NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES
Description of Business
Amazon.com opened its virtual doors on the World Wide Web in July 1995. We seek to be Earth’s most customer-centric company. In each of our segments, we serve our primary customer sets, consisting of consumers, sellers, developers, enterprises, and content creators. We serve consumers through our retail websites and focus on selection, price, and convenience. We also manufacture and sell electronic devices. We offer programs that enable sellers to sell their products on our websites and their own branded websites and to fulfill orders through us, and programs that allow authors, musicians, filmmakers, app developers, and others to publish and sell content. We serve developers and enterprises of all sizes through our AWS segment, which provides access to technology infrastructure that enables virtually any type of business. In addition, we provide services, such as advertising services and co-branded credit card agreements.
We have organized our operations into
three
segments: North America, International, and AWS. See “Note 11—Segment Information.”
Prior Period Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation, including the allocation of stock-based compensation and “Other operating expense, net” to segment results within “Note 11 — Segment Information.” These revised segment results reflect the way our chief operating decision maker evaluates the Company’s business performance and manages its operations. In Q1 2016, current deferred tax assets and current deferred tax liabilities were reclassified as non-current, and capitalized debt issuance costs were reclassified from “Other assets” to “Long-term debt” as a result of the adoption of new accounting guidance. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of Amazon.com, Inc., 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 China and that support our seller lending financing activities (collectively, the “Company”). Intercompany balances and transactions between consolidated entities are eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, determining the selling price of products and services in multiple element revenue arrangements and determining the amortization period of these elements, incentive discount offers, sales returns, vendor funding, stock-based compensation forfeiture rates, income taxes, valuation and impairment of investments, inventory valuation and inventory purchase commitments, collectability of receivables, valuation of acquired intangibles and goodwill, depreciable lives of property and equipment, internal-use software and website development costs, acquisition purchase price allocations, investments in equity interests, and contingencies. Actual results could differ materially from those estimates.
Earnings per Share
Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect. In 2014, we excluded stock awards of
17 million
.
The following table shows the calculation of diluted shares (in millions):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Shares used in computation of basic earnings per share
|
462
|
|
|
467
|
|
|
474
|
|
Total dilutive effect of outstanding stock awards
|
—
|
|
|
10
|
|
|
10
|
|
Shares used in computation of diluted earnings per share
|
462
|
|
|
477
|
|
|
484
|
|
Revenue
We recognize revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or service has been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units and revenue is allocated using estimated selling prices if we do not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. We allocate the arrangement price to each of the elements based on the relative selling prices of each element. Estimated selling prices are management’s best estimates of the prices that we would charge our customers if we were to sell the standalone elements separately and include considerations of customer demand, prices charged by us and others for similar deliverables, and the price if largely based on the cost of producing the product or service.
Sales of our digital devices, including Kindle e-readers, Fire tablets, Fire TVs, and Echo, are considered arrangements with multiple deliverables, consisting of the device, undelivered software upgrades and/or undelivered non-software services such as cloud services and free trial memberships to other services. The revenue allocated to the device, which is the substantial portion of the total sale price, and related costs are generally recognized upon delivery. Revenue related to undelivered software upgrades and/or undelivered non-software services is deferred and recognized generally on a straight-line basis over the estimated period the software upgrades and non-software services are expected to be provided for each of these devices.
Sales of Amazon Prime memberships are also considered arrangements with multiple deliverables, including shipping benefits, Prime Video, Prime Music, Prime Photos, and access to the Kindle Owners’ Lending Library. The revenue related to the deliverables is amortized over the life of the membership based on the estimated delivery of services. Amazon Prime membership fees are allocated between product sales and service sales. Costs to deliver Amazon Prime benefits are recognized as cost of sales as incurred. As we add more benefits to the Prime membership, we will update the method of determining the estimated selling prices of each element as well as the allocation of Prime membership fees.
We evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when we are primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. We generally record the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. Such amounts earned are determined using fixed fees, a percentage of seller revenues, per-unit activity fees, or some combination thereof.
Product sales represent revenue from the sale of products and related shipping fees and digital media content where we record revenue gross. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier or the customer. Amazon’s electronic devices sold through retailers are recognized at the point of sale to consumers.
Service sales represent third-party seller fees earned (including commissions) and related shipping fees, AWS sales, certain digital content subscriptions, certain advertising services, and our co-branded credit card agreements. Service sales, net of promotional discounts and return allowances, are recognized when service has been rendered.
Return allowances, which reduce revenue and cost of sales, are estimated using historical experience. Allowance for returns was
$147 million
,
$153 million
, and
$156 million
as of
December 31, 2014
,
2015
, and
2016
. Additions to the allowance were
$1.1 billion
,
$1.3 billion
, and
$1.5 billion
, and deductions to the allowance were
$1.1 billion
,
$1.3 billion
, and
$1.5 billion
in
2014
,
2015
, and
2016
. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. Additionally, we periodically provide incentive offers to our customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by our customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by our customers, are treated as a reduction to purchase price based on estimated future redemption rates. Redemption rates are estimated using our historical experience for similar inducement offers. Current discount offers and inducement offers are presented as a net amount in “Total net sales.”
Cost of Sales
Cost of sales primarily consists of the purchase price of consumer products, digital media content costs where we record revenue gross, including Prime Video and Prime Music, packaging supplies, sortation and delivery centers and related equipment costs, and inbound and outbound shipping costs, including where we are the transportation service provider. Shipping costs to receive products from our suppliers are included in our inventory, and recognized as cost of sales upon sale of products to our customers. Payment processing and related transaction costs, including those associated with seller transactions, are classified in “Fulfillment” on our consolidated statements of operations.
Vendor Agreements
We have agreements with our vendors to receive funds for advertising services, cooperative marketing efforts, promotions, and volume rebates. We generally consider amounts received from vendors to be a reduction of the prices we pay for their goods, including property and equipment, or services, and therefore record those amounts as a reduction of the cost of inventory, cost of services, or cost of property and equipment. Vendor rebates are typically dependent upon reaching minimum purchase thresholds. We evaluate the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated, we record a portion of the rebate as we make progress towards the purchase threshold.
When we receive direct reimbursements for costs incurred by us in advertising the vendor’s product or service, the amount we receive is recorded as an offset to “Marketing” on our consolidated statements of operations.
Fulfillment
Fulfillment costs primarily consist of those costs incurred in operating and staffing our North America and International segments’ fulfillment and customer service centers, including costs attributable to buying, receiving, inspecting, and warehousing inventories; picking, packaging, and preparing customer orders for shipment; payment processing and related transaction costs, including costs associated with our guarantee for certain seller transactions; responding to inquiries from customers; and supply chain management for our manufactured electronic devices. Fulfillment costs also include amounts paid to third parties that assist us in fulfillment and customer service operations.
Marketing
Marketing costs primarily consist of targeted online advertising, television advertising, public relations expenditures, and payroll and related expenses for personnel engaged in marketing and selling activities. We pay commissions to participants in our Associates program when their customer referrals result in product sales and classify such costs as “Marketing” on our consolidated statements of operations. We also participate in cooperative advertising arrangements with certain of our vendors, and other third parties.
Advertising and other promotional costs are expensed as incurred and were
$3.3 billion
,
$3.8 billion
, and
$5.0 billion
in
2014
,
2015
, and
2016
. Prepaid advertising costs were not significant as of
December 31, 2015
and
2016
.
Technology and Content
Technology costs consist principally of research and development activities including payroll and related expenses for employees involved in application, production, maintenance, operation, and development of new and existing products and services, as well as AWS and other technology infrastructure costs.
Content costs consist principally of payroll and related expenses for employees involved in category expansion, editorial content, buying, and merchandising selection.
Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software and website development, including software used to upgrade and enhance our websites and applications supporting our business, which are capitalized and amortized over
two years
.
General and Administrative
General and administrative expenses primarily consist of payroll and related expenses; facilities and equipment, such as depreciation expense and rent; professional fees and litigation costs; and other general corporate costs for corporate functions, including accounting, finance, tax, legal, and human resources, among others.
Stock-Based Compensation
Compensation cost for all stock awards expected to vest is measured at fair value on the date of grant and recognized over the service period. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock, and the fair value of stock options is estimated on the date of grant using the Black-Scholes model. Such value is recognized as expense over the service period, net of estimated forfeitures, using the accelerated method. 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. We consider many factors when estimating expected forfeitures, including employee level, economic conditions, time remaining to vest, and historical forfeiture experience.
Other Operating Expense, Net
Other operating expense, net, consists primarily of marketing-related, contract-based, and customer-related intangible asset amortization expense, and expenses related to legal settlements.
Other Income (Expense), Net
Other income (expense), net, consists primarily of foreign currency gains (losses) of
$(127) million
,
$(266) million
, and
$21 million
in
2014
,
2015
, and
2016
, equity warrant valuation gains (losses) of
$(5) million
,
$0 million
, and
$67 million
in
2014
,
2015
, and
2016
, and realized gains (losses) on marketable securities sales of
$3 million
,
$(5) million
, and
$(8) million
in
2014
,
2015
, and
2016
.
Income Taxes
Income tax expense includes U.S. (federal and state) and foreign income taxes. Except as required under U.S. tax laws, we do not provide for U.S. taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed since we intend to invest such undistributed earnings indefinitely outside of the U.S. If our intent changes or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings and our effective tax rate would be affected. Undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. were
$2.8 billion
as of
December 31, 2016
. Determination of the unrecognized deferred tax liability that would be incurred if such amounts were repatriated is not practicable.
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered.
Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe they will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative earnings experience and expectations of future taxable income and capital gains by taxing jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.
We utilize a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating our tax positions and estimating our tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We include interest and penalties related to our tax contingencies in income tax expense.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1
—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2
—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3
—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
For our cash, cash equivalents, or marketable securities, we measure the fair value of money market funds and equity securities based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold any cash, cash equivalents, or marketable securities categorized as Level 3 assets as of
December 31, 2015
and
2016
.
As part of entering into commercial agreements, we often obtain equity warrant assets giving us the right to acquire stock of other companies. As of
December 31, 2015
and
2016
, these warrants had a fair value of
$16 million
and
$223 million
, and are recorded within “Other assets” on our consolidated balance sheets. The related gain (loss) recorded in “Other income (expense), net” was
$(5) million
,
$0 million
, and
$67 million
in
2014
,
2015
, and
2016
. These assets are primarily classified as Level 2 assets.
Cash and Cash Equivalents
We classify all highly liquid instruments with an original maturity of three months or less as cash equivalents.
Inventories
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost or market value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
We provide Fulfillment by Amazon services in connection with certain of our sellers’ programs. Third-party sellers maintain ownership of their inventory, regardless of whether fulfillment is provided by us or the third-party sellers, and therefore these products are not included in our inventories.
We also purchase electronic device components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers. A portion of our reported purchase commitments arising from these agreements consists of firm, non-cancellable commitments. These commitments are based on forecasted customer demand. If we reduce these commitments, we may incur additional costs.
Accounts Receivable, Net and Other
Included in “Accounts receivable, net and other” on our consolidated balance sheets are amounts primarily related to customers, sellers, and vendors. As of
December 31, 2015
and
2016
, customer receivables, net, were
$2.3 billion
and
$3.9 billion
, seller receivables, net, were
$337 million
and
$661 million
, and vendor receivables, net, were
$1.8 billion
and
$2.0 billion
. Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory.
We estimate losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. The allowance for doubtful accounts was
$190 million
,
$189 million
, and
$237 million
as of
December 31, 2014
,
2015
, and
2016
. Additions to the allowance were
$225 million
,
$289 million
, and
$451 million
, and deductions to the allowance were
$188 million
,
$290 million
, and
$403 million
in
2014
,
2015
, and
2016
. The allowance for loan losses related to our seller receivables was not material as of
December 31, 2015
and
2016
.
Internal-Use Software and Website Development
Costs incurred to develop software for internal use and our websites are capitalized and amortized over the estimated useful life of the software
.
Costs related to design or maintenance of internal-use software and website development are expensed as incurred. For the years ended
2014
,
2015
, and
2016
, we capitalized
$641 million
(including
$104 million
of stock-based compensation),
$642 million
(including
$114 million
of stock-based compensation), and
$511 million
(including
$94 million
of stock-based compensation) of costs associated with internal-use software and website development. Amortization of previously capitalized amounts was
$559 million
,
$635 million
, and
$634 million
for
2014
,
2015
, and
2016
.
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Property includes buildings and land that we own, along with property we have acquired under build-to-suit, finance, and capital lease arrangements. Equipment includes assets such as furniture and fixtures, heavy equipment, servers and networking equipment, and internal-use software and
website development.
Depreciation 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,
two years
for assets such as internal-use software,
three years
for our servers,
five years
for networking equipment,
five years
for furniture and fixtures, and
ten years
for heavy equipment). Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations.
Leases and Asset Retirement Obligations
We categorize leases at their inception as either operating or capital leases. On certain of our lease agreements, we may receive rent holidays and other incentives. We recognize lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Additionally, incentives we receive are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the non-cancellable term of the lease.
We establish assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner, the facilities are accounted for as finance leases.
We establish assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs.
Goodwill
We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions.
We completed the required annual testing of goodwill for impairment for all reporting units as of April 1, 2016, and determined that goodwill is not impaired as the fair value of our reporting units substantially exceeded their book value. There were no triggering events identified from the date of our assessment through
December 31, 2016
that would require an update to our annual impairment test. See “Note 4—Acquisitions, Goodwill, and Acquired Intangible Assets.”
Other Assets
Included in “Other assets” on our consolidated balance sheets are amounts primarily related to acquired intangible assets, net of amortization; video and music content, net of amortization; long-term deferred tax assets; certain equity investments; marketable securities restricted for longer than one year, the majority of which are attributable to collateralization of bank guarantees and debt related to our international operations; and equity warrant assets.
Video and Music Content
We obtain video and music content to be made available to customers through licensing agreements that have a wide range of licensing provisions and generally have terms from
one
to
seven
years with fixed and variable payment schedules. When the license fee for a specific movie, television, or music title is determinable or reasonably estimable and the content is available for streaming, we recognize an asset representing the fee per title and a corresponding liability for the amounts owed. We relieve the liability as payments are made and we amortize the asset to “Cost of sales” on a straight-line basis or on an accelerated basis, based on estimated viewing patterns over each title’s contractual window of availability, which typically ranges from
one
to
seven
years. If we are unable to reasonably estimate the cost per title, no asset or liability is recorded and licensing costs are expensed as incurred. We also develop original content. The production costs of internally developed content are capitalized only if persuasive evidence exists that the production will generate revenue. Prior to 2015, because we had limited history to support the economic benefits of our content, we generally expensed such costs as incurred. In 2015, we began capitalizing a portion of production costs as we have developed more experience to support that future revenue will be
earned. Capitalized internally developed costs are generally amortized to “Cost of sales” on an accelerated basis that follows the viewing pattern of customer streams in the first months after availability.
Investments
We generally invest our excess cash in investment grade short- to intermediate-term fixed income 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, classified as available-for-sale, and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive loss.”
Equity investments are accounted for using the equity method of accounting if the investment gives us the ability to exercise significant influence, but not control, over an investee. Equity-method investments are included within “Other assets” on our consolidated balance sheets. Our share of the earnings or losses as reported by equity-method investees, amortization of basis differences, and related gains or losses, if any, are classified as “Equity
-
method investment activity, net of tax” on our consolidated statements of operations.
Equity investments without readily determinable fair values and for which we do not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified as “Other assets” on our consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments.
Equity investments that have readily determinable fair values are classified as available-for-sale and are included in “Marketable securities” on our consolidated balance sheets and are recorded at fair value with unrealized gains and losses, net of tax, included in “Accumulated other comprehensive loss.”
We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices; recent financial results and operating trends; implied values from any recent transactions or offers of investee securities; credit quality of debt instrument issuers; other publicly available information that may affect the value of our investments; duration and severity of the decline in value; and our strategy and intentions for holding the investment.
Long-Lived Assets
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable.
For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. We measure the impairment loss based on the difference between the carrying amount and estimated fair value. Long-lived assets are considered held for sale when certain criteria are met, including when management has committed to a plan to sell the asset, the asset is available for sale in its immediate condition, and the sale is probable within one year of the reporting date. Assets held for sale are reported at the lower of cost or fair value less costs to sell. Assets held for sale were not significant as of
December 31, 2015
and
2016
.
Accrued Expenses and Other
Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to unredeemed gift cards, leases and asset retirement obligations, current debt, acquired digital media content, and other operating expenses.
As of
December 31, 2015
and
2016
, our liabilities for unredeemed gift cards was
$2.0 billion
and
$2.4 billion
. We reduce the liability for a gift card when redeemed by a customer. If a gift card is not redeemed, we recognize revenue when it expires or when the likelihood of its redemption becomes remote, generally
two years
from the date of issuance.
Unearned Revenue
Unearned revenue is recorded when payments are received in advance of performing our service obligations and is recognized over the service period. Unearned revenue primarily relates to prepayments of Amazon Prime memberships and
AWS services. Included in “Other long-term liabilities” on our consolidated balance sheets was
$244 million
and
$499 million
of unearned revenue as of
December 31, 2015
and
2016
.
Foreign Currency
We have internationally-focused websites for Australia, Brazil, Canada, China, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Spain, and the United Kingdom
.
Net sales generated from these websites, as well as most of the related expenses directly incurred from those operations, are denominated in local functional currencies. The functional currency of our subsidiaries that either operate or support these websites is generally the same as the local currency. Assets and liabilities of these subsidiaries are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive loss,” a separate component of stockholders’ equity, and in the “Foreign currency effect on cash and cash equivalents,” on our consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Other income (expense), net” on our consolidated statements of operations. In connection with the settlement and remeasurement of intercompany balances, we recorded losses of
$98 million
and
$215 million
in 2014 and 2015, and recorded a gain of
$62 million
in
2016
.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. As we evaluate the impact of this ASU, the more significant changes that we have identified relate to the timing of when we recognize revenue and the gross amount of revenue that we present. We expect timing changes to include Amazon-branded electronic devices sold through retailers, which will be recognized at the point of sale to the retailer rather than to end customers, and the unredeemed portion of our gift cards, which we will begin to recognize over the expected customer redemption period, which is substantially within
nine
months, rather than waiting until gift cards expire or when the likelihood of redemption becomes remote, generally two years from the date of issuance. In addition, we anticipate that certain advertising services will be classified as revenue rather than a reduction in cost of sales. We are continuing to evaluate the impact this ASU, and related amendments and interpretive guidance, will have on our consolidated financial statements. We plan to adopt this ASU beginning in Q1 2018 with a cumulative adjustment to retained earnings as opposed to retrospectively adjusting prior periods.
In July 2015, the FASB issued an ASU modifying the accounting for inventory. Under this ASU, the measurement principle for inventory will change from lower of cost or market value to lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The ASU is applicable to inventory that is accounted for under the first-in, first-out method and is effective for reporting periods after December 15, 2016, with early adoption permitted. We do not expect adoption to have a material impact on our consolidated financial statements.
In November 2015, the FASB issued an ASU amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheets. We adopted this ASU in Q1 2016 and retrospectively adjusted prior periods. Upon adoption, current deferred tax assets of
$769 million
and current deferred tax liabilities of
$13 million
in our December 31, 2015 consolidated balance sheet were reclassified as non-current.
In February 2016, the FASB issued an ASU amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on our consolidated balance sheets. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact and expect the ASU will have a material impact on our consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.
In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits and deficiencies to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We will adopt this ASU in the first quarter of 2017 by recording the cumulative impact of applying this guidance to retained earnings, which we estimate will increase by approximately
$700 million
, and we will continue to estimate expected forfeitures.
The inclusion of excess tax benefits and deficiencies as a component of our income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards are dependent on our stock price at the date the awards vest. Based on our current stock price, we would expect this change to have a material impact to our provision for income taxes. As a measure of sensitivity, had we adopted this ASU at the beginning of 2016, our income tax expense would have decreased by approximately
$750 million
, which reflects the amount of excess tax benefits generated during the year ended December 31, 2016.
In October 2016, the FASB issued an ASU amending the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intercompany asset transfer, other than transfers of inventory, when the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact and expect the ASU will have a material impact on our consolidated financial statements.
In November 2016, the FASB issued an ASU amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The ASU is effective retrospectively for reporting periods beginning after December 15, 2017, with early adoption permitted.
Note 2—CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES
As of
December 31, 2015
and
2016
, our cash, cash equivalents, and marketable securities primarily consisted of cash, U.S. and foreign government and agency securities, AAA-rated money market funds, and other investment grade securities. Cash equivalents and marketable securities are recorded at fair value. The following table summarizes, by major security type, our cash, cash equivalents, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Total
Estimated
Fair Value
|
Cash
|
$
|
6,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,201
|
|
Level 1 securities:
|
|
|
|
|
|
|
|
Money market funds
|
8,025
|
|
|
—
|
|
|
—
|
|
|
8,025
|
|
Equity securities
|
4
|
|
|
11
|
|
|
—
|
|
|
15
|
|
Level 2 securities:
|
|
|
|
|
|
|
|
Foreign government and agency securities
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
U.S. government and agency securities
|
5,171
|
|
|
1
|
|
|
(5
|
)
|
|
5,167
|
|
Corporate debt securities
|
479
|
|
|
—
|
|
|
(2
|
)
|
|
477
|
|
Asset-backed securities
|
118
|
|
|
—
|
|
|
(1
|
)
|
|
117
|
|
Other fixed income securities
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
$
|
20,089
|
|
|
$
|
12
|
|
|
$
|
(8
|
)
|
|
$
|
20,093
|
|
Less: Restricted cash, cash equivalents, and marketable securities (1)
|
|
|
|
|
|
|
(285
|
)
|
Total cash, cash equivalents, and marketable securities
|
|
$
|
19,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Total
Estimated
Fair Value
|
Cash
|
$
|
6,883
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,883
|
|
Level 1 securities:
|
|
|
|
|
|
|
|
Money market funds
|
11,940
|
|
|
—
|
|
|
—
|
|
|
11,940
|
|
Equity securities
|
20
|
|
|
31
|
|
|
—
|
|
|
51
|
|
Level 2 securities:
|
|
|
|
|
|
|
|
Foreign government and agency securities
|
337
|
|
|
—
|
|
|
—
|
|
|
337
|
|
U.S. government and agency securities
|
4,821
|
|
|
2
|
|
|
(7
|
)
|
|
4,816
|
|
Corporate debt securities
|
2,105
|
|
|
1
|
|
|
(2
|
)
|
|
2,104
|
|
Asset-backed securities
|
355
|
|
|
—
|
|
|
(2
|
)
|
|
353
|
|
Other fixed income securities
|
97
|
|
|
—
|
|
|
—
|
|
|
97
|
|
|
$
|
26,558
|
|
|
$
|
34
|
|
|
$
|
(11
|
)
|
|
$
|
26,581
|
|
Less: Restricted cash, cash equivalents, and marketable securities (1)
|
|
|
|
|
|
|
(600
|
)
|
Total cash, cash equivalents, and marketable securities
|
|
|
|
|
|
|
$
|
25,981
|
|
___________________
|
|
(1)
|
We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable securities as collateral for standby and trade letters of credit, guarantees, debt, real estate leases, and amounts due to third-party sellers in certain jurisdictions. We classify cash, cash equivalents, and marketable securities with use restrictions of less than twelve months as “Accounts receivable, net and other” and of twelve months or longer as non-current “Other assets” on our consolidated balance sheets. See “Note 7—Commitments and Contingencies.”
|
The following table summarizes gross gains and gross losses realized on sales of available-for-sale marketable securities (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Realized gains
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Realized losses
|
5
|
|
|
7
|
|
|
11
|
|
The following table summarizes the contractual maturities of our cash equivalents and marketable fixed-income securities as of
December 31, 2016
(in millions):
|
|
|
|
|
|
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
Due within one year
|
$
|
16,532
|
|
|
$
|
16,531
|
|
Due after one year through five years
|
2,766
|
|
|
2,760
|
|
Due after five years through ten years
|
203
|
|
|
202
|
|
Due after ten years
|
155
|
|
|
154
|
|
Total
|
$
|
19,656
|
|
|
$
|
19,647
|
|
Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.
Note 3—PROPERTY AND EQUIPMENT
Property and equipment, at cost, consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2015
|
|
2016
|
Gross property and equipment (1):
|
|
|
|
Land and buildings
|
$
|
9,770
|
|
|
$
|
13,998
|
|
Equipment and internal-use software (2)
|
18,417
|
|
|
25,989
|
|
Other corporate assets
|
334
|
|
|
649
|
|
Construction in progress
|
1,532
|
|
|
1,805
|
|
Gross property and equipment
|
30,053
|
|
|
42,441
|
|
Total accumulated depreciation (1)
|
8,215
|
|
|
13,327
|
|
Total property and equipment, net
|
$
|
21,838
|
|
|
$
|
29,114
|
|
___________________
|
|
(1)
|
Excludes the original cost and accumulated depreciation of fully-depreciated assets.
|
|
|
(2)
|
Includes internal-use software of
$1.4 billion
as of
December 31, 2015
and
2016
.
|
Depreciation expense on property and equipment was
$3.6 billion
,
$4.9 billion
, and
$6.4 billion
which includes amortization of property and equipment acquired under capital leases of
$1.5 billion
,
$2.7 billion
, and
$3.8 billion
for
2014
,
2015
, and
2016
. Gross assets recorded under capital leases were
$12.0 billion
and
$17.0 billion
as of
December 31, 2015
and
2016
. Accumulated depreciation associated with capital leases was
$5.4 billion
and
$8.5 billion
as of
December 31, 2015
and
2016
.
We capitalize construction in progress and record a corresponding long-term liability for build-to-suit lease agreements where we are considered the owner, for accounting purposes, during the construction period. For buildings under build-to-suit lease arrangements where we have taken occupancy, which do not qualify for sales recognition under the sale-leaseback accounting guidance, we determined that we continue to be the deemed owner of these buildings. This is principally due to our significant investment in tenant improvements. As a result, the buildings are being depreciated over the shorter of their useful lives or the related leases’ terms. Additionally, certain build-to-suit lease arrangements and finance leases provide purchase options. Upon occupancy, the long-term construction obligations are considered long-term finance lease obligations with amounts payable during the next 12 months recorded as “Accrued expenses and other.” Gross assets remaining under finance leases were
$2.0 billion
and
$2.9 billion
as of
December 31, 2015
and
2016
. Accumulated depreciation associated with finance leases was
$199 million
and
$361 million
as of
December 31, 2015
and
2016
.
Note 4—ACQUISITIONS, GOODWILL, AND ACQUIRED INTANGIBLE ASSETS
Acquisition Activity
On
September 25, 2014
, we acquired Twitch Interactive, Inc. (“Twitch”) for approximately
$842 million
in cash, as adjusted for the assumption of options and other items. We acquired Twitch because of its user community and the live streaming experience it provides. During 2014, we acquired certain other companies for an aggregate purchase price of
$20 million
. The primary reason for our other 2014 acquisitions was to acquire technologies and know-how to enable Amazon to serve customers more effectively.
During
2015
and
2016
, we acquired certain companies for an aggregate purchase price of
$690 million
and
$103 million
. The primary reason for these acquisitions, none of which were individually material to our consolidated financial statements, was to acquire technologies and know-how to enable Amazon to serve customers more effectively.
Acquisition-related costs were expensed as incurred and were not significant.
Purchase Price Allocation
The aggregate purchase price of these acquisitions was allocated as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2014
|
|
2015
|
|
2016
|
Purchase Price
|
|
|
|
|
|
Cash paid, net of cash acquired
|
$
|
813
|
|
|
$
|
599
|
|
|
$
|
81
|
|
Stock options assumed
|
44
|
|
|
5
|
|
|
—
|
|
Indemnification holdback
|
5
|
|
|
86
|
|
|
22
|
|
|
$
|
862
|
|
|
$
|
690
|
|
|
$
|
103
|
|
Allocation
|
|
|
|
|
|
Goodwill
|
$
|
707
|
|
|
$
|
482
|
|
|
$
|
60
|
|
Intangible assets (1):
|
|
|
|
|
|
Marketing-related
|
23
|
|
|
3
|
|
|
2
|
|
Contract-based
|
1
|
|
|
1
|
|
|
1
|
|
Technology-based
|
33
|
|
|
208
|
|
|
53
|
|
Customer-related
|
173
|
|
|
18
|
|
|
1
|
|
|
230
|
|
|
230
|
|
|
57
|
|
Property and equipment
|
16
|
|
|
4
|
|
|
3
|
|
Deferred tax assets
|
64
|
|
|
55
|
|
|
17
|
|
Other assets acquired
|
34
|
|
|
53
|
|
|
10
|
|
Deferred tax liabilities
|
(88
|
)
|
|
(85
|
)
|
|
(18
|
)
|
Other liabilities assumed
|
(101
|
)
|
|
(49
|
)
|
|
(26
|
)
|
|
$
|
862
|
|
|
$
|
690
|
|
|
$
|
103
|
|
___________________
|
|
(1)
|
Intangible assets acquired in
2014
,
2015
, and
2016
have estimated useful lives of between
one
and
five
years,
one
and
six
years, and
one
and
seven
years, with weighted-average amortization periods of
five
years,
five
years, and
five
years.
|
The fair value of assumed stock options, estimated using the Black-Scholes model, and restricted stock units of
$39 million
,
$9 million
, and
$0 million
for
2014
,
2015
, and
2016
will be expensed over the remaining service period. We determined the estimated fair value of identifiable intangible assets acquired primarily by using the income approach. These assets are included within “Other assets” on our consolidated balance sheets and are being amortized to operating expenses on a straight-line basis over their estimated useful lives.
Pro forma results of operations for
2016
have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to our consolidated results of operations.
Goodwill
The goodwill of the acquired companies is generally not deductible for tax purposes and 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. The following summarizes our goodwill activity in
2015
and
2016
by segment (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North
America
|
|
International
|
|
AWS
|
|
Consolidated
|
Goodwill - January 1, 2015
|
$
|
2,584
|
|
|
$
|
735
|
|
|
$
|
—
|
|
|
$
|
3,319
|
|
Segment reallocation—January 1, 2015 (1)
|
(606
|
)
|
|
—
|
|
|
606
|
|
|
—
|
|
New acquisitions
|
41
|
|
|
18
|
|
|
423
|
|
|
482
|
|
Other adjustments (2)
|
(7
|
)
|
|
(34
|
)
|
|
(1
|
)
|
|
(42
|
)
|
Goodwill - December 31, 2015
|
2,012
|
|
|
719
|
|
|
1,028
|
|
|
3,759
|
|
New acquisitions
|
30
|
|
|
13
|
|
|
17
|
|
|
60
|
|
Other adjustments (2)
|
2
|
|
|
(38
|
)
|
|
1
|
|
|
(35
|
)
|
Goodwill - December 31, 2016
|
$
|
2,044
|
|
|
$
|
694
|
|
|
$
|
1,046
|
|
|
$
|
3,784
|
|
___________________
|
|
(1)
|
In conjunction with the change in reportable segments in the first quarter of 2015 to include the AWS segment, we reallocated goodwill on a relative fair value basis.
|
|
|
(2)
|
Primarily includes changes in foreign exchange rates.
|
Intangible Assets
Acquired intangible assets, included within “Other assets” on our consolidated balance sheets, consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2015
|
|
2016
|
|
|
|
Acquired
Intangibles,
Gross (1)
|
|
Accumulated
Amortization (1)
|
|
Acquired
Intangibles,
Net
|
|
Acquired
Intangibles,
Gross (1)
|
|
Accumulated
Amortization (1)
|
|
Acquired
Intangibles,
Net
|
|
Weighted
Average Life
Remaining
|
Marketing-related
|
$
|
502
|
|
|
$
|
(252
|
)
|
|
$
|
250
|
|
|
$
|
499
|
|
|
$
|
(299
|
)
|
|
$
|
200
|
|
|
4.6
|
Contract-based
|
331
|
|
|
(174
|
)
|
|
157
|
|
|
397
|
|
|
(212
|
)
|
|
185
|
|
|
4.3
|
Technology- and content-based
|
683
|
|
|
(268
|
)
|
|
415
|
|
|
705
|
|
|
(353
|
)
|
|
352
|
|
|
4.6
|
Customer-related
|
331
|
|
|
(161
|
)
|
|
170
|
|
|
299
|
|
|
(182
|
)
|
|
117
|
|
|
2.7
|
Acquired intangibles (2)
|
$
|
1,847
|
|
|
$
|
(855
|
)
|
|
$
|
992
|
|
|
$
|
1,900
|
|
|
$
|
(1,046
|
)
|
|
$
|
854
|
|
|
4.3
|
___________________
|
|
(1)
|
Excludes the original cost and accumulated amortization of fully-amortized intangibles.
|
|
|
(2)
|
Intangible assets have estimated useful lives of between
one
and
twenty
years.
|
Amortization expense for acquired intangibles was
$215 million
,
$270 million
, and
$287 million
in
2014
,
2015
, and
2016
. Expected future amortization expense of acquired intangible assets as of
December 31, 2016
is as follows (in millions):
|
|
|
|
|
Year Ended December 31,
|
2017
|
$
|
264
|
|
2018
|
203
|
|
2019
|
170
|
|
2020
|
103
|
|
2021
|
38
|
|
Thereafter
|
76
|
|
|
$
|
854
|
|
Note 5—LONG-TERM DEBT
In November 2012 and December 2014, we issued
$3.0 billion
and
$6.0 billion
of unsecured senior notes, of which
$8.3 billion
is outstanding, as described in the table below (collectively, the “Notes”). As of
December 31, 2015
and
2016
, the unamortized discount on the Notes was
$97 million
and
$90 million
. We also have other long-term debt with a carrying amount, including the current portion and borrowings on our credit facility, of
$312 million
and
$588 million
as of
December 31, 2015
and
2016
. The face value of our total long-term debt obligations is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2015
|
|
2016
|
1.20% Notes due on November 29, 2017 (1)
|
1,000
|
|
|
1,000
|
|
2.60% Notes due on December 5, 2019 (2)
|
1,000
|
|
|
1,000
|
|
3.30% Notes due on December 5, 2021 (2)
|
1,000
|
|
|
1,000
|
|
2.50% Notes due on November 29, 2022 (1)
|
1,250
|
|
|
1,250
|
|
3.80% Notes due on December 5, 2024 (2)
|
1,250
|
|
|
1,250
|
|
4.80% Notes due on December 5, 2034 (2)
|
1,250
|
|
|
1,250
|
|
4.95% Notes due on December 5, 2044 (2)
|
1,500
|
|
|
1,500
|
|
Credit Facility
|
—
|
|
|
495
|
|
Other long-term debt
|
312
|
|
|
93
|
|
Total debt
|
8,562
|
|
|
8,838
|
|
Less current portion of long-term debt
|
(238
|
)
|
|
(1,056
|
)
|
Face value of long-term debt
|
$
|
8,324
|
|
|
$
|
7,782
|
|
_____________________________
|
|
(1)
|
Issued in November 2012, effective interest rates of the 2017 and 2022 Notes were
1.38%
and
2.66%
.
|
|
|
(2)
|
Issued in December 2014, effective interest rates of the 2019, 2021, 2024, 2034, and 2044 Notes were
2.73%
,
3.43%
,
3.90%
,
4.92%
, and
5.11%
.
|
Interest on the Notes issued in 2012 is payable
semi-annually in arrears in May and November
. Interest on the Notes issued in 2014 is payable
semi-annually in arrears in June and December
. We may redeem the Notes at any time in whole, or from time to time, in part at specified redemption prices. We are not subject to any financial covenants under the Notes. The proceeds from the Notes are used for general corporate purposes. The estimated fair value of the Notes was approximately
$8.5 billion
and
$8.7 billion
as of
December 31, 2015
and
2016
, which is based on quoted prices for our publicly-traded debt as of those dates.
In October 2016, we entered into a
$500 million
secured revolving credit facility (“Credit Facility”) with a lender that is
secured by certain seller receivables
. The Credit Facility is available for a term of
three years
, bears interest at the London interbank offered rate (“
LIBOR
”) plus
1.65%
, and has a commitment fee of
0.50%
on the undrawn portion. There was
$495 million
of borrowings outstanding under the Credit Facility as of
December 31, 2016
, which had a weighted-average interest rate of
2.3%
as of
December 31, 2016
. As of
December 31, 2016
, we have pledged
$579 million
of our cash and seller receivables as collateral for debt related to our Credit Facility. The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2016.
The other debt, including the current portion, had a weighted-average interest rate of
3.7%
and
3.4%
as of
December 31, 2015
and
2016
. We used the net proceeds from the issuance of this debt primarily to fund certain international operations. The estimated fair value of the other long-term debt, which is based on Level 2 inputs, approximated its carrying value as of
December 31, 2015
and
2016
.
As of
December 31, 2016
, future principal payments for our total debt were as follows (in millions):
|
|
|
|
|
Year Ended December 31,
|
2017
|
$
|
1,056
|
|
2018
|
37
|
|
2019
|
1,278
|
|
2020
|
217
|
|
2021
|
1,000
|
|
Thereafter
|
5,250
|
|
|
$
|
8,838
|
|
In May 2016, we entered into an unsecured revolving credit facility (the “Credit Agreement”) with a syndicate of lenders that provides us with a borrowing capacity of up to
$3.0 billion
. This Credit Agreement replaces the prior credit agreement entered into in September 2014. The Credit Agreement has a term of
three years
, but it
may be extended for up to three additional one-year terms if approved by the lenders
. The initial interest rate applicable to outstanding balances under the Credit Agreement is
LIBOR
plus
0.60%
, with a commitment fee of
0.05%
on the undrawn portion of the credit facility, under our current credit ratings. If our credit ratings are downgraded these rates could increase to as much as LIBOR plus
1.00%
and
0.09%
, respectively. There were
no
borrowings outstanding under the credit agreements as of
December 31, 2015
and
2016
.
Note 6—OTHER LONG-TERM LIABILITIES
Our other long-term liabilities are summarized as follows (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2015
|
|
2016
|
Long-term capital lease obligations
|
$
|
4,212
|
|
|
$
|
5,080
|
|
Long-term finance lease obligations
|
1,736
|
|
|
2,439
|
|
Construction liabilities
|
378
|
|
|
714
|
|
Tax contingencies
|
932
|
|
|
1,395
|
|
Long-term deferred tax liabilities
|
407
|
|
|
392
|
|
Other
|
1,584
|
|
|
2,587
|
|
Total other long-term liabilities
|
$
|
9,249
|
|
|
$
|
12,607
|
|
Capital and Finance Leases
Certain of our equipment, primarily related to technology infrastructure, and buildings have been acquired under capital leases. Long-term capital lease obligations are as follows (in millions):
|
|
|
|
|
|
December 31, 2016
|
Gross capital lease obligations
|
$
|
9,406
|
|
Less imputed interest
|
(329
|
)
|
Present value of net minimum lease payments
|
9,077
|
|
Less current portion of capital lease obligations
|
(3,997
|
)
|
Total long-term capital lease obligations
|
$
|
5,080
|
|
We continue to be the deemed owner after occupancy of certain facilities that were constructed as build-to-suit lease arrangements and previously reflected as “Construction liabilities.” As such, these arrangements are accounted for as finance leases. Long-term finance lease obligations are as follows (in millions):
|
|
|
|
|
|
December 31, 2016
|
Gross finance lease obligations
|
$
|
3,233
|
|
Less imputed interest
|
(650
|
)
|
Present value of net minimum lease payments
|
2,583
|
|
Less current portion of finance lease obligations
|
(144
|
)
|
Total long-term finance lease obligations
|
$
|
2,439
|
|
Construction Liabilities
We capitalize construction in progress and record a corresponding long-term liability for build-to-suit lease agreements where we are considered the owner during the construction period for accounting purposes. These liabilities primarily relate to our corporate buildings and fulfillment, sortation, delivery, and data centers.
Tax Contingencies
We have recorded reserves for tax contingencies, inclusive of accrued interest and penalties, for U.S. and foreign income taxes. These reserves primarily relate to transfer pricing, research and development credits, and state income taxes, and are presented net of offsetting deferred tax assets related to net operating losses and tax credits. See “Note 10—Income Taxes” for discussion of tax contingencies.
Note 7—COMMITMENTS AND CONTINGENCIES
Commitments
We have entered into non-cancellable operating, capital, and finance leases for equipment and office, fulfillment, sortation, delivery, data center, and renewable energy facilities. Rental expense under operating lease agreements was
$961 million
,
$1.1 billion
, and
$1.4 billion
for
2014
,
2015
, and
2016
.
The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of
December 31, 2016
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
Debt principal and interest
|
$
|
1,343
|
|
|
$
|
312
|
|
|
$
|
1,551
|
|
|
$
|
463
|
|
|
$
|
1,246
|
|
|
$
|
7,911
|
|
|
$
|
12,826
|
|
Capital lease obligations, including interest (1)
|
3,910
|
|
|
3,008
|
|
|
1,662
|
|
|
411
|
|
|
190
|
|
|
225
|
|
|
9,406
|
|
Finance lease obligations, including interest (2)
|
234
|
|
|
244
|
|
|
247
|
|
|
250
|
|
|
252
|
|
|
2,006
|
|
|
3,233
|
|
Operating leases
|
1,317
|
|
|
1,231
|
|
|
1,106
|
|
|
1,030
|
|
|
896
|
|
|
3,930
|
|
|
9,510
|
|
Unconditional purchase obligations (3)
|
655
|
|
|
590
|
|
|
303
|
|
|
96
|
|
|
43
|
|
|
23
|
|
|
1,710
|
|
Other commitments (4) (5)
|
1,025
|
|
|
824
|
|
|
621
|
|
|
493
|
|
|
365
|
|
|
3,071
|
|
|
6,399
|
|
Total commitments
|
$
|
8,484
|
|
|
$
|
6,209
|
|
|
$
|
5,490
|
|
|
$
|
2,743
|
|
|
$
|
2,992
|
|
|
$
|
17,166
|
|
|
$
|
43,084
|
|
___________________
|
|
(1)
|
Excluding interest, current capital lease obligations of
$3.0 billion
and
$4.0 billion
are recorded within “Accrued expenses and other” as of
December 31, 2015
and
2016
, and
$4.2 billion
and
$5.1 billion
are recorded within “Other long-term liabilities” as of
December 31, 2015
and
2016
.
|
|
|
(2)
|
Excluding interest, current finance lease obligations of
$99 million
and
$144 million
are recorded within “Accrued expenses and other” as of
December 31, 2015
and
2016
, and
$1.7 billion
and
$2.4 billion
are recorded within “Other long-term liabilities and other” as of
December 31, 2015
and
2016
.
|
|
|
(3)
|
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. 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.
|
|
|
(4)
|
Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements and equipment lease arrangements that have not been placed in service and digital media content liabilities associated with long-term digital media content assets with initial terms greater than one year.
|
|
|
(5)
|
Excludes
$1.7 billion
of accrued tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.
|
Pledged Assets
As of
December 31, 2015
and
2016
, we have pledged or otherwise restricted
$418 million
and
$715 million
of our cash, cash equivalents, and marketable securities, and certain property and equipment as collateral for standby and trade letters of credit, guarantees, debt relating to certain international operations, real estate leases, and amounts due to third-party sellers in certain jurisdictions.
Suppliers
During
2016
, no vendor accounted for 10% or more of our purchases. We generally do not have long-term contracts or arrangements with our vendors to guarantee the availability of merchandise, particular payment terms, or the extension of credit limits.
Other Contingencies
In 2016, we determined that we processed and delivered orders of consumer products for certain individuals and entities located outside Iran covered by the Iran Threat Reduction and Syria Human Rights Act or other United States sanctions and export control laws. The consumer products included books, music, other media, apparel, home and kitchen, health and beauty, jewelry, office, consumer electronics, software, lawn and patio, grocery, and automotive products. Our review is ongoing and we have voluntarily reported these orders to the United States Treasury Department’s Office of Foreign Assets Control and the United States Department of Commerce’s Bureau of Industry and Security. We intend to cooperate fully with OFAC and BIS
with respect to their review, which may result in the imposition of penalties. For additional information, see Item 9B of Part II, “Other Information — Disclosure Pursuant to Section 13(r) of the Exchange Act.”
Legal Proceedings
The Company is involved from time to time in claims, proceedings, and litigation, including the following:
In November 2007, an Austrian copyright collection society, Austro-Mechana, filed lawsuits against Amazon.com International Sales, Inc., Amazon EU S.à r.l., Amazon.de GmbH, Amazon.com GmbH, and Amazon Logistik in the Commercial Court of Vienna, Austria and in the District Court of Munich, Germany seeking to collect a tariff on blank digital media sold by our EU-based retail websites to customers located in Austria. In July 2008, the German court stayed the German case pending a final decision in the Austrian case. In July 2010, the Austrian court ruled in favor of Austro-Mechana and ordered us to report all sales of products to which the tariff potentially applies for a determination of damages. We contested Austro-Mechana’s claim and in September 2010 commenced an appeal in the Commercial Court of Vienna. We lost this appeal and in March 2011 commenced an appeal in the Supreme Court of Austria. In October 2011, the Austrian Supreme Court referred the case to the European Court of Justice (“ECJ”). In July 2013, the ECJ ruled that EU law does not preclude application of the tariff where certain conditions are met and directed the case back to the Austrian Supreme Court for further proceedings. In October 2013, the Austrian Supreme Court referred the case back to the Commercial Court of Vienna for further fact finding to determine whether the tariff on blank digital media meets the conditions set by the ECJ. In August 2015, the Commercial Court of Vienna ruled that the Austrian tariff regime does not meet the conditions the ECJ set and dismissed Austro-Mechana’s claims. In September 2015, Austro-Mechana appealed that judgment to the Higher Commercial Court of Vienna. In December 2015, the Higher Commercial Court of Vienna confirmed that the Austrian tariff regime does not meet the conditions the ECJ set and dismissed Austro-Mechana’s appeal. In February 2016, Austro-Mechana appealed that judgment to the Austrian Supreme Court. A number of additional actions have been filed making similar allegations. In December 2012, a German copyright collection society, Zentralstelle für private Überspielungsrechte (“ZPU”), filed a complaint against Amazon EU S.à r.l., Amazon Media EU S.à r.l., Amazon Services Europe S.à r.l., Amazon Payments Europe SCA, Amazon Europe Holding Technologies SCS, and Amazon Eurasia Holdings S.à r.l. in the District Court of Luxembourg seeking to collect a tariff on blank digital media sold by the Amazon.de retail website to customers located in Germany. In January 2013, a Belgian copyright collection society, AUVIBEL, filed a complaint against Amazon EU S.à r.l. in the Court of First Instance of Brussels, Belgium, seeking to collect a tariff on blank digital media sold by the Amazon.fr retail website to customers located in Belgium. In November 2013, the Belgian court ruled in favor of AUVIBEL and ordered us to report all sales of products to which the tariff potentially applies for a determination of damages. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In May 2009, Big Baboon, Inc. filed a complaint against Amazon.com, Inc. and Amazon Payments, Inc. for patent infringement in the United States District Court for the Central District of California. The complaint alleges, among other things, that our third-party selling and payments technology infringes patents owned by Big Baboon, Inc. purporting to cover an “Integrated Business-to-Business Web Commerce And Business Automation System” (U.S. Patent Nos. 6,115,690 and 6,343,275) and seeks injunctive relief, monetary damages, treble damages, costs, and attorneys’ fees. In February 2011, the court entered an order staying the lawsuit pending the outcome of the United States Patent and Trademark Office’s re-examination of the patent. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In June 2012, Hand Held Products, Inc., a subsidiary of Honeywell, filed a complaint against Amazon.com, Inc., AMZN Mobile, LLC, AmazonFresh, LLC, A9.com, Inc., A9 Innovations, LLC, and Quidsi, Inc. in the United States District Court for the District of Delaware. The complaint alleges, among other things, that the use of mobile barcode reader applications, including Amazon Mobile, Amazon Price Check, Flow, and AmazonFresh, infringes U.S. Patent No. 6,015,088, entitled “Decoding Of Real Time Video Imaging.” The complaint seeks an unspecified amount of damages, interest, and an injunction. In March 2016, the district court granted our motion for summary judgment of non-infringement and dismissed the case with prejudice. In April 2016, Hand Held Products appealed the district court’s judgment to the United States Court of Appeals for the Federal Circuit. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
Beginning in August 2013, a number of complaints were filed alleging, among other things, that Amazon.com, Inc. and several of its subsidiaries failed to compensate hourly workers for time spent waiting in security lines and otherwise violated federal and state wage and hour statutes and common law. In August 2013, Busk v. Integrity Staffing Solutions, Inc. and Amazon.com, Inc. was filed in the United States District Court for the District of Nevada, and Vance v. Amazon.com, Inc., Zappos.com Inc., another affiliate of Amazon.com, Inc., and Kelly Services, Inc. was filed in the United States District Court for the Western District of Kentucky. In September 2013, Allison v. Amazon.com, Inc. and Integrity Staffing Solutions, Inc. was filed in the United States District Court for the Western District of Washington, and Johnson v. Amazon.com, Inc. and an affiliate of Amazon.com, Inc. was filed in the United States District Court for the Western District of Kentucky. In October 2013, Davis v. Amazon.com, Inc., an affiliate of Amazon.com, Inc., and Integrity Staffing Solutions, Inc. was filed in the United States District Court for the Middle District of Tennessee. The plaintiffs variously purport to represent a nationwide
class of certain current and former employees under the Fair Labor Standards Act and/or state-law-based subclasses for certain current and former employees in states including Arizona, California, Pennsylvania, South Carolina, Kentucky, Washington, and Nevada, and one complaint asserts nationwide breach of contract and unjust enrichment claims. The complaints seek an unspecified amount of damages, interest, injunctive relief, and attorneys’ fees. We have been named in several other similar cases. In December 2014, the Supreme Court ruled in Busk that time spent waiting for and undergoing security screening is not compensable working time under the federal wage and hour statute. In February 2015, the courts in those actions alleging only federal law claims entered stipulated orders dismissing those actions without prejudice. In March 2016, the United States District Court for the Western District of Kentucky dismissed the Vance case with prejudice. In April 2016, the plaintiffs appealed the district court’s judgment to the United States Court of Appeals for the Federal Circuit. We dispute any remaining allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In September 2013, Personalized Media Communications, LLC filed a complaint against Amazon.com, Inc. and Amazon Web Services, LLC in the United States District Court for the District of Delaware. The complaint alleges, among other things, that the use of certain Kindle devices, Kindle apps and/or Amazon.com, Inc.’s website to purchase and receive electronic media infringes nine U.S. Patents: Nos. 5,887,243, 7,801,304, 7,805,749, 7,940,931, 7,769,170, 7,864,956, 7,827,587, 8,046,791, and 7,883,252, all entitled “Signal Processing Apparatus And Methods.” The complaint also alleges, among other things, that CloudFront, S3, and EC2 web services infringe three of those patents, Nos. 7,801,304, 7,864,956, and 7,827,587. The complaint seeks an unspecified amount of damages, interest, and injunctive relief. In August 2015, the court invalidated all asserted claims of all asserted patents and dismissed the case with prejudice. In September 2015, Personalized Media appealed that judgment to the United States Court of Appeals for the Federal Circuit. In December 2016, the court of appeals affirmed the district court’s decision. In January 2017, Personalized Media filed a petition for rehearing en banc. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In December 2013, Appistry, Inc. filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. for patent infringement in the United States District Court for the Eastern District of Missouri. The complaint alleges, among other things, that Amazon’s Elastic Compute Cloud infringes U.S. Patent Nos. 8,200,746, entitled “System And Method For Territory-Based Processing Of Information,” and 8,341,209, entitled “System And Method For Processing Information Via Networked Computers Including Request Handlers, Process Handlers, And Task Handlers.” The complaint seeks injunctive relief, an unspecified amount of damages, treble damages, costs, and interest. In March 2015, the case was transferred to the United States District Court for the Western District of Washington. In July 2015, the court granted our motion for judgment on the pleadings and invalidated the patents-in-suit. In August 2015, the court entered judgment in our favor. In September 2015, the plaintiff appealed that judgment to the United States Court of Appeals for the Federal Circuit, and filed a new complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the Western District of Washington. The 2015 complaint alleges, among other things, that Amazon’s Elastic Compute Cloud, Simple Workflow, and Herd infringe U.S. Patent Nos. 8,682,959, entitled “System And Method For Fault Tolerant Processing Of Information Via Networked Computers Including Request Handlers, Process Handlers, And Task Handlers,” and 9,049,267, entitled “System And Method For Processing Information Via Networked Computers Including Request Handlers, Process Handlers, And Task Handlers.” The 2015 complaint seeks injunctive relief, an unspecified amount of damages, treble damages, costs, and interest. In July 2016, the court invalidated the patents asserted in the 2015 complaint and granted our motion to dismiss the complaint with prejudice. In July 2016, Appistry appealed that judgment to the United States Court of Appeals for the Federal Circuit. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In March 2014, Kaavo, Inc. filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. for patent infringement in the United States District Court for the District of Delaware. The complaint alleges, among other things, that Amazon Web Services’ Elastic Beanstalk and CloudFormation infringe U.S. Patent No. 8,271,974, entitled “Cloud Computing Lifecycle Management For N-Tier Applications.” The complaint seeks injunctive relief, an unspecified amount of damages, costs, and interest. In June 2015, the case was stayed pending resolution of a motion for judgment on the pleadings in a related case. In May 2016, the case was reopened for claim construction discovery. In July 2015, Kaavo Inc. filed another complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the District of Delaware. The 2015 complaint alleges, among other things, that CloudFormation infringes U.S. Patent No. 9,043,751, entitled “Methods And Devices For Managing A Cloud Computing Environment.” The 2015 complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, and interest. In January 2016, the 2015 case was stayed pending resolution of a motion for judgment on the pleadings. In December 2016, the case was reopened following denial without prejudice of the motion for judgment on the pleadings. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In December 2014, Smartflash LLC and Smartflash Technologies Limited filed a complaint against Amazon.com, Inc., Amazon.com, LLC, AMZN Mobile, LLC, Amazon Web Services, Inc. and Audible, Inc. for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that Amazon Appstore, Amazon Instant Video, Amazon Music, Audible Audiobooks, the Amazon Mobile Ad Network, certain Kindle and Fire devices, Kindle e-bookstore, Amazon’s proprietary Android operating system, and the servers involved in operating Amazon Appstore,
Amazon Instant Video, Amazon Music, the Fire TV app, Audible Audiobooks, Cloud Drive, Cloud Player, Amazon Web Services, and Amazon Mobile Ad Network infringe
seven
related U.S. Patents: Nos. 7,334,720; 7,942,317; 8,033,458; 8,061,598; 8,118,221; 8,336,772; and 8,794,516, all entitled “Data Storage and Access Systems.” In May 2015, the case was stayed until further notice. The complaint seeks an unspecified amount of damages, an injunction, enhanced damages, attorneys’ fees, costs, and interest. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In March 2015, Zitovault, LLC filed a complaint against Amazon.com, Inc., Amazon.com, LLC, Amazon Web Services, Inc., and Amazon Web Services, LLC for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleges that Elastic Compute Cloud, Virtual Private Cloud, Elastic Load Balancing, Auto-Scaling, and Elastic Beanstalk infringe U.S. Patent No. 6,484,257, entitled “System and Method for Maintaining N Number of Simultaneous Cryptographic Sessions Using a Distributed Computing Environment.” The complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, and interest. In January 2016, the case was transferred to the United States District Court for the Western District of Washington. In June 2016, the case was stayed pending resolution of a review petition we filed with the United States Patent and Trademark Office. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In June 2015, the European Commission opened a proceeding against Amazon.com, Inc. and Amazon EU S.à r.l. to investigate whether provisions in Amazon’s contracts with European publishers violate European competition rules. We believe we comply with European competition rules and are cooperating with the Commission.
In November 2015, Eolas Technologies, Inc. filed a complaint against Amazon.com, Inc. in the United States District Court for the Eastern District of Texas. 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. Patent No. 9,195,507, entitled “Distributed 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. In February 2016, Eolas filed an amended complaint seeking, among other things, an unspecified amount of damages. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In September 2016, Broadcom Corporation and Avago Technologies General IP (Singapore) PTE Ltd. filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the Central District of California. The complaint alleges, among other things, that certain Fire devices infringe U.S. Patent Nos. 5,870,087, entitled “MPEG Decoder System and Method Having a Unified Memory for Transport Decode and System Controller Function,” 6,982,663, entitled “Method and System for Symbol Binarization,” 7,006,636, entitled “Coherence-Based Audio Coding and Synthesis,” 7,583,805, entitled “Late Reverberation-Based Synthesis of Auditory Scenes,” and 8,284,844, entitled “Video Decoding System Supporting Multiple Standards.” The complaint also alleges that certain Kindle and Fire devices, and the Dash Button and Amazon Echo, infringe U.S. Patent No. 6,430,148, entitled “Multidirectional Communication Systems,” and that certain Fire devices and the Amazon Echo infringe U.S. Patent No. 6,766,389, entitled “System on a Chip for Networking.” The complaint also alleges that Amazon Web Services’ Elastic Transcoder and CloudFront infringe U.S. Patent No. 7,296,295, entitled “Media Processing System Supporting Different Media Formats Via Server-Based Transcoding,” that Amazon Elastic Transcoder infringes U.S. Patent No. 6,744,387, entitled “Method and System for Symbol Binarization,” that CloudFront infringes U.S. Patent No. 6,341,375, entitled “Video on Demand DVD System,” and that Elastic Compute Cloud infringes U.S. Patent No. 6,501,480, entitled “Graphics Accelerator.” The complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, attorneys’ fees, and costs. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. In addition, for some matters for which a loss is probable or reasonably possible, an estimate of the amount of loss or range of losses is not possible 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.
See also “Note 10—Income Taxes.”
Note 8—STOCKHOLDERS’ EQUITY
Preferred Stock
We have authorized
500 million
shares of
$0.01
par value preferred stock. No preferred stock was outstanding for any period presented.
Common Stock
Common shares outstanding plus shares underlying outstanding stock awards totaled
483 million
,
490 million
, and
497 million
, as of
December 31, 2014
,
2015
, and
2016
. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.
Stock Repurchase Activity
In February 2016, the Board of Directors authorized a program to repurchase up to
$5.0 billion
of our common stock, with no fixed expiration. This stock repurchase authorization replaced the previous
$2.0 billion
stock repurchase authorization, approved by the Board of Directors in 2010. There were no repurchases of common stock in
2014
,
2015
, or
2016
.
Stock Award Plans
Employees vest in restricted stock unit awards and stock options over the corresponding service term, generally between
two
and
five years
.
Stock Award Activity
Stock options outstanding, which were primarily obtained through acquisitions, totaled
0.4
million,
0.2
million and
0.1
million, as of
December 31, 2014
,
2015
, and
2016
. The compensation expense for stock options, the total intrinsic value for stock options outstanding, the amount of cash received from the exercise of stock options, and the related tax benefits were not material for
2014
,
2015
, and
2016
.
Stock-based compensation expense is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Cost of sales (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Fulfillment
|
375
|
|
|
482
|
|
|
657
|
|
Marketing
|
125
|
|
|
190
|
|
|
323
|
|
Technology and content
|
804
|
|
|
1,224
|
|
|
1,664
|
|
General and administrative
|
193
|
|
|
223
|
|
|
315
|
|
Total stock-based compensation expense
|
$
|
1,497
|
|
|
$
|
2,119
|
|
|
$
|
2,975
|
|
___________________
|
|
(1)
|
Beginning in 2016, stock-based compensation expense was recorded to cost of sales for eligible employees providing delivery services.
|
The following table summarizes our restricted stock unit activity (in millions):
|
|
|
|
|
|
|
|
|
Number of Units
|
|
Weighted Average
Grant-Date
Fair Value
|
Outstanding as of January 1, 2014
|
16.3
|
|
|
$
|
233
|
|
Units granted
|
8.5
|
|
|
328
|
|
Units vested
|
(5.1
|
)
|
|
202
|
|
Units forfeited
|
(2.3
|
)
|
|
264
|
|
Outstanding as of December 31, 2014
|
17.4
|
|
|
285
|
|
Units granted
|
9.8
|
|
|
426
|
|
Units vested
|
(5.6
|
)
|
|
253
|
|
Units forfeited
|
(2.7
|
)
|
|
321
|
|
Outstanding as of December 31, 2015
|
18.9
|
|
|
362
|
|
Units granted
|
9.3
|
|
|
660
|
|
Units vested
|
(6.1
|
)
|
|
321
|
|
Units forfeited
|
(2.3
|
)
|
|
440
|
|
Outstanding as of December 31, 2016
|
19.8
|
|
|
$
|
506
|
|
Scheduled vesting for outstanding restricted stock units as of
December 31, 2016
, is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
Scheduled vesting—restricted stock units
|
7.0
|
|
|
7.2
|
|
|
3.5
|
|
|
1.6
|
|
|
0.2
|
|
|
0.3
|
|
|
19.8
|
|
As of
December 31, 2016
, there was
$4.5 billion
of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation is recognized on an accelerated basis with approximately half of the compensation expected to be expensed in the next twelve months, and has a weighted-average recognition period of
1.2
years.
During
2014
,
2015
, and
2016
, the fair value of restricted stock units that vested was
$1.7 billion
,
$2.7 billion
, and
$4.3 billion
.
As matching contributions under our 401(k) savings plan, we granted
0.2 million
and
0.1 million
shares of common stock in
2015
and
2016
. Shares granted as matching contributions under our 401(k) plan are included in outstanding common stock when issued, and recorded as stock-based compensation expense.
Common Stock Available for Future Issuance
As of
December 31, 2016
, common stock available for future issuance to employees is
123 million
shares.
Note 9—ACCUMULATED OTHER COMPREHENSIVE LOSS
Changes in the composition of accumulated other comprehensive loss for
2014
,
2015
, and
2016
are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency
translation
adjustments
|
|
Unrealized gains on
available-for-sale
securities
|
|
Total
|
Balances as of January 1, 2014
|
|
$
|
(187
|
)
|
|
$
|
2
|
|
|
$
|
(185
|
)
|
Other comprehensive income (loss)
|
|
(325
|
)
|
|
(1
|
)
|
|
(326
|
)
|
Balances as of December 31, 2014
|
|
(512
|
)
|
|
1
|
|
|
(511
|
)
|
Other comprehensive income (loss)
|
|
(210
|
)
|
|
(2
|
)
|
|
(212
|
)
|
Balances as of December 31, 2015
|
|
(722
|
)
|
|
(1
|
)
|
|
(723
|
)
|
Other comprehensive income (loss)
|
|
(279
|
)
|
|
17
|
|
|
(262
|
)
|
Balances as of December 31, 2016
|
|
$
|
(1,001
|
)
|
|
$
|
16
|
|
|
$
|
(985
|
)
|
Amounts included in accumulated other comprehensive loss are recorded net of their related income tax effects.
Note 10—INCOME TAXES
In
2014
,
2015
, and
2016
, we recorded net tax provisions of
$167 million
,
$950 million
, and
$1.4 billion
. We have tax benefits relating to excess stock-based compensation deductions and accelerated depreciation deductions that are being utilized to reduce our U.S. taxable income. In December 2015, U.S. legislation was enacted that extended accelerated depreciation deductions on qualifying property through 2019 and made permanent the U.S. federal research and development credit. As such, cash taxes paid, net of refunds, were
$177 million
,
$273 million
, and
$412 million
for
2014
,
2015
, and
2016
.
The components of the provision for income taxes, net are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Current taxes:
|
|
|
|
|
|
U.S. Federal
|
$
|
214
|
|
|
$
|
215
|
|
|
$
|
1,136
|
|
U.S. State
|
65
|
|
|
237
|
|
|
208
|
|
International
|
204
|
|
|
417
|
|
|
327
|
|
Current taxes
|
483
|
|
|
869
|
|
|
1,671
|
|
Deferred taxes:
|
|
|
|
|
|
U.S. Federal
|
(125
|
)
|
|
473
|
|
|
116
|
|
U.S. State
|
(11
|
)
|
|
(171
|
)
|
|
(31
|
)
|
International
|
(180
|
)
|
|
(221
|
)
|
|
(331
|
)
|
Deferred taxes
|
(316
|
)
|
|
81
|
|
|
(246
|
)
|
Provision for income taxes, net
|
$
|
167
|
|
|
$
|
950
|
|
|
$
|
1,425
|
|
U.S. and international components of income before income taxes are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
U.S.
|
$
|
292
|
|
|
$
|
2,186
|
|
|
$
|
4,551
|
|
International
|
(403
|
)
|
|
(618
|
)
|
|
(659
|
)
|
Income (loss) before income taxes
|
$
|
(111
|
)
|
|
$
|
1,568
|
|
|
$
|
3,892
|
|
The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Income taxes computed at the federal statutory rate
|
$
|
(39
|
)
|
|
$
|
549
|
|
|
$
|
1,362
|
|
Effect of:
|
|
|
|
|
|
Impact of foreign tax differential
|
136
|
|
|
350
|
|
|
(69
|
)
|
State taxes, net of federal benefits
|
29
|
|
|
37
|
|
|
110
|
|
Tax credits
|
(85
|
)
|
|
(99
|
)
|
|
(119
|
)
|
Nondeductible compensation
|
117
|
|
|
149
|
|
|
189
|
|
Domestic production activities deduction
|
(20
|
)
|
|
(44
|
)
|
|
(94
|
)
|
Other, net
|
29
|
|
|
8
|
|
|
46
|
|
Total
|
$
|
167
|
|
|
$
|
950
|
|
|
$
|
1,425
|
|
Our provision for income taxes in 2015 was higher than in 2014 primarily due to an increase in U.S. pre-tax income and increased losses in certain foreign subsidiaries for which we may not realize a tax benefit. Losses for which we may not realize a related tax benefit, primarily due to losses of foreign subsidiaries, reduce our pre-tax income without a corresponding reduction in our tax expense, and therefore increase our effective tax rate. We have recorded valuation allowances against the deferred tax assets associated with losses for which we may not realize a related tax benefit. We also generated income in lower tax jurisdictions primarily related to our European operations, which are headquartered in Luxembourg.
Our provision for income taxes in 2016 was higher than in 2015 primarily due to an increase in U.S. pre-tax income, partially offset by an increase in the proportion of foreign losses for which we may realize a tax benefit, an increase in tax amortization deductions, and a decline in the proportion of nondeductible expenses. We have recorded valuation allowances
against the deferred tax assets associated with losses for which we may not realize a related tax benefit. We generated income and losses in lower tax jurisdictions primarily related to our European operations.
Except as required under U.S. tax laws, we do not provide for U.S. taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed since we intend to invest such undistributed earnings indefinitely outside of the U.S. If our intent changes or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings and our effective tax rate would be adversely affected. Undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. were
$2.8 billion
as of
December 31, 2016
. Determination of the unrecognized deferred tax liability that would be incurred if such amounts were repatriated is not practicable.
Deferred income tax assets and liabilities are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2015
|
|
2016
|
Deferred tax assets (1):
|
|
|
|
Loss carryforwards U.S. - Federal/States (2)
|
$
|
107
|
|
|
$
|
198
|
|
Loss carryforwards - Foreign (3)
|
856
|
|
|
1,062
|
|
Accrued liabilities, reserves, & other expenses
|
854
|
|
|
968
|
|
Stock-based compensation
|
727
|
|
|
1,073
|
|
Deferred revenue
|
189
|
|
|
330
|
|
Assets held for investment
|
148
|
|
|
66
|
|
Depreciation & amortization
|
222
|
|
|
179
|
|
Other items
|
268
|
|
|
171
|
|
Tax credits (4)
|
41
|
|
|
39
|
|
Total gross deferred tax assets
|
3,412
|
|
|
4,086
|
|
Less valuation allowance (5)
|
(1,069
|
)
|
|
(1,012
|
)
|
Deferred tax assets, net of valuation allowance
|
2,343
|
|
|
3,074
|
|
Deferred tax liabilities:
|
|
|
|
Depreciation & amortization
|
(1,970
|
)
|
|
(2,332
|
)
|
Acquisition related intangible assets
|
(203
|
)
|
|
(226
|
)
|
Other items
|
(88
|
)
|
|
(62
|
)
|
Net deferred tax assets, net of valuation allowance
|
$
|
82
|
|
|
$
|
454
|
|
___________________
|
|
(1)
|
Deferred tax assets related to net operating losses and tax credits are presented net of tax contingencies.
|
|
|
(2)
|
Excluding
$380 million
and
$18 million
of deferred tax assets as of
December 31, 2015
and
2016
, related to net operating losses that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders’ equity.
|
|
|
(3)
|
Excluding
$2 million
and
$9 million
of deferred tax assets as of
December 31, 2015
and
2016
, related to net operating losses that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders’ equity.
|
|
|
(4)
|
Excluding
$447 million
and
$659 million
of deferred tax assets as of
December 31, 2015
and
2016
, related to tax credits that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders’ equity.
|
|
|
(5)
|
Relates primarily to deferred tax assets that would only be realizable upon the generation of net income in certain foreign taxing jurisdictions and future capital gains.
|
As of
December 31, 2016
, our federal, foreign, and state net operating loss carryforwards for income tax purposes were approximately
$76 million
,
$4.8 billion
, and
$1.0 billion
. The federal, foreign, and state net operating loss carryforwards are subject to limitations under Section 382 of the Internal Revenue Code and applicable foreign and state tax law. If not utilized, a portion of the federal, foreign, and state net operating loss carryforwards will begin to expire in
2020
,
2017
, and
2017
, respectively. As of
December 31, 2016
, our tax credit carryforwards for income tax purposes were approximately
$725 million
. If not utilized, a portion of the tax credit carryforwards will begin to expire in
2017
. As of
December 31, 2016
, our federal capital loss carryforwards for income tax purposes was approximately
$404 million
. If not utilized, a portion of the capital loss carryforwards will begin to expire in
2017
.
The Company’s consolidated balance sheets reflect deferred tax assets related to net operating losses and tax credit carryforwards excluding amounts resulting from excess stock-based compensation. Amounts related to excess stock-based
compensation are accounted for as an increase to additional paid-in capital if and when realized through a reduction in income taxes payable.
Tax Contingencies
We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.
The reconciliation of our tax contingencies is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2014
|
|
2015
|
|
2016
|
Gross tax contingencies – January 1
|
$
|
407
|
|
|
$
|
710
|
|
|
$
|
1,181
|
|
Gross increases to tax positions in prior periods
|
351
|
|
|
254
|
|
|
355
|
|
Gross decreases to tax positions in prior periods
|
(50
|
)
|
|
(22
|
)
|
|
(133
|
)
|
Gross increases to current period tax positions
|
20
|
|
|
242
|
|
|
308
|
|
Audit settlements paid
|
(16
|
)
|
|
—
|
|
|
—
|
|
Lapse of statute of limitations
|
(2
|
)
|
|
(3
|
)
|
|
(1
|
)
|
Gross tax contingencies – December 31 (1)
|
$
|
710
|
|
|
$
|
1,181
|
|
|
$
|
1,710
|
|
___________________
|
|
(1)
|
As of
December 31, 2016
, we had
$1.7 billion
of accrued tax contingencies, of which
$1.1 billion
, if fully recognized, would decrease our effective tax rate.
|
As of
December 31, 2015
and
2016
, we had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of
$59 million
and
$67 million
. Interest and penalties, net of federal income tax benefit, recognized for the years ended
December 31, 2014
,
2015
, and
2016
was
$8 million
,
$18 million
, and
$9 million
.
We are under examination, or may be subject to examination, by the Internal Revenue Service (“IRS”) for the calendar year 2005 and thereafter.
These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examination as well as subsequent periods. As previously disclosed, we have received Notices of Proposed Adjustment from the IRS for transactions undertaken in the 2005 and 2006 calendar years relating to transfer pricing with our foreign subsidiaries. The IRS is seeking to increase our U.S. taxable income by an amount that would result in additional federal tax of approximately
$1.5 billion
, subject to interest. To date, we have not resolved this matter administratively and are currently contesting it in U.S. Tax Court. We continue to disagree with these IRS positions and intend to defend ourselves vigorously in this matter. In addition to the risk of additional tax for 2005 and 2006 transactions, if this litigation is adversely determined or if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we could be subject to significant additional tax liabilities.
Certain of our subsidiaries are under examination or investigation or may be subject to examination or investigation by the French Tax Administration (“FTA”) for calendar year 2006 and thereafter.
These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes. In September 2012, we received proposed tax assessment notices for calendar years 2006 through 2010 relating to the allocation of income between foreign jurisdictions. In June 2015, we received final tax collection notices for these years assessing additional French tax of
€196 million
, including interest and penalties through September 2012. We disagree with the assessment and intend to contest it vigorously. We plan to pursue all available administrative remedies, and if we are not able to resolve this matter, we plan to pursue judicial remedies. In addition to the risk of additional tax for years 2006 through 2010, if this litigation is adversely determined or if the FTA were to seek adjustments of a similar nature for subsequent years, we could be subject to significant additional tax liabilities.
In addition, 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.
If this matter is adversely resolved, Luxembourg may be required to assess, and we may be required to pay, additional amounts with respect to current and prior periods from 2003 onwards and our taxes in the future could increase.
We are also subject to taxation in various states and other foreign jurisdictions including Canada, China, Germany, India, Italy, 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
2008
and thereafter.
We expect the total amount of tax contingencies will grow in
2017
. In addition, changes in state, federal, and foreign tax laws may increase our tax contingencies. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax examinations in one or more jurisdictions. These assessments or settlements may or may not result in changes to our contingencies related to positions on tax filings in years through
2016
. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes.
Note 11—SEGMENT INFORMATION
We have organized our operations into
three
segments: North America, International, and AWS. We allocate to segment results the operating expenses “Fulfillment,” “Marketing,” “Technology and content,” and “General and administrative” based on usage, which is generally reflected in the segment in which the costs are incurred. The majority of technology infrastructure costs are allocated to the AWS segment based on usage. The majority of the remaining non-infrastructure technology costs are incurred in the U.S. and are allocated to our North America segment. In Q1 2016, we began allocating stock-based compensation and “Other operating expense, net” to our segment results. In our segment results, these amounts are combined and titled “Stock-based compensation and other.” There are no internal revenue transactions between our reportable segments. These segments reflect the way our chief operating decision maker evaluates the Company’s business performance and manages its operations.
North America
The North America segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through North America-focused websites such as www.amazon.com, www.amazon.ca, and www.amazon.com.mx. This segment includes export sales from these websites.
International
The International segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through internationally-focused websites such as www.amazon.com.au, www.amazon.com.br, www.amazon.cn, www.amazon.fr, www.amazon.de, www.amazon.in, www.amazon.it, www.amazon.co.jp, www.amazon.nl, www.amazon.es, and www.amazon.co.uk. This segment includes export sales from these internationally-focused websites (including export sales from these sites to customers in the U.S., Mexico, and Canada), but excludes export sales from our North American websites.
AWS
The AWS segment consists of amounts earned from global sales of compute, storage, database, and other service offerings for start-ups, enterprises, government agencies, and academic institutions.
Information on reportable segments and reconciliation to consolidated net income (loss) is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
North America
|
|
|
|
|
|
Net sales
|
$
|
50,834
|
|
|
$
|
63,708
|
|
|
$
|
79,785
|
|
Operating expenses
|
49,542
|
|
|
60,957
|
|
|
75,686
|
|
Operating income before stock-based compensation and other
|
1,292
|
|
|
2,751
|
|
|
4,099
|
|
Stock-based compensation and other
|
932
|
|
|
1,326
|
|
|
1,738
|
|
Operating income
|
$
|
360
|
|
|
$
|
1,425
|
|
|
$
|
2,361
|
|
International
|
|
|
|
|
|
Net sales
|
$
|
33,510
|
|
|
$
|
35,418
|
|
|
$
|
43,983
|
|
Operating expenses
|
33,654
|
|
|
35,509
|
|
|
44,460
|
|
Operating income (loss) before stock-based compensation and other
|
(144
|
)
|
|
(91
|
)
|
|
(477
|
)
|
Stock-based compensation and other
|
496
|
|
|
608
|
|
|
806
|
|
Operating income (loss)
|
$
|
(640
|
)
|
|
$
|
(699
|
)
|
|
$
|
(1,283
|
)
|
AWS
|
|
|
|
|
|
Net sales
|
$
|
4,644
|
|
|
$
|
7,880
|
|
|
$
|
12,219
|
|
Operating expenses
|
3,984
|
|
|
6,017
|
|
|
8,513
|
|
Operating income before stock-based compensation and other
|
660
|
|
|
1,863
|
|
|
3,706
|
|
Stock-based compensation and other
|
202
|
|
|
356
|
|
|
598
|
|
Operating income
|
$
|
458
|
|
|
$
|
1,507
|
|
|
$
|
3,108
|
|
Consolidated
|
|
|
|
|
|
Net sales
|
$
|
88,988
|
|
|
$
|
107,006
|
|
|
$
|
135,987
|
|
Operating expenses
|
87,180
|
|
|
102,483
|
|
|
128,659
|
|
Operating income before stock-based compensation and other
|
1,808
|
|
|
4,523
|
|
|
7,328
|
|
Stock-based compensation and other
|
1,630
|
|
|
2,290
|
|
|
3,142
|
|
Operating income
|
178
|
|
|
2,233
|
|
|
4,186
|
|
Total non-operating income (expense)
|
(289
|
)
|
|
(665
|
)
|
|
(294
|
)
|
Provision for income taxes
|
(167
|
)
|
|
(950
|
)
|
|
(1,425
|
)
|
Equity-method investment activity, net of tax
|
37
|
|
|
(22
|
)
|
|
(96
|
)
|
Net income (loss)
|
$
|
(241
|
)
|
|
$
|
596
|
|
|
$
|
2,371
|
|
Net sales by groups of similar products and services are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
Net Sales:
|
|
|
|
|
|
Retail products (1)
|
$
|
68,513
|
|
|
$
|
76,863
|
|
|
$
|
91,431
|
|
Retail third-party seller services (2)
|
11,747
|
|
|
16,086
|
|
|
22,993
|
|
Retail subscription services (3)
|
2,762
|
|
|
4,467
|
|
|
6,394
|
|
AWS
|
4,644
|
|
|
7,880
|
|
|
12,219
|
|
Other (4)
|
1,322
|
|
|
1,710
|
|
|
2,950
|
|
|
$
|
88,988
|
|
|
$
|
107,006
|
|
|
$
|
135,987
|
|
___________________
|
|
(1)
|
Includes product sales and digital media content where we record revenue gross. We leverage our retail infrastructure to offer a wide selection of consumable and durable goods that includes electronics and general merchandise as well as media products available in both a physical and digital format, such as books, music, video, games, and software. These product sales include digital products sold on a transactional basis; digital product subscriptions that provide unlimited viewing or usage rights are included in Retail subscription services.
|
|
|
(2)
|
Includes commissions, related fulfillment and shipping fees, and other third-party seller services.
|
|
|
(3)
|
Includes annual and monthly fees associated with Amazon Prime membership, as well as audiobook, e-book, digital video, digital music, and other subscription services.
|
|
|
(4)
|
Includes sales not otherwise included above, such as certain advertising services and our co-branded credit card agreements.
|
Net sales generated from our internationally-focused websites are denominated in local functional currencies. Revenues are translated at average rates prevailing throughout the period. Net sales attributed to countries that represent a significant portion of consolidated net sales are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
United States
|
$
|
54,717
|
|
|
$
|
70,537
|
|
|
$
|
90,349
|
|
Germany
|
11,919
|
|
|
11,816
|
|
|
14,148
|
|
United Kingdom
|
8,341
|
|
|
9,033
|
|
|
9,547
|
|
Japan
|
7,912
|
|
|
8,264
|
|
|
10,797
|
|
Rest of world
|
6,099
|
|
|
7,356
|
|
|
11,146
|
|
Consolidated
|
$
|
88,988
|
|
|
$
|
107,006
|
|
|
$
|
135,987
|
|
Total segment assets exclude corporate assets, such as cash and cash equivalents, marketable securities, other long-term investments, corporate facilities, goodwill and other acquired intangible assets, capitalized internal-use software and website development costs, and tax assets. Technology infrastructure assets are allocated among the segments based on usage, with the majority allocated to the AWS segment. Total segment assets reconciled to consolidated amounts are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2014
|
|
2015
|
|
2016
|
North America (1)
|
$
|
13,257
|
|
|
$
|
16,772
|
|
|
$
|
22,225
|
|
International (1)
|
6,747
|
|
|
7,754
|
|
|
10,429
|
|
AWS (2)
|
6,981
|
|
|
9,787
|
|
|
12,698
|
|
Corporate
|
27,520
|
|
|
30,434
|
|
|
38,050
|
|
Consolidated
|
$
|
54,505
|
|
|
$
|
64,747
|
|
|
$
|
83,402
|
|
___________________
|
|
(1)
|
North America and International segment assets primarily consist of property and equipment, inventory, and accounts receivable.
|
|
|
(2)
|
AWS segment assets primarily consist of property and equipment and accounts receivable.
|
Property and equipment, net by segment is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2014
|
|
2015
|
|
2016
|
North America
|
$
|
5,373
|
|
|
$
|
6,707
|
|
|
$
|
10,143
|
|
International
|
2,000
|
|
|
2,266
|
|
|
3,448
|
|
AWS
|
6,043
|
|
|
8,356
|
|
|
10,300
|
|
Corporate
|
3,551
|
|
|
4,509
|
|
|
5,223
|
|
Consolidated
|
$
|
16,967
|
|
|
$
|
21,838
|
|
|
$
|
29,114
|
|
Total property and equipment additions by segment are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
North America (1)
|
$
|
2,833
|
|
|
$
|
2,485
|
|
|
$
|
5,132
|
|
International (1)
|
767
|
|
|
658
|
|
|
1,680
|
|
AWS (2)
|
4,295
|
|
|
4,681
|
|
|
5,193
|
|
Corporate
|
1,586
|
|
|
1,801
|
|
|
1,580
|
|
Consolidated
|
$
|
9,481
|
|
|
$
|
9,625
|
|
|
$
|
13,585
|
|
___________________
|
|
(1)
|
Includes property and equipment added under capital leases of
$887 million
,
$938 million
, and
$1.5 billion
in
2014
,
2015
, and
2016
, and under other financing arrangements of
$599 million
,
$219 million
, and
$849 million
in
2014
,
2015
, and
2016
.
|
|
|
(2)
|
Includes property and equipment added under capital leases of
$3.0 billion
,
$3.7 billion
, and
$4.0 billion
in
2014
,
2015
, and
2016
, and under finance leases of
$62 million
,
$81 million
, and
$75 million
in
2014
,
2015
, and
2016
.
|
U.S. property and equipment, net was
$13.1 billion
,
$16.8 billion
, and
$22.0 billion
, in
2014
,
2015
, and
2016
, and rest of world property and equipment, net was
$3.8 billion
,
$5.0 billion
, and
$7.1 billion
in
2014
,
2015
, and
2016
. Except for the U.S., property and equipment, net, in any single country was less than
10%
of consolidated property and equipment, net.
Depreciation expense, including amortization of capitalized internal-use software and website development costs and other corporate property and equipment depreciation expense, are allocated to all segments based on usage. Total depreciation expense, by segment, is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2014
|
|
2015
|
|
2016
|
North America
|
$
|
1,203
|
|
|
$
|
1,551
|
|
|
$
|
1,971
|
|
International
|
740
|
|
|
822
|
|
|
930
|
|
AWS
|
1,673
|
|
|
2,576
|
|
|
3,461
|
|
Consolidated
|
$
|
3,616
|
|
|
$
|
4,949
|
|
|
$
|
6,362
|
|
Note 12—QUARTERLY RESULTS (UNAUDITED)
The following tables contain selected unaudited statement of operations information for each quarter of
2015
and
2016
. The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Our business is affected by seasonality, which historically has resulted in higher sales volume during our fourth quarter. Unaudited quarterly results are as follows (in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015 (1)
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
Net sales
|
|
$
|
22,717
|
|
|
$
|
23,185
|
|
|
$
|
25,358
|
|
|
$
|
35,747
|
|
Operating income
|
|
255
|
|
|
464
|
|
|
406
|
|
|
1,108
|
|
Income before income taxes
|
|
21
|
|
|
362
|
|
|
247
|
|
|
938
|
|
Provision for income taxes
|
|
(71
|
)
|
|
(266
|
)
|
|
(161
|
)
|
|
(453
|
)
|
Net income (loss)
|
|
(57
|
)
|
|
92
|
|
|
79
|
|
|
482
|
|
Basic earnings per share
|
|
(0.12
|
)
|
|
0.20
|
|
|
0.17
|
|
|
1.03
|
|
Diluted earnings per share
|
|
(0.12
|
)
|
|
0.19
|
|
|
0.17
|
|
|
1.00
|
|
Shares used in computation of earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
465
|
|
|
467
|
|
|
468
|
|
|
470
|
|
Diluted
|
|
465
|
|
|
476
|
|
|
478
|
|
|
481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016 (1)
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
Net sales
|
|
$
|
29,128
|
|
|
$
|
30,404
|
|
|
$
|
32,714
|
|
|
$
|
43,741
|
|
Operating income
|
|
1,071
|
|
|
1,285
|
|
|
575
|
|
|
1,255
|
|
Income before income taxes
|
|
1,056
|
|
|
1,179
|
|
|
491
|
|
|
1,166
|
|
Provision for income taxes
|
|
(475
|
)
|
|
(307
|
)
|
|
(229
|
)
|
|
(414
|
)
|
Net income (loss)
|
|
513
|
|
|
857
|
|
|
252
|
|
|
749
|
|
Basic earnings per share
|
|
1.09
|
|
|
1.81
|
|
|
0.53
|
|
|
1.57
|
|
Diluted earnings per share
|
|
1.07
|
|
|
1.78
|
|
|
0.52
|
|
|
1.54
|
|
Shares used in computation of earnings per share:
|
|
|
|
|
|
|
|
|
Basic
|
|
471
|
|
|
473
|
|
|
474
|
|
|
476
|
|
Diluted
|
|
481
|
|
|
483
|
|
|
485
|
|
|
486
|
|
___________________
|
|
(1)
|
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.
|