140 unchanged sentences
reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $ 0 , $( 15 ), and $( 2 )
−Removed: ( 34 ) 298 50
Net change ( 525 ) 416 6,344
51 unchanged sentences
Balance as of January 1, 2022 10,175 $ 106 $ ( 1,837 ) $ 55,437 $ ( 1,376 ) $ 85,915 $ 138,245
−Removed: Net income — — — — — 33,364 33,364
+Added: Net loss — — — — — ( 2,722 ) ( 2,722 )
Other comprehensive income (loss) — — — — ( 3,111 ) — ( 3,111 )
Stock-based compensation and issuance of employee benefit plan stock 113 2 — 19,629 — — 19,631
+Added: Common stock repurchased ( 46 ) — ( 6,000 ) — — — ( 6,000 )
Balance as of December 31, 2022 10,242 108 ( 7,837 ) 75,066 ( 4,487 ) 83,193 146,043
−Removed: Net loss — — — — — ( 2,722 ) ( 2,722 )
+Added: Net income — — — — — 30,425 30,425
Other comprehensive income (loss) — — — — 1,447 — 1,447
Stock-based compensation and issuance of employee benefit plan stock 141 1 — 23,959 — — 23,960
−Removed: Common stock repurchased ( 46 ) — ( 6,000 ) — — — ( 6,000 )
Balance as of December 31, 2023 10,383 109 ( 7,837 ) 99,025 ( 3,040 ) 113,618 201,875
23 unchanged sentences
Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common stock.”
−Removed: Prior Period Reclassifications
−Removed: Certain prior period amounts have been reclassified to conform to the current period presentation.
−Removed: “Other assets” were reclassified out of “Accounts receivable, net and other” on our consolidated statements of cash flows.
Principles of Consolidation
The consolidated financial statements include the accounts of Amazon.com, Inc.
−Removed: 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 health care services and seller lending financing activities.
+Added: 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 healthcare services.
Intercompany balances and transactions between consolidated entities are eliminated.
3 unchanged sentences
Actual results could differ materially from these estimates.
−Removed: For example, in Q4 2023 we completed a useful life study for our servers and are increasing the useful life from five years to six years in January 2024, which, based on servers that are included in “Property and equipment, net” as of December 31, 2023, will have an anticipated impact to our 2024 operating income of $ 3.1 billion.
−Removed: We had previously increased the useful life of our servers from four years to five years in January 2022.
+Added: We review the useful lives of equipment on an ongoing basis.
+Added: In Q4 2024, we completed a useful life study for certain types of heavy equipment and are increasing the useful life from ten years to thirteen years for such equipment effective January 1, 2025.
+Added: Based on heavy equipment included in “Property and equipment, net” as of December 31, 2024, we estimate an increase in 2025 operating income of approximately $ 0.9 billion, which will be recorded primarily in “Fulfillment” and impact our North America and International segments.
+Added: We completed our most recent servers and networking equipment useful life study in Q4 2024, and are changing the useful lives of a subset of our servers and networking equipment, effective January 1, 2025, from six years to five years .
+Added: For those assets included in “Property and equipment, net” as of December 31, 2024, whose useful life will change from six years to five years , we anticipate a decrease in 2025 operating income of approximately $ 0.7 billion.
+Added: We expect to continue to acquire more of these server and networking assets in 2025.
+Added: In 2024, we also determined, primarily in the fourth quarter, to retire early certain of our servers and networking equipment.
+Added: We recorded approximately $ 920 million of accelerated depreciation and related charges for the quarter ended December 31, 2024 related to these decisions.
+Added: The accelerated depreciation will continue into 2025 and decrease operating income by approximately $ 0.6 billion in 2025.
+Added: These two changes above are due to an increased pace of technology development, particularly in the area of artificial intelligence and machine learning.
+Added: We had previously increased the useful life of our servers from five years to six years effective January 1, 2024.
+Added: The effect of this change for the year ended December 31, 2024, based on servers that were included in “Property and equipment,
+Added: net” as of December 31, 2023 and those acquired during the year ended December 31, 2024, was a reduction in depreciation and amortization expense of $ 3.2 billion and a benefit to net income of $ 2.5 billion, or $ 0.23 per basic share and $ 0.23 per diluted share.
+Added: These server and networking equipment useful life changes primarily impact our AWS segment.
For the year ended December 31, 2022, we recorded approximately $ 1.1 billion, of which $ 720 million was recorded in the fourth quarter, of impairments of property and equipment and operating leases primarily related to physical stores.
−Removed: 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 year ended December 31, 2022, we also recorded expenses of approximately $ 480 million, primarily in “Fulfillment”, 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: These charges were recorded in “Other operating expense (income), net” and primarily impacted our North America segment.
+Added: For the year ended December 31, 2022, we also recorded expenses of approximately $ 480 million, primarily in “Fulfillment,” primarily relating to terminating contracts for certain leases not yet commenced as well as other purchase commitments, which primarily impacted our North America segment.
For the year ended December 31, 2022, we recorded approximately $ 720 million, of which $ 640 million was recorded in the fourth quarter, of estimated severance costs primarily related to planned role eliminations.
−Removed: These charges were recorded primarily in “Technology and infrastructure,” “Fulfillment,” and “General and administrative” on our consolidated statements of operations and primarily impacted our North America segment.
+Added: These charges were recorded primarily in “Technology and infrastructure,” “Fulfillment,” and “General and administrative” and primarily impacted our North America segment.
Charges for impairment, expenses for terminating contracts and other commitments, and severance costs were not material to our consolidated results of operations for the years ended December 31, 2023 and 2024.
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Sales commissions we pay in connection with contracts that exceed one year are capitalized and amortized over the contract term.
−Removed: Other - Other revenue includes sales related to various other offerings, such as certain licensing and distribution of video content, health care services, and shipping services, and our co-branded credit card agreements.
+Added: Other - Other revenue includes sales related to various other offerings, such as healthcare services, certain licensing and distribution of video content, and shipping services, and our co-branded credit card agreements.
Revenue is recognized when content is licensed or distributed and as or when services are performed.
43 unchanged sentences
The estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised.
−Removed: We consider many factors when estimating expected forfeitures, including historical forfeiture experience by grant year and employee level.
−Removed: Additionally, stock-based compensation includes stock appreciation rights that are expected to settle in cash.
+Added: We consider many factors when estimating expected forfeitures, including historical forfeiture experience.
+Added: Additionally, we have stock-based compensation awards that are expected to settle in cash.
These liability-classified awards are remeasured to fair value at the end of each reporting period until settlement or expiration.
Other Operating Expense (Income), Net
−Removed: Other operating expense (income), net, consists primarily of the amortization of intangible assets, and asset impairments for physical store closures in 2022 and for fulfillment network facilities and physical store closures in 2023.
+Added: Other operating expense (income), net, consists primarily of the amortization of intangible assets and asset impairments.
Other Income (Expense), Net
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Total other income (expense), net $ ( 16,806 ) $ 938 $ ( 2,250 )
−Removed: Included in other income (expense), net in 2022 and 2023 is a marketable equity securities valuation gain (loss) of $( 12.7 ) billion and $ 797 million from our equity investment in Rivian Automotive, Inc.
+Added: Included in other income (expense), net in 2022, 2023, and 2024 is a marketable equity securities valuation gain (loss) of $( 12.7 ) billion, $ 797 million, and $( 1.6 ) billion 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.
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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.
−Removed: Required summarized financial information of Rivian as disclosed in its most recent SEC filings is as follows (in millions):
−Removed: December 31, 2021 Year Ended
−Removed: December 31, 2022 Nine Months Ended
−Removed: September 30, 2023
−Removed: Revenues $ 55 $ 1,658 $ 3,119
−Removed: Gross profit ( 465 ) ( 3,123 ) ( 1,424 )
−Removed: Loss from operations ( 4,220 ) ( 6,856 ) ( 4,158 )
−Removed: Net loss ( 4,688 ) ( 6,752 ) ( 3,911 )
−Removed: December 31, 2022 September 30, 2023
−Removed: Total current assets $ 13,130 $ 12,086
−Removed: Total assets 17,876 16,456
−Removed: Total current liabilities 2,424 2,624
−Removed: Total liabilities 4,077 5,904
Income tax expense includes U.S.
22 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 2023.
−Removed: We hold equity warrants giving us the right to acquire stock of other companies.
−Removed: As of December 31, 2022 and 2023, these warrants had a fair value of $ 2.1 billion and $ 2.2 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.
−Removed: These warrants are classified as Level 2 and 3 assets.
Cash and Cash Equivalents
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This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
−Removed: The inventory valuation allowance, representing a write-down of inventory, was $ 2.8 billion and $ 3.0 billion as of December 31, 2022 and 2023.
+Added: The inventory valuation allowance, representing a write-down of inventory, was $ 3.0 billion as of December 31, 2023 and 2024.
We provide Fulfillment by Amazon services in connection with certain of our sellers’ programs.
5 unchanged sentences
If we reduce these commitments, we may incur additional costs.
−Removed: We also have firm, non-cancellable commitments for certain products offered in our Whole Foods Market stores.
Accounts Receivable, Net and Other
−Removed: 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 2023, customer receivables, net, were $ 26.6 billion and $ 34.1 billion, vendor receivables, net, were $ 6.9 billion and $ 8.5 billion, seller receivables, net, were $ 1.3 billion and $ 1.0 billion, and other receivables, net, were $ 3.1 billion and $ 3.3 billion.
−Removed: 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 $ 5.4 billion as of December 31, 2022 and December 31, 2023.
+Added: Included in “Accounts receivable, net and other” on our consolidated balance sheets are receivables primarily related to customers, vendors, and prepaid expenses and other current assets.
+Added: As of December 31, 2023 and 2024, customer receivables, net, were $ 34.1 billion and $ 34.3 billion, vendor receivables, net, were $ 8.5 billion and $ 11.6 billion, and other receivables, net, were $ 4.3 billion and $ 3.4 billion.
+Added: Prepaid expenses and other current assets, which include amounts related to non-income taxes and satellite network launch services deposits, were $ 5.4 billion and $ 6.3 billion as of December 31, 2023 and December 31, 2024.
+Added: We currently expense satellite network launch services deposits upon launch to “Technology and infrastructure.”
We estimate losses on receivables based on expected losses, including our historical experience of actual losses.
11 unchanged sentences
Equipment includes assets such as servers and networking equipment, heavy equipment, and other fulfillment equipment.
−Removed: Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets (generally the lesser of 40 years or the remaining life of the underlying building, four years prior to January 1, 2022 and five years subsequent to January 1, 2022 for our servers, five years prior to January 1, 2022 and six years subsequent to January 1, 2022 for our networking equipment, ten years for heavy equipment, and three to ten years for other fulfillment equipment).
+Added: Depreciation and amortization is recorded on a straight-line basis over the estimated useful lives of the assets (generally the lesser of 40 years or the remaining life of the underlying building, five years
+Added: prior to January 1, 2024 and six years subsequent to January 1, 2024 for our servers, six years for our networking equipment, ten years for heavy equipment, and three to ten years for other fulfillment equipment).
Depreciation and amortization expense is classified within the corresponding operating expense categories on our consolidated statements of operations.
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acquired intangible assets, net of accumulated amortization;
−Removed: equity warrant assets and certain equity investments;
+Added: convertible notes and certain equity investments;
satellite network launch services deposits;
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Total video and music expense includes licensing and production costs associated with content offered within Amazon Prime memberships, and costs associated with digital subscriptions and sold or rented content.
−Removed: We generally invest our excess cash in AAA-rated money market funds and investment grade short- to intermediate-term marketable debt securities.
+Added: Cash Equivalents and Marketable Securities
+Added: We generally invest our excess cash in investment grade short- to intermediate-term marketable debt securities and AAA-rated money market funds.
Such investments are included in “Cash and cash equivalents” or “Marketable securities” on the accompanying consolidated balance sheets.
1 unchanged sentence
Expected credit losses are recorded as an allowance through “Other income (expense), net” on our consolidated statements of operations.
−Removed: Convertible notes classified as available for sale, equity investments in private companies for which we do not have the ability to exercise significant influence and accounted for at cost, and equity investments accounted for using the equity method of accounting are included within “Other assets” on our consolidated balance sheets.
+Added: Equity investments that have readily determinable fair values, including investments for which we have elected the fair value option, are included in “Marketable securities” on our consolidated balance sheets and measured at fair value with changes recognized in “Other income (expense), net” on our consolidated statements of operations.
+Added: Non-Marketable Investments
+Added: Notes that are convertible to equity classified as available-for-sale are reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income (loss).” Credit losses, if any, are recorded as an allowance through “Other income (expense), net” on our consolidated statements of operations.
+Added: Upon conversion, the amount of the notes reported at fair value are reclassified generally from available-for-sale to equity investments accounted for at cost, with any associated unrealized gain or loss reclassified from “Accumulated other comprehensive income (loss)” to “Other income (expense), net” on our consolidated statements of operations.
In Q3 2023, we invested in a $ 1.25 billion note from Anthropic, PBC, which is convertible to equity.
−Removed: The note is classified as available for sale and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income (loss).” The note is classified as a Level 3 asset.
−Removed: We have an agreement that expires in Q1 2024 to invest up to an additional $ 2.75 billion in a second convertible note.
+Added: In Q1 2024, we invested $ 2.75 billion in a second convertible note.
+Added: In Q4 2024, we entered into an agreement and invested $ 1.3 billion in a third convertible note, and will invest an additional $ 2.7 billion by Q4 2025.
+Added: The notes are classified as available-for-sale and are classified as Level 3 assets, and as of December 31, 2024 had an estimated fair value of approximately $ 13.8 billion.
+Added: In making these estimates, we utilized valuation methods based on information available, including the rights and obligations of the convertible notes, other outstanding classes of securities, observable transactions such as new securities offerings, estimates of expected time to and type of liquidity events and anticipated securities offerings, and discounts for lack of marketability.
+Added: Subsequent to December 31, 2024, a portion of the notes were converted to nonvoting preferred stock.
+Added: As a result of this conversion, a significant portion of the unrealized gain associated with the notes as of December 31, 2024 was reclassified and
+Added: a gain will be recorded in “Other income (expense), net” in our Q1 2025 consolidated statement of operations.
We also have a commercial arrangement primarily for the provision of AWS cloud services, which includes the use of AWS chips.
−Removed: Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments, with adjustments recognized in “Other income (expense), net” on our consolidated statements of operations.
+Added: Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments recognized in “Other income (expense), net” on our consolidated statements of operations.
Each reporting period, we perform a qualitative assessment to evaluate whether the investment is impaired.
2 unchanged sentences
As of December 31, 2023 and 2024, these investments had a carrying value of $ 754 million and $ 989 million.
−Removed: Equity investments are accounted for using the equity method of accounting, or at fair value if we elect the fair value option, if the investment gives us the ability to exercise significant influence, but not control, over an investee.
+Added: Equity investments where we can exercise significant influence, but not control, over an investee are accounted for using the equity method of accounting, or at fair value if we elect the fair value option.
Our share of the earnings or losses as reported by equity-method investees, amortization of basis differences, related gains or losses, and impairments, if any, are recognized in “Equity-method investment activity, net of tax” on our consolidated statements of operations.
Each reporting period, we evaluate whether declines in fair value below carrying value are other-than-temporary and if so, we write down the investment to its estimated fair value.
−Removed: Equity investments that have readily determinable fair values, including investments for which we have elected the fair value option, are included in “Marketable securities” on our consolidated balance sheets and measured at fair value with changes recognized in “Other income (expense), net” on our consolidated statements of operations.
+Added: As of December 31, 2023 and 2024, these investments had a carrying value of $ 614 million and $ 1.2 billion.
+Added: As of December 31, 2023 and 2024, equity warrants measured at fair value were $ 2.2 billion and $ 2.7 billion, with changes recognized in “Other income (expense), net” on our consolidated statements of operations.
+Added: These warrants are classified as Level 2 and 3 assets.
+Added: These non-marketable investments are included within “Other assets” on our consolidated balance sheets.
+Added: Certain of our investments represent a variable interest in an entity.
+Added: We do not consolidate the entities in which we hold these investments because we are not the primary beneficiary.
Long-Lived Assets
7 unchanged sentences
Accrued Expenses and Other
−Removed: Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to leases and asset retirement obligations, tax-related liabilities, current debt, payroll and related expenses, unredeemed gift cards, self-insurance liabilities, customer liabilities, marketing liabilities, acquired digital media content, and other operating expenses.
−Removed: As of December 31, 2022 and 2023, our liabilities for payroll related expenses were $ 7.7 billion and our liabilities for unredeemed gift cards were $ 5.4 billion and $ 5.3 billion.
+Added: Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to tax-related liabilities, leases and asset retirement obligations, self-insurance liabilities, payroll and related expenses, current debt, unredeemed gift cards, customer liabilities, marketing liabilities, acquired digital media content, and other operating expenses.
+Added: As of December 31, 2023 and 2024, our liabilities for payroll related expenses were $ 7.7 billion and $ 7.5 billion and our liabilities for unredeemed gift cards were $ 5.3 billion and $ 5.4 billion.
We reduce the liability for a gift card when redeemed by a customer.
1 unchanged sentence
Self-Insurance Liabilities
−Removed: Although we maintain certain high-deductible, third-party insurance coverage for catastrophic losses, we effectively self-insure for exposure primarily related to workers’ compensation, employee health care benefits, general and product liability, and automobile liability, including liability resulting from third-party transportation service providers.
+Added: Although we maintain certain high-deductible, third-party insurance coverage for catastrophic losses, we effectively self-insure for exposure primarily related to workers’ compensation, employee healthcare benefits, general and product liability, and automobile liability, including liability resulting from third-party transportation service providers.
We estimate self-insurance liabilities by considering historical claims experience, frequency and costs of claims, projected claims development, inflation, and other actuarial assumptions.
1 unchanged sentence
In the fourth quarter of 2022, we increased our reserves for general, product, and automobile liabilities by $ 1.3 billion primarily driven by changes in our estimates about the costs of asserted and unasserted claims, which was primarily recorded in “Cost of sales” on our consolidated statements of operations and impacted our North America segment.
−Removed: Increases to our reserves driven by changes in estimates were not material to our consolidated results of operations for the years ended December 31, 2021 and
+Added: Increases to our reserves driven by
+Added: changes in estimates were not material to our consolidated results of operations for the years ended December 31, 2023 and 2024.
As of December 31, 2023 and 2024, our total self-insurance liabilities were $ 6.3 billion and $ 8.5 billion and are included in “Accrued expenses and other” on our consolidated balance sheets.
5 unchanged sentences
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 financial statements.
−Removed: For contracts with original terms that exceed one year, those commitments not yet recognized were $ 155.7 billion as of December 31, 2023.
+Added: For contracts with original terms that exceed one year, those commitments not yet recognized were approximately $ 177 billion as of December 31, 2024.
The weighted average remaining life of our long-term contracts is 4.1 years.
1 unchanged sentence
Other Long-Term Liabilities
−Removed: Included in “Other long-term liabilities” on our consolidated balance sheets are liabilities primarily related to financing obligations, unearned revenue, asset retirement obligations, tax contingencies, digital video and music content, and deferred tax liabilities.
+Added: Included in “Other long-term liabilities” on our consolidated balance sheets are liabilities primarily related to financing obligations, unearned revenue, asset retirement obligations, tax contingencies, deferred tax liabilities, and digital video and music content.
Foreign Currency
7 unchanged sentences
Accounting Pronouncements Not Yet Adopted
−Removed: In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.
+Added: In December 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.
The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.
−Removed: We are currently evaluating the ASU to determine its impact on our income tax disclosures.
+Added: We expect to adopt the ASU on a retroactive basis.
+Added: In November 2024, the FASB issued an ASU amending existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses.
+Added: The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: The amendments can be applied on either a prospective or retroactive basis.
+Added: We are currently evaluating the ASU to determine its impact on our disclosures.
Note 2 — FINANCIAL INSTRUMENTS
34 unchanged sentences
(1) The related unrealized gain (loss) recorded in “Other income (expense), net” was $( 13.6 ) billion, $ 1.0 billion, and $( 1.3 ) billion for the years ended December 31, 2022, 2023, and 2024.
−Removed: (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.
+Added: (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, standby and trade letters of credit, and licenses of digital media content.
We classify cash, cash equivalents, and marketable debt 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.
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2022 Acquisition Activity
−Removed: During 2021, we acquired certain companies for an aggregate purchase price of $ 496 million, net of cash acquired.
−Removed: 2022 Acquisition Activity
On March 17, 2022, we acquired MGM Holdings Inc., for cash consideration of approximately $ 6.1 billion, net of cash acquired, to provide more digital media content options for customers.
1 unchanged sentence
The acquired assets primarily consist of $ 3.4 billion of video content and $ 4.9 billion of goodwill.
−Removed: During 2022, we also acquired certain other companies for an aggregate purchase price of $ 141 million, net of cash acquired.
+Added: During 2022, we also completed acquisition activity for aggregate cash consideration of $ 141 million, net of cash acquired.
2023 Acquisition Activity
On February 22, 2023, we acquired 1Life Healthcare, Inc.
−Removed: (One Medical), for cash consideration of approximately $ 3.5 billion, net of cash acquired, to provide health care options for customers.
+Added: (One Medical), for cash consideration of approximately $ 3.5 billion, net of cash acquired, to provide healthcare options for customers.
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.
−Removed: During 2023, we also acquired certain other companies for an immaterial aggregate purchase price, net of cash acquired.
−Removed: Pro forma results of operations have not been presented because the effects of the 2023 acquisitions, individually and in the aggregate, were not material to our consolidated results of operations.
−Removed: Acquisition-related costs were expensed as incurred and were not significant.
−Removed: In addition, 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: In January 2024, we and iRobot agreed to terminate the transaction.
−Removed: The goodwill of the acquired companies is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition.
−Removed: The goodwill of the acquired companies is generally not deductible for tax purposes.
+Added: During 2023, we also completed acquisition activity for immaterial aggregate cash consideration, net of cash acquired.
+Added: 2024 Acquisition Activity
+Added: During 2024, we completed acquisition activity for aggregate cash consideration of $ 780 million, net of cash acquired.
+Added: The primary reasons for these transactions were to acquire technologies and know-how to enable Amazon to serve customers more effectively or to expand our customer base.
+Added: Pro forma results of operations have not been presented because the effects of the 2024 transactions, individually and in the aggregate, were not material to our consolidated results of operations.
+Added: Transaction-related costs were expensed as incurred and were not significant.
+Added: The goodwill resulting from the acquisition activity is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition.
+Added: The goodwill resulting from the acquisition activity is generally not deductible for tax purposes.
The following summarizes our goodwill activity in 2023 and 2024 by segment (in millions):
1 unchanged sentence
Goodwill - January 1, 2023 $ 16,621 $ 2,411 $ 1,256 $ 20,288
−Removed: New acquisitions 3,943 1,054 — 4,997
+Added: Acquisition activity 2,494 — — 2,494
Other adjustments (1) 11 1 ( 5 ) 7
Goodwill - December 31, 2023 19,126 2,412 1,251 22,789
−Removed: New acquisitions 2,494 — — 2,494
+Added: Acquisition activity 191 77 52 320
Other adjustments (1) ( 28 ) ( 4 ) ( 3 ) ( 35 )
27 unchanged sentences
Note 6 — DEBT
−Removed: As of December 31, 2023, we had $ 66.5 billion of unsecured senior notes outstanding (the “Notes”) and $ 682 million of borrowings under our secured revolving credit facility.
+Added: As of December 31, 2024, we had $ 58.0 billion of unsecured senior notes outstanding (the “Notes”).
Our total long-term debt obligations are as follows (in millions):
33 unchanged sentences
The estimated fair value of the Notes was approximately $ 60.6 billion and $ 50.2 billion as of December 31, 2023 and 2024, which is based on quoted prices for our debt as of those dates.
−Removed: 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”).
−Removed: 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 $ 682 million of borrowings outstanding under the Credit Facility as of December 31, 2022 and 2023, which had an interest rate of 5.6 % and 6.6 %, respectively.
−Removed: As of December 31, 2022 and 2023, we have pledged $ 1.2 billion and $ 806 million 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 2023.
+Added: As of September 30, 2024, we had repaid outstanding borrowings and terminated the secured revolving credit facility with a lender that was secured by certain seller receivables (the “Credit Facility”).
+Added: The Credit Facility bore interest based on the daily Secured Overnight Financing Rate plus 1.25 %, and had a commitment fee of up to 0.45 % on the undrawn portion.
+Added: There were $ 682 million of borrowings outstanding under the Credit Facility as of December 31, 2023, which had an interest rate of 6.6 %.
+Added: As of December 31, 2023, we had pledged $ 806 million 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 was based on Level 2 inputs, approximated its carrying value as of December 31, 2023.
As of December 31, 2024, future principal payments for our total long-term debt were as follows (in millions):
3 unchanged sentences
The Term Loan was classified as short-term debt and included within “Accrued expenses and other” on our consolidated balance sheets.
−Removed: As of December 31, 2023, the entire amount of the Term Loan has been repaid.
+Added: As of December 31, 2023, the entire amount of the Term Loan had been repaid.
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 of
−Removed: borrowings outstanding under the Commercial Paper Programs as of December 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 4.5 %.
−Removed: There were no borrowings outstanding under the Commercial Paper Programs as of December 31, 2023.
+Added: There were no borrowings
+Added: outstanding under the Commercial Paper Programs as of December 31, 2023 and 2024.
We use the net proceeds from the issuance of commercial paper for general corporate purposes.
−Removed: In November 2023, we entered into a $ 15.0 billion unsecured revolving credit facility with a syndicate of lenders (the “Credit Agreement”), which replaced the prior amended and restated credit agreement entered into in March 2022.
−Removed: The Credit Agreement has a term that extends to November 2028 and may be extended for one or more additional one-year terms if approved by the lenders.
+Added: We have a $ 15.0 billion unsecured revolving credit facility with a syndicate of lenders (the “Credit Agreement”), with a term that extends to November 2028 and may be extended for one or more additional one-year terms subject to approval 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.
−Removed: There were no borrowings outstanding under the Credit Agreement or the prior amended and restated credit agreement as of December 31, 2022 and 2023.
−Removed: In November 2023, we also entered into a $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “Short-Term Credit Agreement”), which replaced the prior 364-day revolving credit agreement entered into in November 2022.
−Removed: The Short-Term Credit Agreement matures in October 2024 and may be extended for one additional period of 364 days if approved by the lenders.
+Added: There were no borrowings outstanding under the Credit Agreement as of December 31, 2023 and 2024.
+Added: In October 2024, we entered into a $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “Short-Term Credit Agreement”), which replaced the prior 364-day revolving credit agreement entered into in November 2023.
+Added: The Short-Term Credit Agreement matures in October 2025 and may be extended for one additional period of 364 days subject to approval 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 0.03 % on the undrawn portion.
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We also utilize other short-term credit facilities for working capital purposes.
−Removed: There were $ 1.2 billion and $ 147 million of borrowings outstanding under these facilities as of December 31, 2022 and 2023, which were included in “Accrued expenses and other” on our consolidated balance sheets.
+Added: There were $ 147 million and $ 151 million of borrowings outstanding under these facilities as of December 31, 2023 and 2024, which were included in “Accrued expenses and other” on our consolidated balance sheets.
In addition, we had $ 8.3 billion of unused letters of credit as of December 31, 2024.
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The weighted-average remaining term of the financing obligations was 17.0 years and 16.1 years and the weighted-average imputed interest rate was 3.1 % as of December 31, 2023 and 2024.
−Removed: (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.
−Removed: 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.
+Added: (2) Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content, procure energy, and license software that are not reflected on the consolidated balance sheets.
+Added: For those 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.
−Removed: Renewable energy agreements based on actual generation without a fixed or minimum volume commitment are not included.
−Removed: These agreements also provide the right to receive renewable energy certificates for no additional consideration.
−Removed: (3) Includes asset retirement obligations, liabilities associated with digital media content agreements with initial terms greater than one year, and the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction.
+Added: Energy agreements based on actual generation without a fixed or minimum volume commitment are not included.
+Added: Our energy agreements generally provide the right to receive energy certificates for no additional consideration.
+Added: (3) Includes asset retirement obligations, the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction, and liabilities associated with digital media content agreements with initial terms greater than one year.
Excludes approximately $ 6.5 billion of income tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.
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The Company is involved from time to time in claims, proceedings, and litigation, including the following:
−Removed: In November 2015, Eolas Technologies, Inc.
−Removed: filed a complaint against Amazon.com, Inc.
−Removed: in the United States District Court for the Eastern District of Texas.
−Removed: The complaint alleges, among other things, that the use of “interactive features” on www.amazon.com, including “search suggestions and search results,” infringes U.S.
−Removed: 9,195,507, entitled “Distributed
−Removed: Hypermedia Method and System for Automatically Invoking External Application Providing Interaction and Display of Embedded Objects Within a Hypermedia Document.” The complaint sought a judgment of infringement together with costs and attorneys’ fees.
−Removed: In February 2016, Eolas filed an amended complaint seeking, among other things, an unspecified amount of damages.
−Removed: In February 2017, Eolas alleged in its damages report that in the event of a finding of liability Amazon could be subject to $ 130 million to $ 250 million in damages.
−Removed: In April 2017, the case was transferred to the United States District Court for the Northern District of California.
−Removed: In May 2022, the district court granted summary judgment, holding that the patent is invalid.
−Removed: In June 2022, Eolas filed a notice of appeal.
−Removed: In February 2024, the United States Court of Appeals for the Federal Circuit affirmed the district court’s judgment.
−Removed: We dispute the allegations of wrongdoing and will continue to defend ourselves vigorously in this matter.
In May 2018, Rensselaer Polytechnic Institute and CF Dynamic Advances LLC filed a complaint against Amazon.com, Inc.
in the United States District Court for the Northern District of New York.
−Removed: The complaint alleges, among other things, that “Alexa Voice Software and Alexa enabled devices” infringe U.S.
−Removed: 7,177,798, entitled “Natural Language Interface Using Constrained Intermediate Dictionary of Results.” The complaint seeks an injunction, an unspecified amount of damages, enhanced damages , an ongoing royalty, interest, attorneys’ fees, and costs.
+Added: The complaint alleged, among other things, that “Alexa Voice Software and Alexa enabled devices” infringe U.S.
+Added: 7,177,798, entitled “Natural Language Interface Using Constrained Intermediate Dictionary of Results.” The complaint sought an injunction, an unspecified amount of damages, enhanced damages , an ongoing royalty, interest, attorneys’ fees, and costs.
In March 2023, the plaintiffs alleged in their damages report that in the event of a finding of liability Amazon could be subject to $ 140 million to $ 267 million in damages.
−Removed: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
+Added: In March 2024, the district court granted summary judgment ruling that the patent is invalid and dismissed the case.
+Added: In April 2024, the plaintiffs filed a notice of appeal.
+Added: We dispute the allegations of wrongdoing and will continue to defend ourselves vigorously in this matter.
In December 2018, Kove IO, Inc.
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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.
+Added: The complaint alleged, among other things, that Amazon S3 and DynamoDB infringe U.S.
7,814,170 and 7,103,640, each 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.
+Added: 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 sought an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief.
+Added: In April 2024, a jury found that Amazon infringed the asserted patents and awarded Kove $ 525 million in damages.
+Added: In August 2024, the court awarded Kove $ 148 million in pre-judgment interest.
+Added: In September 2024, we filed a notice of appeal.
+Added: We disagree with the jury’s findings and will continue to defend ourselves vigorously in this matter.
Beginning in June 2019 with Wilcosky v.
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alleging violations of federal antitrust and state antitrust and consumer protection laws.
−Removed: 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: That complaint alleges, among other things, that Amazon has a monopoly in markets for online superstores and marketplace
+Added: 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.
The complaint seeks injunctive and structural relief, an unspecified amount of damages, and costs.
+Added: In May 2024, the Attorney General of Arizona filed a complaint in the Superior Court of Arizona in Maricopa County alleging that Amazon’s practices related to pricing and the Featured Offers in its stores violate state antitrust and consumer protection laws.
+Added: That complaint also seeks injunctive relief, an unspecified amount of damages, civil penalties, and costs.
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.
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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.
−Removed: In March 2022, the DC Superior Court dismissed the DC Attorney General’s lawsuit in its entirety;
−Removed: the dismissal is under appeal.
+Added: In August 2024, the DC Court of Appeals overturned a prior decision by the DC Superior Court dismissing the DC Attorney General’s lawsuit and that case is now proceeding.
+Added: In September 2024, the United States District Court for the W.D.
+Added: granted in part Amazon’s motion to dismiss the suit brought by the FTC and certain state Attorneys General with respect to five state law claims and denied the motion with respect to the remaining claims.
We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
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The complaint alleges, among other things, that certain Amazon Prime Video features and services infringe U.S.
−Removed: 9,648,388, 10,546,750, and 10,536,751, each entitled “Video-On-Demand Content Delivery System for Providing Video-On-Demand Services to TV
−Removed: Services Subscribers”;
+Added: 9,648,388, 10,546,750, and 10,536,751, each entitled “Video-On-Demand Content Delivery System for Providing Video-On-Demand Services to TV Services Subscribers”;
10,028,026, entitled “System for Addressing On-Demand TV Program Content on TV Services Platform of a Digital TV Services Provider”;
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In April 2022, Broadband iTV alleged in its damages report that in the event of a finding of liability Amazon could be subject to $ 166 million to $ 986 million in damages.
−Removed: In September 2022, the court granted summary judgment, holding that the patents are invalid.
+Added: In September 2022, the district court granted summary judgment, holding that the patents are invalid.
In October 2022, Broadband iTV filed a notice of appeal.
+Added: In September 2024, the United States Court of Appeals for the Federal Circuit affirmed the district court’s judgment.
+Added: This decision is subject to appeal.
We dispute the allegations of wrongdoing and will continue to defend ourselves vigorously in this matter.
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We believe the ICA’s decision to be without merit and intend to defend ourselves vigorously in this matter.
−Removed: In July 2022, Acceleration Bay, LLC filed a complaint against Amazon Web Services, Inc.
−Removed: in the United States District Court for the District of Delaware.
−Removed: The complaint alleges, among other things, that Amazon EC2, Amazon CloudFront, AWS Lambda, Amazon Lumberyard, Luna, Amazon Prime Video, Twitch, Amazon GameLift, GridMate, Amazon EKS, AWS App Mesh, and Amazon VPC infringe U.S.
−Removed: 6,701,344, entitled “Distributed Game Environment”;
−Removed: 6,714,966, entitled “Information Delivery Service”;
−Removed: 6,732,147, entitled “Leaving a Broadcast Channel”;
−Removed: 6,829,634, entitled “Broadcasting Network”;
−Removed: and 6,910,069, entitled “Joining a Broadcast Channel.” The complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, interest, attorneys’ fees, and costs.
−Removed: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
−Removed: In November 2022, LightGuide, Inc.
−Removed: filed a complaint against Amazon.com, Inc.
−Removed: and Amazon.com Services LLC in the United States District Court for the Eastern District of Texas.
−Removed: The complaint alleges, among other things, that Amazon’s Nike Intent Detection System used in certain fulfillment centers infringes U.S.
−Removed: 7,515,981, entitled “Light Guided Assembly System”;
−Removed: and 9,658,614 and 10,528,036, each entitled “Light Guided Assembly System and Method.” 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.
−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: In November 2023, the court granted in part Amazon’s motion to dismiss Dialect’s complaint and dismissed the ‘845 patent from the case.
−Removed: We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
Beginning in October 2023, Nokia Technologies Oy and related entities filed complaints alleging infringement of patents related to video-related technologies against Amazon.com, Inc.
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The complaints seek, among other things, injunctive relief and, in some cases, unspecified money damages, enhanced damages, attorneys’ fees, costs, interest, and declaratory relief.
−Removed: These matters are at various procedural stages, with preliminary injunctions issued in certain instances.
+Added: These matters are at various procedural stages, with preliminary and final injunctions issued in certain instances.
We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
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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 9 — Income Taxes.”
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Stock Repurchase Activity
−Removed: 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 in 2022 under these programs.
+Added: 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.
+Added: We repurchased 46.2 million shares of our common stock for $ 6.0 billion in 2022.
There were no repurchases of common stock in 2023 or 2024.
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As of December 31, 2024, there was $ 16.2 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 0.9 years.
+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 1.0 year.
The estimated forfeiture rate as of December 31, 2022, 2023, and 2024 was 26.5 %, 26.1 %, and 25.6 %.
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These enhanced deductions are scheduled to phase out annually from 2023 through 2026.
−Removed: Our federal tax provision included a partial accelerated depreciation deduction election for 2021, and a full election for 2022 and 2023.
+Added: Our federal tax provision included accelerated depreciation deductions for 2022, 2023, and 2024.
Effective January 1, 2022, research and development expenses are required to be capitalized and amortized for U.S.
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(1) Includes non-deductible stock-based compensation and excess tax benefits or shortfalls from stock-based compensation.
−Removed: Our tax provision includes $ 1.9 billion of excess tax benefits from stock-based compensation for 2021, and $ 33 million and $ 519 million of tax shortfalls from stock-based compensation for 2022 and 2023.
+Added: Our tax provision includes $ 33 million and $ 519 million of tax shortfalls from stock-based compensation for 2022 and 2023, and $ 2.8 billion of excess tax benefits from stock-based compensation for 2024.
companies are eligible for a deduction that lowers the effective tax rate on certain foreign income.
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taxable income.
−Removed: We generated an income tax benefit in 2022 as compared to a provision for income taxes in 2021 primarily due to a decrease in pretax income and an increase in the foreign income deduction.
−Removed: This was partially offset by a reduction in excess tax benefits from stock-based compensation and a decrease in the tax impact of foreign earnings and losses driven by a decline in the favorable effects of corporate restructuring transactions.
−Removed: The foreign income deduction benefit recognized in 2022 reflects a change in our application of tax regulations related to the computation of qualifying foreign income and includes a tax benefit of approximately $ 655 million related to years prior to 2022.
We recorded a provision for income taxes in 2023 as compared to an income tax benefit in 2022 primarily due to an increase in pretax income, a decrease in the tax impact of foreign earnings and losses driven by a decline in the favorable effects of corporate restructuring transactions, and an increase in tax shortfalls from stock-based compensation.
1 unchanged sentence
federal R&D credit.
+Added: Our provision for income taxes in 2024 was higher than in 2023 primarily due to an increase in pretax income, partially offset by an increase in excess tax benefits from stock-based compensation and an increase in our foreign income deduction.
We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S.
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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.
−Removed: We are also subject to taxation in various states and other foreign jurisdictions including China, France, Germany, India, Japan, Luxembourg, and the United Kingdom.
+Added: We are also subject to taxation in various states and 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 2011 and thereafter.
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We will need to remit taxes related to this matter until it is resolved, which payments could be significant in the aggregate.
−Removed: 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.
+Added: We believe the ITA’s position is without merit, we are defending our position vigorously, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In December 2017, Luxembourg appealed the European Commission’s decision.
−Removed: In May 2018, we appealed.
−Removed: On May 12, 2021, the European Union General Court annulled the European Commission’s state aid decision.
−Removed: In July 2021, the European Commission appealed the decision to the European Court of Justice.
−Removed: In December 2023, the European Court of Justice affirmed the European Union General Court’s decision.
Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact our tax contingencies.
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There are no internal revenue transactions between our reportable segments.
−Removed: Our chief operating decision maker (“CODM”) regularly reviews consolidated net sales, consolidated operating expenses, and consolidated operating income (loss) by segment.
−Removed: Amounts included in consolidated operating expenses include “Cost of sales,” “Fulfillment,” “Technology and infrastructure,” “Sales and marketing,” “General and administrative,” and “Other operating expense (income), net.” Our CODM manages our business by reviewing annual forecasts and consolidated results by segment on a quarterly basis.
+Added: Our chief operating decision maker (“CODM”) is our President and Chief Executive Officer.
+Added: Our CODM regularly reviews consolidated net sales, consolidated operating expenses, and consolidated operating income (loss) by segment.
+Added: Amounts included in consolidated operating expenses include “Cost of sales,” “Fulfillment,” “Technology and infrastructure,” “Sales and marketing,” “General and administrative,” and “Other operating expense (income), net.” Our CODM manages our business primarily by reviewing consolidated results by segment on a quarterly basis, and using those results along with forecasts and other non-financial information in our annual budgeting process.
North America
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Operating expenses 125,753 133,856 139,114
−Removed: Operating loss $ ( 924 ) $ ( 7,746 ) $ ( 2,656 )
+Added: Operating income (loss) $ ( 7,746 ) $ ( 2,656 ) $ 3,792
Net sales $ 80,096 $ 90,757 $ 107,556
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(5) 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.
−Removed: (6) Includes sales related to various other offerings, such as certain licensing and distribution of video content, health care services, and shipping services, and our co-branded credit card agreements.
+Added: (6) Includes sales related to various other offerings, such as healthcare services, certain licensing and distribution of video content, and shipping services, and our co-branded credit card agreements.
Net sales are attributed to countries primarily based on country-focused online and physical stores or, for AWS purposes, the selling entity.
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Consolidated $ 186,715 $ 204,177 $ 252,665
−Removed: Total net additions to property and equipment by segment are as follows (in millions):
+Added: Total net additions to property and equipment include technology infrastructure assets, which are allocated among the segments based on usage, with the majority allocated to the AWS segment.
+Added: Total net additions to property and equipment include the effect of non-cash activity such as property and equipment acquired but not yet paid for.
+Added: Total net additions to property and equipment are as follows (in millions):
Year Ended December 31,
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___________________
−Removed: (1) Includes property and equipment added under finance leases of $ 3.6 billion, $ 422 million, and $ 525 million in 2021, 2022, and 2023, and under build-to-suit lease arrangements of $ 5.6 billion, $ 3.2 billion, and $ 356 million in 2021, 2022, and 2023.
−Removed: (2) Includes property and equipment added under finance leases of $ 3.5 billion, $ 253 million, and $ 117 million in 2021, 2022, and 2023, and under build-to-suit lease arrangements of $ 51 million, $ 20 million, and $ 1 million in 2021, 2022, and 2023.
+Added: (1) Includes property and equipment added under finance leases of $ 422 million, $ 525 million, and $ 616 million in 2022, 2023, and 2024, and under build-to-suit lease arrangements of $ 3.2 billion, $ 356 million, and $ 89 million in 2022, 2023, and 2024.
+Added: (2) Includes property and equipment added under finance leases of $ 253 million, $ 117 million, and $ 238 million in 2022, 2023, and 2024, and under build-to-suit lease arrangements of $ 20 million, $ 1 million, and $ 8 million in 2022, 2023, and 2024.
property and equipment, net and operating leases were $ 180.0 billion, $ 196.0 billion, and $ 241.6 billion, as of December 31, 2022, 2023, and 2024, and non-U.S.
11 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.