance sheets are receivables primarily related to customers, vendors, and sellers, as well as prepaid expenses and other current assets.
−Removed: As of December 31, 2022 and June 30, 2023, customer receivables, net, were $ 26.6 billion and $ 25.3 billion, vendor receivables, net, were $ 6.9 billion and $ 5.6 billion, seller receivables, net, were $ 1.3 billion and $ 1.3 billion, and other receivables, net, were $ 3.1 billion and $ 2.7 billion.
+Added: As of December 31, 2022 and September 30, 2023, customer receivables, net, were $ 26.6 billion and $ 28.1 billion, vendor receivables, net, were $ 6.9 billion and $ 6.3 billion, seller receivables, net, were $ 1.3 billion and $ 1.2 billion, and other receivables, net, were $ 3.1 billion and $ 2.5 billion.
Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory.
−Removed: Prepaid expenses and other current assets were $ 4.5 billion and $ 5.0 billion as of December 31, 2022 and June 30, 2023.
+Added: Prepaid expenses and other current assets were $ 4.5 billion and $ 5.3 billion as of December 31, 2022 and September 30, 2023.
We estimate losses on receivables based on expected losses, including our historical experience of actual losses.
−Removed: The allowance for doubtful accounts was $ 1.4 billion and $ 1.5 billion as of December 31, 2022 and June 30, 2023.
+Added: The allowance for doubtful accounts was $ 1.4 billion and $ 1.5 billion as of December 31, 2022 and September 30, 2023.
Digital Video and Music Content
−Removed: The total capitalized costs of video, which is primarily released content, and music as of December 31, 2022 and June 30, 2023 were $ 16.7 billion and $ 17.8 billion.
+Added: The total capitalized costs of video, which is primarily released content, and music as of December 31, 2022 and September 30, 2023 were $ 16.7 billion and $ 18.0 billion.
The weighted average remaining life of our capitalized video content is 3.6 years.
−Removed: Total video and music expense was $ 3.7 billion and $ 4.4 billion in Q2 2022 and Q2 2023, and $ 7.3 billion and $ 8.4 billion for the six months ended June 30, 2022 and 2023.
+Added: Total video and music expense was $ 4.2 billion and $ 4.6 billion in Q3 2022 and Q3 2023, and $ 11.4 billion and $ 13.0 billion for the nine months ended September 30, 2022 and 2023.
Unearned Revenue
1 unchanged sentence
Unearned revenue primarily relates to prepayments of AWS services and Amazon Prime memberships.
−Removed: Our total unearned revenue as of December 31, 2022 was $ 16.1 billion, of which $ 8.6 billion was recognized as revenue during the six months ended June 30, 2023.
−Removed: Included in “Other long-term liabilities” on our consolidated balance sheets was $ 2.9 billion and $ 2.7 billion of unearned revenue as of December 31, 2022 and June 30, 2023.
+Added: Our total unearned revenue as of December 31, 2022 was $ 16.1 billion, of which $ 10.9 billion was recognized as revenue during the nine months ended September 30, 2023.
+Added: Included in “Other long-term liabilities” on our consolidated balance sheets was $ 2.9 billion and $ 2.7 billion of unearned revenue as of December 31, 2022 and September 30, 2023.
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.
−Removed: For contracts with original terms that exceed one year, those commitments not yet recognized were $ 132.1 billion as of June 30, 2023.
+Added: For contracts with original terms that exceed one year, those commitments not yet recognized were $ 133.0 billion as of September 30, 2023.
The weighted-average remaining life of our long-term contracts is 3.5 years.
3 unchanged sentences
(“One Medical”), for cash consideration of approximately $ 3.5 billion, net of cash acquired, to provide health care options for customers.
−Removed: The acquired assets primarily consist of $ 1.3 billion
−Removed: of intangible assets and $ 2.5 billion of goodwill, which is allocated to our North America segment.
−Removed: The valuation of certain assets and liabilities is preliminary and subject to change.
+Added: The acquired assets primarily consist of $ 1.3 billion of intangible assets and $ 2.5 billion of goodwill, which is allocated to our North America segment.
Pro forma results of operations have not been presented because the effects of the One Medical acquisition were not material to our consolidated results of operations.
Acquisition-related costs were expensed as incurred and were not significant.
+Added: In August 2022, we entered into an agreement to acquire iRobot Corporation, as amended in July 2023, for approximately $ 1.7 billion, including its debt, subject to customary closing conditions.
+Added: We expect to fund this acquisition with cash on hand.
Note 2 — FINANCIAL INSTRUMENTS
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities
−Removed: As of December 31, 2022 and June 30, 2023, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S.
+Added: As of December 31, 2022 and September 30, 2023, 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.
8 unchanged sentences
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.
−Removed: We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2022 and June 30, 2023.
+Added: We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2022 and September 30, 2023.
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):
−Removed: December 31, 2022 June 30, 2023
+Added: December 31, 2022 September 30, 2023
Fair Value Cost or
13 unchanged sentences
___________________
−Removed: (1) The related unrealized gains (losses) recorded in “Other income (expense), net” were $( 4.2 ) billion and $ 284 million in Q2 2022 and Q2 2023, and $( 12.3 ) billion and $( 195 ) million for the six months ended June 30, 2022 and 2023.
+Added: (1) The related unrealized gains (losses) recorded in “Other income (expense), net” were $ 1.0 billion and $ 1.2 billion in Q3 2022 and Q3 2023, and $( 11.3 ) billion and $ 1.0 billion for the nine months ended September 30, 2022 and 2023.
(2) We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable debt 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.”
−Removed: The following table summarizes the remaining contractual maturities of our cash equivalents and marketable debt securities as of June 30, 2023 (in millions):
+Added: The following table summarizes the remaining contractual maturities of our cash equivalents and marketable debt securities as of September 30, 2023 (in millions):
Cost Estimated
5 unchanged sentences
Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.
−Removed: Equity Warrants and Non-Marketable Equity Investments
+Added: Non-Marketable Investments
We hold equity warrants giving us the right to acquire stock of other companies.
−Removed: As of December 31, 2022 and June 30, 2023, these warrants had a fair value of $ 2.1 billion and $ 1.8 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.
+Added: As of December 31, 2022 and September 30, 2023, these warrants had a fair value of $ 2.1 billion and $ 1.9 billion, with gains and losses recognized in “Other income (expense), net” on our consolidated statements of operations.
These warrants are classified as Level 2 and 3 assets.
−Removed: As of December 31, 2022 and June 30, 2023, equity investments not accounted for under the equity-method and without readily determinable fair values had a carrying value of $ 715 million and $ 733 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.
+Added: As of December 31, 2022 and September 30, 2023, equity investments not accounted for under the equity-method and without readily determinable fair values had a carrying value of $ 715 million and $ 753 million, with adjustments recognized in “Other income (expense), net” on our consolidated statements of operations.
+Added: Additionally, in September 2023 we invested in a $ 1.25 billion note from Anthropic, PBC, which is convertible to equity.
+Added: We have an agreement that expires in Q1 2024 to invest up to an additional $ 2.75 billion in a second convertible note.
+Added: We also have a commercial arrangement primarily for the provision of AWS cloud services and chips.
+Added: All non-marketable investments are recorded within “Other assets” on our consolidated balance sheets.
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):
−Removed: December 31, 2022 June 30, 2023
+Added: December 31, 2022 September 30, 2023
Cash and cash equivalents $ 53,888 $ 49,605
4 unchanged sentences
We have entered into non-cancellable operating and finance leases for fulfillment network, office, data center, and physical store facilities as well as server and networking equipment, aircraft, and vehicles.
−Removed: Gross assets acquired under finance leases, including those where title transfers at the end of the lease, are recorded in “ Property and equipment, net ” and were $ 68.0 billion and $ 64.6 billion as of December 31, 2022 and June 30, 2023.
−Removed: Accumulated amortization associated with finance leases was $ 45.2 billion and $ 44.6 billion as of December 31, 2022 and June 30, 2023.
+Added: Gross assets acquired under finance leases, including those where title transfers at the end of the lease, are recorded in “ Property and equipment, net ” and were $ 68.0 billion and $ 62.7 billion as of December 31, 2022 and September 30, 2023.
+Added: Accumulated amortization associated with finance leases was $ 45.2 billion and $ 44.0 billion as of December 31, 2022 and September 30, 2023.
Lease cost recognized in our consolidated statements of operations is summarized as follows (in millions):
−Removed: Three Months Ended June 30, Six Months Ended June 30,
+Added: Three Months Ended September 30, Nine Months Ended September 30,
2022 2023 2022 2023
7 unchanged sentences
Other information about lease amounts recognized in our consolidated financial statements is as follows:
−Removed: December 31, 2022 June 30, 2023
+Added: December 31, 2022 September 30, 2023
Weighted-average remaining lease term – operating leases 11.6 years 11.4 years
10 unchanged sentences
Total long-term lease liabilities $ 61,582 $ 11,386 $ 72,968
−Removed: June 30, 2023
+Added: September 30, 2023
Operating Leases Finance Leases Total
5 unchanged sentences
Note 4 — COMMITMENTS AND CONTINGENCIES
−Removed: The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of June 30, 2023 (in millions):
−Removed: Six Months Ended December 31, Year Ended December 31,
+Added: The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of September 30, 2023 (in millions):
+Added: Three Months Ended December 31, Year Ended December 31,
2023 2024 2025 2026 2027 Thereafter Total
9 unchanged sentences
(1) Includes non-cancellable financing obligations for fulfillment network and data center facilities.
−Removed: Excluding interest, current financing obligations of $ 266 million and $ 269 million are recorded within “Accrued expenses and other” and $ 6.7 billion and $ 6.6 billion are recorded within “Other long-term liabilities” as of December 31, 2022 and June 30, 2023.
−Removed: The weighted-average remaining term of the financing obligations was 17.9 years and 17.5 years and the weighted-average imputed interest rate was 3.1 % as of December 31, 2022 and June 30, 2023.
+Added: Excluding interest, current financing obligations of $ 266 million and $ 271 million are recorded within “Accrued expenses and other” and $ 6.7 billion and $ 6.6 billion are recorded within “Other long-term liabilities” as of December 31, 2022 and September 30, 2023.
+Added: The weighted-average remaining term of the financing obligations was 17.9 years and 17.2 years and the weighted-average imputed interest rate was 3.1 % as of December 31, 2022 and September 30, 2023.
(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.
3 unchanged sentences
(4) Excludes approximately $ 5.0 billion of accrued tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.
−Removed: In August 2022, we entered into an agreement to acquire iRobot Corporation, as amended in July 2023, for approximately $ 1.7 billion, including its debt, subject to customary closing conditions.
−Removed: We expect to fund this acquisition with cash on hand.
Other Contingencies
3 unchanged sentences
Legal Proceedings
−Removed: 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 2022 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 March 31, 2023, as supplemented by the following:
−Removed: In December 2018, Kove IO, Inc.
−Removed: filed a complaint against Amazon Web Services, Inc.
−Removed: in the United States District Court for the Northern District of Illinois.
−Removed: The complaint alleges, among other things, that Amazon S3 and DynamoDB infringe U.S.
−Removed: 7,814,170 and 7,103,640, both entitled “Network Distributed Tracking Wire Transfer Protocol”;
−Removed: 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.
−Removed: In March 2022, the case was stayed pending resolution of review petitions we filed with the United States Patent and Trademark Office.
−Removed: In November 2022, the stay was lifted.
−Removed: In July 2023, Kove alleged in its damages report that in the event of a finding of liability Amazon Web Services could be subject to $ 517 million to $ 1.03 billion in damages.
−Removed: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
−Removed: In May 2023, Dialect, LLC filed a complaint against Amazon.com, Inc.
−Removed: and Amazon Web Services, Inc.
−Removed: in the United States District Court for the Eastern District for Virginia.
−Removed: The complaint alleges, among other things, that Amazon’s Alexa-enabled products and services, such as Echo devices, Fire tablets, Fire TV sticks, Fire TVs, Alexa, and Alexa Voice Services, infringe U.S.
−Removed: 7,693,720 and 9,031,845, each entitled “Mobile Systems and Methods for Responding to Natural Language Speech Utterance”;
−Removed: 8,015,006, entitled “Systems and Methods for Processing Natural Language Speech Utterances with Context-Specific Domain Agents”;
−Removed: 8,140,327, entitled “System and Method for Filtering and Eliminating Noise from Natural Language Utterances to Improve Speech Recognition and Parsing”;
−Removed: 8,195,468 and 9,495,957, each entitled “Mobile Systems and Methods of Supporting Natural Language Human-Machine Interactions”;
−Removed: and 9,263,039, entitled “Systems and Methods for Responding to Natural Language Speech Utterance.” The complaint seeks an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief.
−Removed: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
+Added: 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 2022 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 Reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023, as supplemented by the following:
+Added: Beginning in June 2019 with Wilcosky v.
+Added: Amazon.com, Inc., now pending in the United States District Court for the Northern District of Illinois (“N.D.
+Added: Ill.”), private litigants have filed a number of cases in U.S.
+Added: federal and state courts, including Hogan v.
+Added: Amazon.com, Inc.
+Added: Ill.), alleging, among other things, that Amazon’s collection, storage, use, retention, and protection of biometric identifiers violated the Illinois Biometric Information Privacy Act.
+Added: The complaints allege purported classes of Illinois residents who had biometric identifiers collected through Amazon products or services, including Amazon Photos, Alexa, AWS cloud services, Ring, Amazon Connect, Amazon’s Flex driver app, and Amazon’s virtual try-on technology.
+Added: The complaints seek certification as class actions, unspecified amounts of damages, injunctive relief, attorneys’ fees, costs, and interest.
+Added: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
+Added: Beginning in March 2020, with Frame-Wilson v.
+Added: Amazon.com, Inc.
+Added: filed in the United States District Court for the Western District of Washington (“W.D.
+Added: Wash.”), private litigants have filed a number of cases in the U.S.
+Added: and Canada alleging, among other things, price fixing arrangements between Amazon.com, Inc.
+Added: and vendors and third-party sellers in Amazon’s stores, monopolization and attempted monopolization, and consumer protection and unjust enrichment claims.
+Added: Attorneys General for the District of Columbia and California brought similar suits in May 2021 and September 2022 in the Superior Court of the District of Columbia and the California Superior Court for the County of San Francisco, respectively.
+Added: Some of the private 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.
+Added: The complaints seek billions of dollars of alleged damages, treble damages, punitive damages, injunctive relief, civil penalties, attorneys’ fees, and costs.
+Added: The Federal Trade Commission (“FTC”) and a number of state Attorneys General filed a similar lawsuit in September 2023 in the W.D.
+Added: alleging violations of federal antitrust and state antitrust and consumer protection laws.
+Added: That complaint alleges, among other things, that Amazon has a monopoly in markets for online superstores and marketplace services, and unlawfully maintains those monopolies through anticompetitive practices relating to our pricing policies, advertising practices, the structure of Prime, and promotion of our own products on our website.
+Added: The complaint seeks injunctive and structural relief, an unspecified amount of damages, and costs.
+Added: Amazon’s motions to dismiss were granted in part and denied in part in Frame-Wilson in March 2022 and March 2023, De Coster v.
+Added: Amazon.com, Inc.
+Added: Wash.) in January 2023, and the California Attorney General’s lawsuit in March 2023.
+Added: All three courts dismissed claims alleging that Amazon’s pricing policies are inherently illegal and denied dismissal of claims alleging that Amazon’s pricing policies are an unlawful restraint of trade.
+Added: In March 2022, the DC Superior Court dismissed the DC Attorney General’s lawsuit in its entirety;
+Added: the dismissal is under appeal.
+Added: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
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.
2 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: 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
−Removed: As of June 30, 2023, we had $ 66.5 billion of unsecured senior notes outstanding (the “Notes”) and $ 972 million of borrowings under our credit facility.
+Added: As of September 30, 2023, we had $ 66.5 billion of unsecured senior notes outstanding (the “Notes”) and $ 972 million of borrowings under our credit facility.
Our total long-term debt obligations are as follows (in millions):
−Removed: Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2022 June 30, 2023
+Added: Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2022 September 30, 2023
2014 Notes issuance of $ 6.0 billion
25 unchanged sentences
___________________
−Removed: (1) The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, and December 2022 Notes were 12.1 , 14.6 , 18.1 , 13.6 , 12.8 , and 5.4 years as of June 30, 2023.
−Removed: The combined weighted-average remaining life of the Notes was 13.2 years as of June 30, 2023.
+Added: (1) The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, and December 2022 Notes were 11.8 , 14.4 , 17.8 , 13.3 , 12.5 , and 5.1 years as of September 30, 2023.
+Added: The combined weighted-average remaining life of the Notes was 12.9 years as of September 30, 2023.
Interest on the Notes is payable semi-annually in arrears.
1 unchanged sentence
We are not subject to any financial covenants under the Notes.
−Removed: The estimated fair value of the Notes was approximately $ 61.4 billion and $ 59.5 billion as of December 31, 2022 and June 30, 2023, which is based on quoted prices for our debt as of those dates.
+Added: The estimated fair value of the Notes was approximately $ 61.4 billion and $ 56.7 billion as of December 31, 2022 and September 30, 2023, which is based on quoted prices for our debt as of those dates.
In January 2023, we entered into an $ 8.0 billion unsecured 364-day term loan with a syndicate of lenders (the “Term Loan”), which matures in January 2024 and bears interest at the Secured Overnight Financing Rate specified in the Term Loan plus 0.75 %.
If we exercise our option to extend the Term Loan’s maturity to January 2025, the interest rate spread will increase from 0.75 % to 1.05 %.
−Removed: As of June 30, 2023, $ 8.0 billion of the Term Loan was outstanding, which was included in “Accrued expenses and other” on our consolidated balance sheets and had an interest rate of 5.9 %.
+Added: As of September 30, 2023, $ 5.0 billion of the Term Loan was outstanding, which was included in “Accrued expenses and other” on our consolidated balance sheets and had an interest rate of 6.2 %.
We have a $ 1.5 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 August 2025, bears interest based on the daily Secured Overnight Financing Rate plus 1.25 %, and has a commitment fee of up to 0.45 % on the undrawn portion.
−Removed: There were $ 1.0 billion and $ 972 million of borrowings outstanding under the Credit Facility as of December 31, 2022 and June 30, 2023, which had an interest rate of 5.6 % and 6.3 %, respectively.
−Removed: As of December 31, 2022 and June 30, 2023, we have pledged $ 1.2 billion and $ 1.1 billion of our cash and seller receivables as collateral for debt related to our Credit Facility.
−Removed: The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2022 and June 30, 2023.
+Added: There were $ 1.0 billion and $ 972 million of borrowings outstanding under the Credit Facility as of December 31, 2022 and September 30, 2023, which had an interest rate of 5.6 % and 6.6 %, respectively.
+Added: As of December 31, 2022 and September 30, 2023, we have pledged $ 1.2 billion and $ 1.1 billion of our cash and seller receivables as collateral for debt related to our Credit Facility.
+Added: The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2022 and September 30, 2023.
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.
−Removed: There were $ 6.8 billion and $ 4.4 billion of borrowings outstanding under the Commercial Paper Programs as of December 31, 2022 and June 30, 2023, 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 4.5 % and 5.0 %, respectively.
+Added: There were $ 6.8 billion and $ 567 million of borrowings outstanding under the Commercial Paper Programs as of December 31, 2022 and September 30, 2023, 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 4.5 % and 5.1 %, respectively.
We use the net proceeds from the issuance of commercial paper for general corporate purposes.
1 unchanged sentence
It may be extended for up to three additional one-year terms if approved by the lenders.
−Removed: 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.
−Removed: There were no borrowings outstanding under the Credit Agreement as of December 31, 2022 and June 30, 2023.
+Added: 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.
+Added: There were no borrowings outstanding under the Credit Agreement as of December 31, 2022 and September 30, 2023.
We have a $ 10.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “Short-Term Credit Agreement”), which matures in November 2023 and may be extended for one additional period of 364 days if approved by the lenders.
The interest rate applicable to outstanding balances under the Short-Term Credit Agreement is the Secured Overnight Financing Rate specified in the Short-Term Credit Agreement plus 0.45 %, with a commitment fee of 0.05 % on the undrawn portion.
−Removed: There were no borrowings outstanding under the Short-Term Credit Agreement as of December 31, 2022 and June 30, 2023.
+Added: There were no borrowings outstanding under the Short-Term Credit Agreement as of December 31, 2022 and September 30, 2023.
We also utilize other short-term credit facilities for working capital purposes.
−Removed: There were $ 1.2 billion and $ 1.1 billion of borrowings outstanding under these facilities as of December 31, 2022 and June 30, 2023, which were included in “Accrued expenses and other” on our consolidated balance sheets.
−Removed: In addition, we had $ 7.5 billion of unused letters of credit as of June 30, 2023.
+Added: There were $ 1.2 billion and $ 166 million of borrowings outstanding under these facilities as of December 31, 2022 and September 30, 2023, which were included in “Accrued expenses and other” on our consolidated balance sheets.
+Added: In addition, we had $ 7.8 billion of unused letters of credit as of September 30, 2023.
Note 6 — STOCKHOLDERS’ EQUITY
1 unchanged sentence
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.
−Removed: We repurchased 46.2 million shares of our common stock for $ 6.0 billion during the six months ended June 30, 2022 under these programs.
−Removed: There were no repurchases of our common stock during the six months ended June 30, 2023.
−Removed: As of June 30, 2023, we have $ 6.1 billion remaining under the repurchase program.
+Added: We repurchased 46.2 million shares of our common stock for $ 6.0 billion during the nine months ended September 30, 2022 under these programs.
+Added: There were no repurchases of our common stock during the nine months ended September 30, 2023.
+Added: As of September 30, 2023, we have $ 6.1 billion remaining under the repurchase program.
Stock Award Activity
−Removed: Common shares outstanding plus shares underlying outstanding stock awards totaled 10.6 billion and 10.8 billion as of December 31, 2022 and June 30, 2023.
+Added: Common shares outstanding plus shares underlying outstanding stock awards totaled 10.6 billion and 10.8 billion as of December 31, 2022 and September 30, 2023.
These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.
1 unchanged sentence
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
5 unchanged sentences
Total stock-based compensation expense $ 5,556 $ 5,829 $ 14,015 $ 17,704
−Removed: The following table summarizes our restricted stock unit activity for the six months ended June 30, 2023 (in millions):
+Added: The following table summarizes our restricted stock unit activity for the nine months ended September 30, 2023 (in millions):
Number of Units Weighted-Average
3 unchanged sentences
Units forfeited ( 45.8 ) 137
−Removed: Outstanding as of June 30, 2023 481.5 128
−Removed: Scheduled vesting for outstanding restricted stock units as of June 30, 2023, is as follows (in millions):
−Removed: Six Months Ended December 31, Year Ended December 31,
+Added: Outstanding as of September 30, 2023 462.1 128
+Added: Scheduled vesting for outstanding restricted stock units as of September 30, 2023, is as follows (in millions):
+Added: Three Months Ended December 31, Year Ended December 31,
2023 2024 2025 2026 2027 Thereafter Total
Scheduled vesting — restricted stock units 52.7 221.2 127.0 48.4 9.7 3.1 462.1
−Removed: As of June 30, 2023, there was $ 28.0 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements.
−Removed: This compensation is recognized on an accelerated basis with more than half of the compensation expected to be expensed in the next twelve months, and has a remaining weighted-average recognition period of 1.0 year.
−Removed: The estimated forfeiture rate as of December 31, 2022 and June 30, 2023 was 26.5 % and 26.3 %.
+Added: As of September 30, 2023, there was $ 23.3 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements.
+Added: This compensation is recognized on an accelerated basis with more than half of the compensation expected to be expensed in the next twelve months, and has a remaining weighted-average recognition period of 0.9 years.
+Added: The estimated forfeiture rate as of December 31, 2022 and September 30, 2023 was 26.5 % and 26.3 %.
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
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
26 unchanged sentences
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.
−Removed: Our income tax benefit for the six months ended June 30, 2022 was $ 2.1 billion, which included $ 3.2 billion of net discrete tax benefits primarily attributable to a valuation loss related to our equity investment in Rivian.
−Removed: Our income tax provision for the six months ended June 30, 2023 was $ 1.8 billion, which included $ 306 million of net discrete tax benefits, consisting of $ 805 million resulting from a change in the estimated qualifying expenditures associated with our 2022 U.S.
−Removed: federal R&D credit and a related increase in our foreign income deduction tax benefit, partially offset by discrete tax expense related to shortfalls from stock-based compensation.
−Removed: Cash paid for income taxes, net of refunds was $ 3.1 billion and $ 3.7 billion in Q2 2022 and Q2 2023, and $ 3.6 billion and $ 4.4 billion for the six months ended June 30, 2022 and 2023.
−Removed: As of December 31, 2022 and June 30, 2023, tax contingencies were approximately $ 4.0 billion and $ 5.0 billion.
+Added: Our income tax benefit for the nine months ended September 30, 2022 was $ 2.0 billion, which included $ 3.3 billion of net discrete tax benefits primarily attributable to a valuation loss related to our equity investment in Rivian.
+Added: Our income tax provision for the nine months ended September 30, 2023 was $ 4.1 billion, which included $ 175 million of net discrete tax expense, primarily consisting of discrete tax expense related to shortfalls from stock-based compensation and approximately $ 600 million of tax benefit resulting from a change in the estimated qualifying expenditures associated with our 2022 U.S.
+Added: federal R&D credit.
+Added: Cash paid for income taxes, net of refunds was $ 742 million and $ 2.6 billion in Q3 2022 and Q3 2023, and $ 4.3 billion and $ 7.0 billion for the nine months ended September 30, 2022 and 2023.
+Added: As of December 31, 2022 and September 30, 2023, tax contingencies were approximately $ 4.0 billion and $ 5.0 billion.
Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact our tax contingencies.
8 unchanged sentences
In September 2022, the Luxembourg tax authority (“LTA”) denied the tax basis of certain intangible assets that we distributed from Luxembourg to the U.S.
−Removed: We believe the LTA’s position is without merit and intend to defend ourselves vigorously in this matter.
−Removed: In February 2023, we received a decision by the Indian tax authority (“ITA”) that tax applies to cloud services fees paid to Amazon in the U.S.
−Removed: We will need to remit taxes on the services in question, including for a portion of prior years, until this matter is resolved, which payments could be significant in the aggregate.
−Removed: We believe the ITA’s decision is without merit, we are defending our position vigorously in the Indian courts, and we expect to recoup taxes paid.
+Added: When we are assessed by the LTA, we will need to remit taxes related to this matter.
+Added: We believe the LTA’s position is without merit, we intend to defend ourselves vigorously in this matter, and we expect to recoup taxes paid.
+Added: The Indian tax authority (“ITA”) has asserted that tax applies to cloud services fees paid to Amazon in the U.S.
+Added: We will need to remit taxes related to this matter until it is resolved, which payments could be significant in the aggregate.
+Added: We believe the ITA’s position is without merit, we are defending our position vigorously in the Indian courts, and we expect to recoup taxes paid.
If this matter is adversely resolved, we could recognize significant additional tax expense, including for taxes previously paid.
14 unchanged sentences
and are included in our North America and AWS segments.
−Removed: The majority of infrastructure costs recorded in “Technology and infrastructure” are allocated to the AWS segment based on usage.
+Added: The majority of infrastructure costs recorded in “Technology and infrastructure” are allocated to the AWS
+Added: segment based on usage.
There are no internal revenue transactions between our reportable segments.
9 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
13 unchanged sentences
Operating income 2,525 11,188 9,511 23,643
−Removed: Total non-operating expense ( 5,970 ) ( 118 ) ( 14,904 ) ( 773 )
+Added: Total non-operating income (expense) 419 1,001 ( 14,485 ) 228
Benefit (provision) for income taxes ( 69 ) ( 2,306 ) 1,990 ( 4,058 )
3 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2022 2023 2022 2023
19 unchanged sentences
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.