Amazon (AMZN) 10-K risk factor changes: FY2022 vs FY2021

In addition to the [removed: effects of the COVID-19 pandemic and resulting global disruptions on our business and operations] [added: factors] discussed in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations,”] [added: Operations—Overview,”] and in the risk factors below, [removed: the] global economic [removed: climate] and [added: geopolitical conditions and] additional or unforeseen circumstances, developments, or events may give rise to or amplify many of the risks discussed below.

These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings [removed: experience] [added: experience, or are otherwise impacted by,] service [removed: disruptions] [added: disruptions, delays, setbacks,] or failures or [removed: other] quality issues.

In addition, profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in [removed: them.][added: them, which investments are often significant.]

[removed: In addition, our sustainability initiatives may be unsuccessful for a variety of] reasons, including if we are unable to realize the expected benefits of new technologies or if we do not successfully plan or execute new strategies, which could harm our business or damage our reputation.

- restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal [added: precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights;]

- laws and regulations regarding privacy, data use, data protection, data security, [added: data localization,] network security, consumer protection, payments, advertising, and restrictions on pricing or discounts;

There are substantial uncertainties regarding the interpretation of PRC and Indian laws and regulations, and it is possible that these governments will [removed: ultimately take a view contrary to ours.]

Demand for our products and services can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product launches, or unforeseeable events, such as in response to [added: global economic conditions such as recessionary fears or rising inflation,] natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), or geopolitical events.

[added: In addition, we may be unable] to adequately staff our fulfillment network and customer service centers during these peak periods and delivery and other fulfillment companies and customer service co-sourcers may be unable to meet the seasonal demand.

As a result of holiday sales, as of December 31 of each year, our cash, cash equivalents, and marketable securities balances typically reach their highest level (other than as a result of cash flows provided by or used in investing and financing [removed: activities).][added: activities) because consumers primarily use credit cards in our stores and the related receivables settle quickly.]

Our accounts payable balance generally declines during the first three months of the [removed: year,] [added: year as vendors and sellers are paid,] resulting in a corresponding decline in our cash, cash equivalents, and marketable securities balances.

Under our [removed: A2Z] [added: A-to-z] Guarantee, we [added: may] reimburse [removed: buyers] [added: customers] for payments up to certain limits in these situations, and as our third-party seller sales grow, the cost of this program will increase and could negatively affect our operating results.

Moreover, the steps we take to protect our intellectual property do not always adequately protect our rights or prevent third [removed: parties from infringing or misappropriating our proprietary rights.]

We also hold cash equivalents and/or marketable securities in foreign currencies such as British Pounds, Canadian Dollars, Euros, and [added: Japanese Yen.]

Our revenue and operating profit growth depends on the continued growth of demand for the products and services offered by us or our sellers, and our business is affected by general [removed: economic] [added: economic, business,] and [removed: business] [added: geopolitical] conditions worldwide.

- increases in the prices of [removed: fuel and gasoline,] [added: transportation (including fuel),] energy products, commodities like paper and packing supplies and hardware products, and technology infrastructure [removed: products;][added: products, including as a result of inflationary pressures;]

- disruptions from natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues (including terrorist attacks and armed hostilities), labor or trade [removed: disputes,] [added: disputes (including restrictive governmental actions impacting us] and [added: our third-party sellers in China or other foreign countries), and] similar events.

For example, productivity across our fulfillment network currently is being affected by [added: regional labor market and] global supply chain [removed: constraints and constrained labor markets,] [added: constraints,] which increase payroll costs and make it difficult to hire, train, and deploy a sufficient number of people to operate our fulfillment network as efficiently as we would like.

[removed: We are also subject to labor union efforts to organize groups of our employees from time to time and,] [added: These organizational efforts,] if successful, [removed: those organizational efforts may] decrease our operational flexibility, which could adversely affect our [removed: fulfillment network] operating efficiency.

Our computer and communications systems and operations in the past have been, or in the future could be, damaged or interrupted due to events such as natural or human-caused disasters (including public health crises) or extreme weather (including as a result of climate change), geopolitical events and security issues (including terrorist attacks and armed hostilities), computer viruses, physical or electronic break-ins, operational [removed: failures,] [added: failures (including from energy shortages),] and similar events or disruptions.

The Loss of Key Senior Management Personnel or the Failure to Hire and Retain Highly Skilled and Other [removed: Key] Personnel Could Negatively Affect Our Business

We do not have long-term arrangements with most of our suppliers to guarantee availability of merchandise, content, [removed: components, or services, particular payment terms, or the extension of credit limits.]

These transactions [removed: create] [added: involve] risks such as:

- the difficulty of completing such [removed: transactions] [added: transactions, including obtaining regulatory approvals or satisfying other closing conditions,] and achieving anticipated benefits within expected timeframes, or at all;

In addition to risks described elsewhere in this Item 1A relating to fulfillment network and inventory optimization by us and third parties, we are exposed to significant inventory risks that may adversely affect our operating results as a result of seasonality, new product launches, rapid changes in product cycles and pricing, defective merchandise, changes in [removed: consumer] [added: customer] demand and consumer spending patterns, changes in consumer tastes with respect to our products, spoilage, and other factors.

We are also subject to or voluntarily comply with a number of other laws and regulations relating to payments, money laundering, international money transfers, privacy, data use, data protection, data security, [added: data localization,] network security, consumer [removed: protection, and electronic fund transfers.]

These regulations and laws cover taxation, privacy, data use, data protection, data security, [added: data localization,] network security, consumer protection, pricing, content, copyrights, distribution, transportation, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, employment, trade and protectionist measures, web services, the provision of online payment services, registration, licensing, and information reporting [added: requirements, unencumbered Internet access to our services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the characteristics, legality, and quality of products and services, product labeling, the commercial operation of unmanned aircraft systems, healthcare, and other matters.]

It is not clear how existing laws governing issues such as property ownership, libel, privacy, data use, data protection, data security, [added: data localization,] network security, and consumer protection apply to aspects of our operations such as the Internet, e-commerce, digital content, web services, electronic devices, advertising, and artificial intelligence technologies and services.

We are regularly subject to formal and informal [removed: reviews] [added: reviews, investigations,] and [removed: investigations] [added: other proceedings] by governments and regulatory authorities under existing laws, regulations, or interpretations or pursuing new and novel approaches to regulate our operations.

For example, we face a number of open investigations based on claims that aspects of our operations violate competition rules, including aspects of Amazon’s [added: U.S. and] European marketplace for sellers, particularly with respect to use of data, fulfillment services, and featured [removed: offers.][added: offers, and legislative and regulatory initiatives in Europe and elsewhere allow authorities to restrict or prohibit certain operations or actions pre-emptively without the need to assess specific competitive effects.]

As an innovative company offering a wide range of consumer and business products and services around the world, we are regularly subject to actual and threatened claims, litigation, reviews, investigations, and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, including patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy, data use, data protection, data security, [added: data localization,] network security, consumer protection, commercial disputes, goods and services offered by us and by third parties, and other matters.

The number and scale of these proceedings have increased over time as our businesses have expanded in scope and geographic [removed: reach and] [added: reach, as] our products, services, and operations have become more complex and available to, and used by, more [removed: people.][added: people, and as governments and regulatory authorities seek to regulate us on a pre-emptive basis.]

[added: These include new obligations to withhold or collect sales,] consumption, value added, or other taxes on online marketplaces and remote sellers, or other requirements that may result in liability for third party obligations.

Our tax expense and liabilities are also affected by other factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special or extraterritorial tax regimes, changes in foreign currency exchange rates, changes in our stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, and changes in our tax assets and liabilities and their [removed: valuation.]

Many of the risks discussed below also impact our customers, including third-party sellers, which could indirectly have a material adverse effect on us.

In addition, our sustainability initiatives may be unsuccessful for a variety of

ultimately take a view contrary to ours.

Typically, there is also a corresponding increase in accounts payable as of December 31 due to inventory purchases and third-party seller sales.

parties from infringing or misappropriating our proprietary rights.

We also rely on a significant number of personnel to operate our stores, fulfillment network, and data centers and carry out our other operations.

Failure to successfully hire, train, manage, and retain sufficient personnel to meet our needs can strain our operations, increase payroll and other costs, and harm our business and reputation.

In addition, changes in laws and regulations applicable to employees, independent contractors, and temporary personnel could increase our payroll costs, decrease our operational flexibility, and negatively impact how we are able to staff our operations and supplement our workforce.

We are also subject to labor union efforts to organize groups of our employees from time to time.

In addition, our response to any organizational efforts could be perceived negatively and harm our business and reputation.

components, or services, particular payment terms, or the extension of credit limits.

protection, and electronic fund transfers.

For example, we are litigating a number of matters alleging price fixing, monopolization, and consumer protection claims, including those brought by state attorneys general.

Additionally, under our A-to-z Guarantee, we may reimburse customers for certain product liability claims up to certain limits in these situations, and as our third-party seller sales grow, the cost of this program will increase and could negatively affect our operating results.

valuation.

Due to the inherent complexity and uncertainty of these matters, interpretations of certain tax laws by authorities, and judicial, administrative, and regulatory processes in certain jurisdictions, the final outcome of any such controversy may be materially different from our expectations.

For example, in February 2023, the Indian Tax Authority determined that tax applies to cloud services fees paid to the U.S. We are contesting this determination; however, if this matter is adversely resolved, we may be required to pay additional amounts with respect to current and prior periods and our taxes in the future could increase.

precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights;

In addition, we may be unable

We generally have payment terms with our retail vendors that extend beyond the amount of time necessary to collect proceeds from our consumer customers.

This operating cycle results in a corresponding increase in accounts payable as of December 31.

Japanese Yen.

requirements, unencumbered Internet access to our services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the characteristics, legality, and quality of products and services, product labeling, the commercial operation of unmanned aircraft systems, healthcare, and other matters.

These include new obligations to collect sales,

Actual results and outcomes could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates, changes in global economic conditions and customer [added: demand and] spending, inflation, [added: interest rates, regional] labor market and global supply chain constraints, world events, the rate of growth of the Internet, online commerce, and cloud services, the amount that Amazon.com invests in new business opportunities and the timing of those investments, the mix of products and services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income or other taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of claims, litigation, government investigations, and other proceedings, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, variability in demand, the degree to which we enter into, maintain, and develop commercial agreements, proposed and completed acquisitions and strategic transactions, payments risks, and risks of fulfillment throughput and productivity.

In addition, [removed: the] global economic [removed: climate] and [added: geopolitical conditions and] additional or unforeseen [removed: effects from the COVID-19 pandemic] [added: circumstances, developments, or events may give rise to or] amplify many of these risks.

Our fixed costs include the costs necessary to build and run our technology infrastructure; to build, enhance, and add features to our online stores, web services, electronic devices, and digital offerings; and to build and optimize our fulfillment [removed: networks and related facilities.][added: network.]

We [added: also] expect [added: some] variability in [removed: inventory turnover] [added: accounts payable days] over time since [removed: it is] [added: they are] affected by [removed: numerous] [added: several] factors, including [removed: our] [added: the mix of] product [removed: mix,] [added: sales,] the mix of sales [added: by third-party sellers, the mix]

[added: We expect variability in inventory turnover over time since it is affected] by [added: numerous factors, including our product mix, the mix of sales by] us and by third-party sellers, our continuing focus on in-stock inventory availability and selection of product offerings, [added: supply chain disruptions and resulting vendor lead times,] our investment in new geographies and product lines, and the extent to which we choose to utilize third-party fulfillment providers.

[removed: We also expect some variability in accounts payable days over time since they are affected by several factors, including the mix] of [removed: product sales, the mix of sales by third-party sellers, the mix of] suppliers, seasonality, and changes in payment [added: and other] terms over time, including the effect of balancing pricing and timing of payment terms with suppliers.

Total shares outstanding plus outstanding stock awards were [removed: 518 million] [added: 10.5 billion] and [removed: 523 million] [added: 10.6 billion] as of December 31, [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Our Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2021] includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, [removed: 2019] [added: 2020] in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Critical Accounting [removed: Judgments][added: Estimates]

Based on this definition, we have identified the critical accounting [removed: policies and judgments] [added: estimates] addressed below.

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 [removed: vendors, or liquidations, and expected recoverable values of each disposition category.]

As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, [removed: 2021,] [added: 2022,] we would have recorded an additional cost of sales of approximately [removed: $370] [added: $390] million.

| Operating activities | | | $ | [removed: 66,064] [added: 46,327] | | | | | $ | [removed: 46,327] [added: 46,752] | |

| Investing activities | | | [removed: (59,611)] [added: (58,154)] | | | | | | [removed: (58,154)] [added: (37,601)] | | |

| Financing activities | | | [removed: (1,104)] [added: 6,291] | | | | | | [removed: 6,291] [added: 9,718] | | |

Our principal sources of liquidity are cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, which, at fair value, were [removed: $84.4] [added: $96.0] billion and [removed: $96.0] [added: $70.0] billion as of December 31, [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Amounts held in foreign currencies were [removed: $23.5] [added: $22.7] billion and [removed: $22.7] [added: $18.3] billion as of December 31, [removed: 2020 and 2021, and were primarily British Pounds, Euros, Japanese Yen,] [added: 2021] and [removed: Canadian Dollars.][added: 2022.]

Cash provided by (used in) operating activities was [removed: $66.1] [added: $46.3] billion and [removed: $46.3] [added: $46.8] billion in [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Our operating cash flows result primarily from cash received from our consumer, seller, developer, enterprise, and content creator customers, and advertisers, offset by cash payments we make for products and services, employee compensation, payment processing and related transaction costs, operating leases, and interest [removed: payments on our long-term obligations.][added: payments.]

[added: *We seek to turn inventory quickly and collect from consumers before our payments to vendors and sellers become due.*] Because consumers primarily use credit cards [removed: to buy from us,] [added: in] our [added: stores, our] receivables from consumers settle quickly.

[added: The increase in operating cash flow in 2022, compared to the prior year, was] primarily due to [removed: changes in working capital, partially offset by] the increase in net income, excluding non-cash [removed: expenses.][added: expenses, partially offset by changes in working capital.]

Working capital at any specific point in time is subject to many variables, including variability in demand, inventory management and category expansion, the timing of cash receipts and payments, [added: customer and] vendor payment terms, and fluctuations in foreign exchange rates.

Cash provided by (used in) investing activities was [removed: $(59.6)] [added: $(58.2)] billion and [removed: $(58.2)] [added: $(37.6)] billion in [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] with the variability caused primarily by [removed: our decision to purchase or lease property and equipment and] purchases, sales, and maturities of marketable securities.

Cash capital expenditures were [removed: $35.0] [added: $55.4] billion, and [removed: $55.4] [added: $58.3] billion in [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] which primarily reflect investments in [removed: additional capacity to support our fulfillment operations and in support of continued business growth in] technology infrastructure (the majority of which is to support [removed: AWS), which investments we expect] [added: AWS business growth) and in additional capacity] to [removed: continue over time.][added: support our fulfillment network.]

We made cash payments, net of acquired cash, related to acquisition and other investment activity of [removed: $2.3] [added: $2.0] billion and [removed: $2.0] [added: $8.3] billion in [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Cash provided by (used in) financing activities was [removed: $(1.1)] [added: $6.3] billion and [removed: $6.3] [added: $9.7] billion in [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Cash inflows from financing activities resulted from proceeds from short-term debt, and other and long-term-debt of [removed: $17.3] [added: $27.0] billion and [removed: $27.0] [added: $62.7] billion in [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Cash outflows from financing activities resulted from [added: repurchases of common stock,] payments of short-term debt, and other, long-term debt, finance leases, and financing obligations of [removed: $18.4] [added: $20.7] billion and [removed: $20.7] [added: $53.0] billion in [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

We had no borrowings outstanding under the [added: two] unsecured revolving credit [removed: facility, $725 million] [added: facilities, $6.8 billion] of borrowings outstanding under the commercial paper programs, and [removed: $803 million] [added: $1.0 billion] of borrowings outstanding under [removed: our] [added: the] secured revolving credit facility [removed: (the “Credit Facility”)] as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] cash, cash equivalents, and marketable securities held by foreign subsidiaries were [removed: $7.6] [added: $4.7] billion.

Our federal tax provision included [removed: the election of full expensing of qualified property for 2019 and] a partial election for 2020 and [removed: 2021.][added: 2021, and a full election for 2022.]

Cash taxes paid (net of refunds) were [removed: $1.7] [added: $3.7] billion and [removed: $3.7] [added: $6.0] billion for [removed: 2020] [added: 2021] and [removed: 2021.][added: 2022.]

Effective January 1, 2022, research and development expenses are required to be capitalized and amortized for U.S. tax purposes, which [removed: will delay] [added: delays] the deductibility of these [removed: expenses and potentially increase the amount of cash taxes we pay.][added: expenses.]

As of December 31, [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] restricted cash, cash equivalents, and marketable securities were [removed: $257] [added: $260] million and [removed: $260] [added: $365] million.

We [removed: expect to fund] [added: funded] the acquisition of MGM Holdings Inc. with cash on hand.

We expect [added: some or all of] these factors [removed: and their effects on our operations] to continue [added: to impact our operations] into Q1 [removed: 2022.][added: 2023.]

| North America | | | $ | [removed: 236,282] [added: 279,833] | | | | | $ | [removed: 279,833] [added: 315,880] | |

| International | | | [removed: 104,412] [added: 127,787] | | | | | | [removed: 127,787] [added: 118,007] | | |

| AWS | | | [removed: 45,370] [added: 62,202] | | | | | | [removed: 62,202] [added: 80,096] | | |

| Consolidated | | | $ | [removed: 386,064] [added: 469,822] | | | | | $ | [removed: 469,822] [added: 513,983] | |

We are also investing in initiatives to build and deploy innovative and efficient software and electronic devices as well as other initiatives including the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services.

Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company.

vendors, or liquidations, and expected recoverable values of each disposition category.

| | | | 2021 | | | | | | 2022 | | |

Our foreign currency balances include British Pounds, Canadian Dollars, Euros, and Japanese Yen.

We expect to continue these investments over time, with increased spending on technology infrastructure.

We expect to fund the acquisitions of 1Life Healthcare, Inc. (One Medical) and iRobot Corporation with cash on hand.

Property and equipment acquired under finance leases was $7.1 billion and $675 million in 2021 and 2022.

Our U.S. taxable income is reduced by accelerated depreciation deductions and increased by the impact of capitalized research and development expenses.

In addition, economic conditions and actions by policymaking bodies are contributing to rising interest rates and significant capital market volatility, which, along with increases in our borrowing levels, could increase our future borrowing costs.

Macroeconomic factors, including inflation, increased interest rates, significant capital market volatility, the prolonged COVID-19 pandemic, global supply chain constraints, and global economic and geopolitical developments, have direct and indirect impacts on our results of operations that are difficult to isolate and quantify.

These factors contributed to increases in our operating costs during 2022, particularly across our North America and International segments, primarily due to a return to more normal, seasonal demand volumes in relation to our fulfillment network fixed costs, increased transportation and utility costs, and increased wage rates.

In addition, rising fuel, utility, and food costs, rising interest rates, and recessionary fears may impact customer demand and our ability to forecast consumer spending patterns.

We also expect the current macroeconomic environment and enterprise customer cost optimization efforts to impact our AWS revenue growth rates.

| | | | 2021 | | | | | | 2022 | | |

| North America | | | 60 | | % | | | | 61 | | % |

| AWS | | | 13 | | | | | | 16 | | |

International sales decreased 8% in 2022, compared to the prior year, primarily due to the impact of changes in foreign currency exchange rates, partially offset by increased unit sales, including sales by third-party sellers, advertising sales, and subscription services.

Increased unit sales were driven largely by our continued focus on price, selection, and convenience for our customers, including from our shipping offers.

| | | | 2021 | | | | | | 2022 | | |

Changes in foreign currency exchange rates negatively impacted operating loss by $857 million in 2022.

Changes in foreign currency exchange rates positively impacted operating income by $1.4 billion in 2022.

| | | | 2021 | | | | | | 2022 | | |

| Sales and marketing | | | 32,551 | | | | | | 42,238 | | |

| Year-over-year Percentage Growth (Decline): | | | | | | | | | | | |

| Sales and marketing | | | 48 | | | | | | 30 | | |

| Sales and marketing | | | 6.9 | | | | | | 8.2 | | |

Changes in foreign exchange rates reduced cost of sales by $10.8 billion in 2022.

Changes in foreign exchange rates reduced fulfillment costs by $2.5 billion in 2022.

Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers, including expenditures related to initiatives to build and deploy innovative and efficient software and electronic devices and the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services.

*Sales and Marketing*

See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 4 — Leases and Note 6 — Debt” for additional information.

Our effective tax rate can be more or less volatile based on the amount of pre-tax income or loss.

For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.

| | | | 2021 | | | | | | 2022 | | |

| | | | 2021 | | | | | | 2022 | | |

| Net cash provided by (used in) operating activities | | | $ | 46,327 | | | | | $ | 46,752 | |

| Purchases of property and equipment, net of proceeds from sales and incentives | | | (55,396) | | | | | | (58,321) | | |

| Net cash provided by (used in) investing activities | | | $ | (58,154) | | | | | $ | (37,601) | |

| Net cash provided by (used in) financing activities | | | $ | 6,291 | | | | | $ | 9,718 | |

*Because of our model we are able to turn our inventory quickly and have a cash-generating operating cycle1.* On average, our high inventory velocity means we generally collect from consumers before our payments to suppliers come due.

1 The operating cycle is the number of days of sales in inventory plus the number of days of sales in accounts receivable minus accounts payable days.

We are also investing in initiatives to build and deploy innovative and efficient software and electronic devices.

The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

| | | | 2020 | | | | | | 2021 | | |

The decrease in operating cash flow in 2021, compared to the prior year, was

Property and equipment acquired under finance leases was $11.6 billion and $7.1 billion in 2020 and 2021, reflecting investments in support of continued business growth primarily due to investments in technology infrastructure for AWS.

Tax benefits relating to excess stock-based compensation deductions and accelerated depreciation deductions are reducing our U.S. taxable income.

As reflected in the discussion below, ongoing direct and indirect impacts of the COVID-19 pandemic and actions taken in response to them had varying effects on our 2021 results of operations, although some effects, including customer demand, are mitigating or becoming more difficult to isolate or quantify.

Moreover, it is not possible to determine the duration and scope of the pandemic, the scale and rate of economic recovery from the pandemic, any ongoing effects on consumer demand and spending patterns, supply chain disruptions, and labor availability and costs, or the impact of other indirect factors that may be attributable to the pandemic, and the extent to which these or other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations.

However, we expect our net sales growth rate to decelerate in Q1 2022 compared to the increase we experienced in Q1 2021.

In addition, these direct and indirect factors can make it difficult to isolate and quantify the portion of our costs that are a direct result of the pandemic and costs arising from factors that may have been influenced by the pandemic, including increased wage rates and incentives, increased carrier rates, and fulfillment network inefficiencies resulting from constrained labor markets and global supply chain constraints.

We expect our North America sales growth rate to decelerate in Q1 2022 compared to the increase we experienced in Q1 2021.

We expect our International sales growth rate to decelerate in Q1 2022 compared to the increase we experienced in Q1 2021.

AWS sales increased 37% in 2021, compared to the prior year.

Pricing changes were driven largely by our continued efforts to reduce prices for our customers.

Changes in foreign exchange rates impacted operating income by $8 million and $88 million for 2020 and 2021.

Changes in foreign exchange rates impacted operating income by $30 million and $(372) million for 2020 and 2021.

| Marketing | | | 22,008 | | | | | | 32,551 | | |

| Marketing | | | 17 | | | | | | 48 | | |

| Marketing | | | 5.7 | | | | | | 6.9 | | |

Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers.

We expect technology and content costs to grow at a slower rate in 2022 due to increases in the estimated useful lives of our servers and networking equipment, which will primarily impact our AWS segment.

*Marketing*

This guidance includes approximately $1.0 billion lower depreciation expense due to increases in the estimated useful lives of our servers and networking equipment beginning on January 1, 2022.

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our [removed: long-term] debt.

However, the fair value of our [added: long-term] debt, which pays interest at a fixed rate, will generally fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest.

The following table provides information about our cash equivalents and marketable fixed income securities, including principal cash flows by expected maturity and the related weighted-average interest rates as of December 31, [removed: 2021] [added: 2022] (in millions, except percentages):

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | Estimated Fair Value as of December 31, [removed: 2021] [added: 2022] | | |

| Money market funds | | | | | | $ | [removed: 20,312] [added: 27,899] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 20,312] [added: 27,899] | | | | | $ | [removed: 20,312] [added: 27,899] | |

| Weighted average interest rate | | | | | | [removed: (0.02)] [added: 4.18] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: (0.02)] [added: 4.18] | | % | | | | | | |

| Weighted average interest rate | | | | | | [removed: 1.19] [added: 0.99] | | % | | | | [removed: 0.93] [added: 1.30] | | % | | | | [removed: 1.28] [added: 1.37] | | % | | | | [removed: 1.27] [added: 1.39] | | % | | | | [removed: 0.99] [added: 1.41] | | % | | | | [removed: 1.14] [added: 1.06] | | % | | | | [removed: 1.14] [added: 1.19] | | % | | | | | | |

| Foreign government and agency securities | | | | | | [removed: 105] [added: 519] | | | | | | [removed: 52] [added: 19] | | | | | | [removed: 22] [added: —] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 179] [added: 538] | | | | | | [removed: 181] [added: 535] | | |

| Cash equivalents and marketable fixed income securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 67,981] [added: 56,016] | |

As of December 31, [removed: 2021,] [added: 2022,] we had long-term debt with a face value of [removed: $50.6] [added: $70.5] billion, including the current portion, primarily consisting of fixed rate unsecured senior notes.

During [removed: 2021,] [added: 2022,] net sales from our International segment accounted for [removed: 27%] [added: 23%] of our consolidated revenues.

For example, as a result of fluctuations in foreign exchange rates throughout the year compared to rates in effect the prior year, International segment net sales [removed: increased] [added: decreased] by [removed: $3.0] [added: $15.0] billion in comparison with the prior year.

Based on the balance of foreign funds as of December 31, [removed: 2021,] [added: 2022,] of [removed: $22.7] [added: $18.3] billion, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in [removed: fair value] declines of [removed: $1.1 billion, $2.3] [added: $915 million, $1.8] billion, and [removed: $4.5] [added: $3.7] billion.

We [added: also] have foreign exchange risk related to our intercompany balances denominated in various foreign currencies.

Based on the intercompany balances as of December 31, [removed: 2021,] [added: 2022,] an assumed 5%, 10%, and 20% adverse change to foreign exchange rates would result in losses of [removed: $285] [added: $275] million, [removed: $575] [added: $555] million, and $1.1 billion, recorded to “Other income (expense), net.”

As of December 31, [removed: 2021,] [added: 2022,] our recorded value in equity and equity warrant investments in public and private companies was [removed: $22.3] [added: $7.2] billion.

Our equity and equity warrant investments in publicly traded companies, which primarily relate to [removed: Rivian Automotive, Inc.,] [added: Rivian,] represent [removed: $20.3] [added: $5.0] billion of our investments as of December 31, [removed: 2021,] [added: 2022,] and are recorded at fair value, which is subject to market price volatility.

The current global economic [removed: climate provides] [added: conditions provide] additional uncertainty.

| Corporate debt securities | | | | | | 17,500 | | | | | | 2,486 | | | | | | 2,332 | | | | | | 748 | | | | | | 9 | | | | | | — | | | | | | 23,075 | | | | | | 22,627 | | |

| Weighted average interest rate | | | | | | 4.06 | | % | | | | 0.97 | | % | | | | 1.23 | | % | | | | 1.45 | | % | | | | 2.33 | | % | | | | — | | % | | | | 3.35 | | % | | | | | | |

| U.S. government and agency securities | | | | | | 819 | | | | | | 358 | | | | | | 554 | | | | | | 396 | | | | | | 80 | | | | | | 75 | | | | | | 2,282 | | | | | | 2,146 | | |

| Weighted average interest rate | | | | | | 1.05 | | % | | | | 0.98 | | % | | | | 0.81 | | % | | | | 0.83 | | % | | | | 1.24 | | % | | | | 1.83 | | % | | | | 0.98 | | % | | | | | | |

| Asset-backed securities | | | | | | 1,059 | | | | | | 872 | | | | | | 413 | | | | | | 146 | | | | | | 128 | | | | | | 72 | | | | | | 2,690 | | | | | | 2,572 | | |

| Weighted average interest rate | | | | | | 4.24 | | % | | | | 0.60 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 4.11 | | % | | | | | | |

| Other fixed income securities | | | | | | 138 | | | | | | 61 | | | | | | 48 | | | | | | — | | | | | | — | | | | | | — | | | | | | 247 | | | | | | 237 | | |

| Weighted average interest rate | | | | | | 0.40 | | % | | | | 0.56 | | % | | | | 1.15 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 0.58 | | % | | | | | | |

| | | | | | | $ | 47,934 | | | | | $ | 3,796 | | | | | $ | 3,347 | | | | | $ | 1,290 | | | | | $ | 217 | | | | | $ | 147 | | | | | $ | 56,731 | | | | | | | |

| Corporate debt securities | | | | | | 18,063 | | | | | | 6,253 | | | | | | 8,231 | | | | | | 2,044 | | | | | | 921 | | | | | | — | | | | | | 35,512 | | | | | | 35,764 | | |

| Weighted average interest rate | | | | | | 0.34 | | % | | | | 1.02 | | % | | | | 1.02 | | % | | | | 1.35 | | % | | | | 1.22 | | % | | | | — | | % | | | | 0.70 | | % | | | | | | |

| U.S. government and agency securities | | | | | | 1,584 | | | | | | 837 | | | | | | 561 | | | | | | 672 | | | | | | 558 | | | | | | 61 | | | | | | 4,273 | | | | | | 4,300 | | |

| Weighted average interest rate | | | | | | 0.30 | | % | | | | 0.39 | | % | | | | 1.00 | | % | | | | 1.14 | | % | | | | 0.99 | | % | | | | 1.01 | | % | | | | 0.65 | | % | | | | | | |

| Asset-backed securities | | | | | | 1,237 | | | | | | 1,966 | | | | | | 1,722 | | | | | | 959 | | | | | | 312 | | | | | | 500 | | | | | | 6,696 | | | | | | 6,738 | | |

| Weighted average interest rate | | | | | | 0.97 | | % | | | | 1.12 | | % | | | | 0.74 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 0.98 | | % | | | | | | |

| Other fixed income securities | | | | | | 142 | | | | | | 264 | | | | | | 222 | | | | | | 57 | | | | | | — | | | | | | — | | | | | | 685 | | | | | | 686 | | |

| Weighted average interest rate | | | | | | 0.65 | | % | | | | 0.93 | | % | | | | 0.68 | | % | | | | 1.35 | | % | | | | — | | % | | | | — | | % | | | | 0.83 | | % | | | | | | |

| | | | | | | $ | 41,443 | | | | | $ | 9,372 | | | | | $ | 10,758 | | | | | $ | 3,732 | | | | | $ | 1,791 | | | | | $ | 561 | | | | | $ | 67,657 | | | | | | | |

Fluctuations in fair value are recorded in “Accumulated other comprehensive income (loss),” a separate component of stockholders’ equity.

Equity securities with readily determinable fair values are included in “Marketable securities” on our consolidated balance sheets and are measured at fair value with changes recognized in net income.

We also manufacture and sell electronic devices, including Kindle, Fire tablet, Fire TV, Echo, [removed: and] Ring, [added: Blink,] and [added: eero, and] we develop and produce media content.

We [removed: also] offer programs that allow authors, [added: independent publishers,] musicians, filmmakers, Twitch streamers, skill and app developers, and others to publish and sell content.

As of December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 1,608,000] [added: 1,541,000] full-time and part-time employees.

The following tables set forth certain information regarding our Executive Officers and Directors as of January [removed: 26, 2022:][added: 25, 2023:]

| Jeffrey P. Bezos | | | | | | [removed: 58] [added: 59] | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | [removed: 54] [added: 55] | | | | | | President and Chief Executive Officer | | |

| Brian T. Olsavsky | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Shelley L. Reynolds | | | | | | [removed: 57] [added: 58] | | | | | | Vice President, Worldwide Controller, and Principal Accounting Officer | | |

| Adam N. Selipsky | | | | | | [removed: 55] [added: 56] | | | | | | CEO Amazon Web Services | | |

| David A. Zapolsky | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President, General Counsel, and Secretary | | |

[removed: Clark.] [added: Herrington.] Mr. [removed: Clark] [added: Herrington] has served as CEO Worldwide [removed: Consumer] [added: Amazon Stores] since [added: July 2022, Senior Vice President, North America Consumer from] January [removed: 2021,] [added: 2015 to July 2022,] and Senior Vice President, [removed: Worldwide Operations,] [added: Consumables] from May 2014 [removed: until January 2021.][added: to December 2014.]

| Keith B. Alexander | | | | | | [removed: 70] [added: 71] | | | | | | [removed: Co-CEO,] [added: CEO,] President, and Chair of [removed: IronNet Cybersecurity,] [added: IronNet,] Inc. | | |

| Edith W. Cooper | | | | | | [removed: 60] [added: 61] | | | | | | Former Executive Vice President, Goldman Sachs Group, Inc. | | |

| Jamie S. Gorelick | | | | | | [removed: 71] [added: 72] | | | | | | Partner, Wilmer Cutler Pickering Hale and Dorr LLP | | |

| Daniel P. Huttenlocher | | | | | | [removed: 63] [added: 64] | | | | | | Dean, MIT Schwarzman College of Computing | | |

| Judith A. McGrath | | | | | | [removed: 69] [added: 70] | | | | | | Former Chair and CEO, MTV Networks | | |

| Indra K. Nooyi | | | | | | [removed: 66] [added: 67] | | | | | | Former Chief Executive Officer, PepsiCo, Inc. | | |

| Jonathan J. Rubinstein | | | | | | [removed: 65] [added: 66] | | | | | | Former co-CEO, Bridgewater Associates, LP | | |

| Patricia Q. Stonesifer | | | | | | [removed: 65] [added: 66] | | | | | | Former President and Chief Executive Officer, Martha’s Table | | |

| Wendell P. Weeks | | | | | | [removed: 62] [added: 63] | | | | | | Chief Executive Officer, Corning Incorporated | | |

Over 100,000 Amazon employees around the world have participated in Career Choice.

We also continue to inspect and refine the mechanisms we use to hire, develop, evaluate, and retain our employees to promote equity for all candidates and employees.

In addition, safety is integral to everything we do at Amazon and we continue to invest in safety improvements such as capital improvements, new safety technology, vehicle safety controls, and engineering ergonomic solutions.

Our safety team is dedicated to using the science of safety to solve complex problems and establish new industry best practices.

| Douglas J. Herrington | | | | | | 56 | | | | | | CEO Worldwide Amazon Stores | | |

Douglas J.

| Jeffrey P. Bezos | | | | | | 59 | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | 55 | | | | | | President and Chief Executive Officer | | |

We serve authors and independent publishers with Kindle Direct Publishing, an online service that lets independent authors and publishers choose a royalty option and make their books available in the Kindle Store, along with Amazon’s own publishing arm, Amazon Publishing.

| David H. Clark | | | | | | 49 | | | | | | CEO Worldwide Consumer | | |

David H.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2021] [added: 2022] | | | $ | [removed: 1,507,362,696,975] [added: 944,744,113,598] | |

| Number of shares of common stock outstanding as of January [removed: 26, 2022] [added: 25, 2023] | | | [removed: 508,844,410] [added: 10,247,259,757] | | |

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in [removed: 2022,] [added: 2023,] which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

| Item 1. | | | [removed: [Business](#i10ffcc0db5d74ac5a2de7ca2ad731f50_13)] [added: [Business](#icc32c5c732854b7f9975929c57cd5bd4_13)] | | | [removed: [3](#i10ffcc0db5d74ac5a2de7ca2ad731f50_13)] [added: [3](#icc32c5c732854b7f9975929c57cd5bd4_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i10ffcc0db5d74ac5a2de7ca2ad731f50_16)] [added: Factors](#icc32c5c732854b7f9975929c57cd5bd4_16)] | | | [removed: [6](#i10ffcc0db5d74ac5a2de7ca2ad731f50_16)] [added: [6](#icc32c5c732854b7f9975929c57cd5bd4_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i10ffcc0db5d74ac5a2de7ca2ad731f50_19)] [added: Comments](#icc32c5c732854b7f9975929c57cd5bd4_19)] | | | [removed: [15](#i10ffcc0db5d74ac5a2de7ca2ad731f50_19)] [added: [16](#icc32c5c732854b7f9975929c57cd5bd4_19)] | | |

| Item 2. | | | [removed: [Properties](#i10ffcc0db5d74ac5a2de7ca2ad731f50_22)] [added: [Properties](#icc32c5c732854b7f9975929c57cd5bd4_22)] | | | [removed: [16](#i10ffcc0db5d74ac5a2de7ca2ad731f50_22)] [added: [17](#icc32c5c732854b7f9975929c57cd5bd4_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i10ffcc0db5d74ac5a2de7ca2ad731f50_25)] [added: Proceedings](#icc32c5c732854b7f9975929c57cd5bd4_25)] | | | [removed: [16](#i10ffcc0db5d74ac5a2de7ca2ad731f50_25)] [added: [17](#icc32c5c732854b7f9975929c57cd5bd4_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i10ffcc0db5d74ac5a2de7ca2ad731f50_28)] [added: Disclosures](#icc32c5c732854b7f9975929c57cd5bd4_28)] | | | [removed: [16](#i10ffcc0db5d74ac5a2de7ca2ad731f50_28)] [added: [17](#icc32c5c732854b7f9975929c57cd5bd4_28)] | | |

| Item 5. | | | [Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity [removed: Securities](#i10ffcc0db5d74ac5a2de7ca2ad731f50_34)] [added: Securities](#icc32c5c732854b7f9975929c57cd5bd4_34)] | | | [removed: [17](#i10ffcc0db5d74ac5a2de7ca2ad731f50_34)] [added: [18](#icc32c5c732854b7f9975929c57cd5bd4_34)] | | |

| Item 6. | | | [removed: [Reserved](#i10ffcc0db5d74ac5a2de7ca2ad731f50_2540)] [added: [Reserved](#icc32c5c732854b7f9975929c57cd5bd4_37)] | | | [removed: [17](#i10ffcc0db5d74ac5a2de7ca2ad731f50_2540)] [added: [18](#icc32c5c732854b7f9975929c57cd5bd4_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i10ffcc0db5d74ac5a2de7ca2ad731f50_40)] [added: Operations](#icc32c5c732854b7f9975929c57cd5bd4_43)] | | | [removed: [18](#i10ffcc0db5d74ac5a2de7ca2ad731f50_40)] [added: [19](#icc32c5c732854b7f9975929c57cd5bd4_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i10ffcc0db5d74ac5a2de7ca2ad731f50_76)] [added: Risk](#icc32c5c732854b7f9975929c57cd5bd4_79)] | | | [removed: [31](#i10ffcc0db5d74ac5a2de7ca2ad731f50_76)] [added: [31](#icc32c5c732854b7f9975929c57cd5bd4_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i10ffcc0db5d74ac5a2de7ca2ad731f50_85)] [added: Data](#icc32c5c732854b7f9975929c57cd5bd4_88)] | | | [removed: [33](#i10ffcc0db5d74ac5a2de7ca2ad731f50_85)] [added: [33](#icc32c5c732854b7f9975929c57cd5bd4_88)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i10ffcc0db5d74ac5a2de7ca2ad731f50_286)] [added: Disclosure](#icc32c5c732854b7f9975929c57cd5bd4_304)] | | | [removed: [68](#i10ffcc0db5d74ac5a2de7ca2ad731f50_286)] [added: [69](#icc32c5c732854b7f9975929c57cd5bd4_304)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i10ffcc0db5d74ac5a2de7ca2ad731f50_289)] [added: Procedures](#icc32c5c732854b7f9975929c57cd5bd4_307)] | | | [removed: [68](#i10ffcc0db5d74ac5a2de7ca2ad731f50_289)] [added: [69](#icc32c5c732854b7f9975929c57cd5bd4_307)] | | |

| Item 9B. | | | [Other [removed: Information](#i10ffcc0db5d74ac5a2de7ca2ad731f50_295)] [added: Information](#icc32c5c732854b7f9975929c57cd5bd4_313)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_295)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_313)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i10ffcc0db5d74ac5a2de7ca2ad731f50_2568)] [added: Inspections](#icc32c5c732854b7f9975929c57cd5bd4_319)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_2568)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_319)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i10ffcc0db5d74ac5a2de7ca2ad731f50_301)] [added: Governance](#icc32c5c732854b7f9975929c57cd5bd4_325)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_301)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_325)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i10ffcc0db5d74ac5a2de7ca2ad731f50_304)] [added: Compensation](#icc32c5c732854b7f9975929c57cd5bd4_328)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_304)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_328)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i10ffcc0db5d74ac5a2de7ca2ad731f50_307)] [added: Matters](#icc32c5c732854b7f9975929c57cd5bd4_331)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_307)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_331)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i10ffcc0db5d74ac5a2de7ca2ad731f50_310)] [added: Independence](#icc32c5c732854b7f9975929c57cd5bd4_334)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_310)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_334)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i10ffcc0db5d74ac5a2de7ca2ad731f50_313)] [added: Services](#icc32c5c732854b7f9975929c57cd5bd4_337)] | | | [removed: [70](#i10ffcc0db5d74ac5a2de7ca2ad731f50_313)] [added: [71](#icc32c5c732854b7f9975929c57cd5bd4_337)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i10ffcc0db5d74ac5a2de7ca2ad731f50_319)] [added: Schedules](#icc32c5c732854b7f9975929c57cd5bd4_343)] | | | [removed: [71](#i10ffcc0db5d74ac5a2de7ca2ad731f50_319)] [added: [72](#icc32c5c732854b7f9975929c57cd5bd4_343)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i10ffcc0db5d74ac5a2de7ca2ad731f50_322)] [added: Summary](#icc32c5c732854b7f9975929c57cd5bd4_346)] | | | [removed: [73](#i10ffcc0db5d74ac5a2de7ca2ad731f50_322)] [added: [74](#icc32c5c732854b7f9975929c57cd5bd4_346)] | | |

For the Fiscal Year Ended December 31, 2022

| [Signatures](#icc32c5c732854b7f9975929c57cd5bd4_349) | | | | | | [75](#icc32c5c732854b7f9975929c57cd5bd4_349) | | |

| [Signatures](#i10ffcc0db5d74ac5a2de7ca2ad731f50_325) | | | | | | [74](#i10ffcc0db5d74ac5a2de7ca2ad731f50_325) | | |

As of December 31, [removed: 2021,] [added: 2022,] we operated the following facilities (in thousands):

| Office space | | | | | | [removed: 27,519] [added: 30,611] | | | | | | [removed: 6,138] [added: 6,792] | | | | | | North America | | |

| Office space | | | | | | [removed: 20,983] [added: 23,956] | | | | | | 1,802 | | | | | | International | | |

| Physical stores (2) | | | | | | [removed: 22,396] [added: 22,881] | | | | | | 662 | | | | | | North America | | |

| Physical stores (2) | | | | | | [removed: 235] [added: 291] | | | | | | — | | | | | | International | | |

| Fulfillment, data centers, and other | | | | | | [removed: 370,392] [added: 391,598] | | | | | | [removed: 16,663] [added: 22,058] | | | | | | North America | | |

| Fulfillment, data centers, and other | | | | | | [removed: 129,035] [added: 148,146] | | | | | | [removed: 9,601] [added: 12,613] | | | | | | International | | |

(2)This includes [removed: 672] [added: 611] North America and [removed: 7] [added: 32] International stores as of December 31, [removed: 2021.][added: 2022.]

| Total | | | | | | 617,483 | | | | | | 43,927 | | | | | | | | |

| North America | | | | | | 403,984 | | | | | | 13,595 | | |

| International | | | | | | 140,898 | | | | | | 6,292 | | |

| AWS | | | | | | 18,034 | | | | | | 15,446 | | |

| Total | | | | | | 562,916 | | | | | | 35,333 | | |

| Total | | | | | | 570,560 | | | | | | 34,866 | | | | | | | | |

| North America | | | | | | 383,660 | | | | | | 9,863 | | |

| International | | | | | | 124,246 | | | | | | 5,103 | | |

| AWS | | | | | | 14,152 | | | | | | 11,960 | | |

| Total | | | | | | 522,058 | | | | | | 26,926 | | |

As of January [removed: 26, 2022,] [added: 25, 2023,] there were [removed: 7,282] [added: 10,845] shareholders of record of our common stock, although there is a much larger number of beneficial owners.

| [Report [removed: of](#i10ffcc0db5d74ac5a2de7ca2ad731f50_88)] [added: of](#icc32c5c732854b7f9975929c57cd5bd4_91)] Ernst & Young LLP[, Independent Registered Public Accounting Firm [removed: (](#i10ffcc0db5d74ac5a2de7ca2ad731f50_88)[PCAOB ID:](#i10ffcc0db5d74ac5a2de7ca2ad731f50_88) 42[)](#i10ffcc0db5d74ac5a2de7ca2ad731f50_88)] [added: (PCAOB ID:](#icc32c5c732854b7f9975929c57cd5bd4_91) 42[)](#icc32c5c732854b7f9975929c57cd5bd4_91)] | | | [removed: [34](#i10ffcc0db5d74ac5a2de7ca2ad731f50_88)] [added: [34](#icc32c5c732854b7f9975929c57cd5bd4_91)] | | |

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| [Notes to Consolidated Financial [removed: Statements](#i10ffcc0db5d74ac5a2de7ca2ad731f50_106)] [added: Statements](#icc32c5c732854b7f9975929c57cd5bd4_109)] | | | [removed: [41](#i10ffcc0db5d74ac5a2de7ca2ad731f50_106)] [added: [41](#icc32c5c732854b7f9975929c57cd5bd4_109)] | | |

We have audited the accompanying consolidated balance sheets of Amazon.com, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 3, 2022] [added: 2, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Notes 1 and 9 of the consolidated financial statements, the Company is subject to income taxes in the U.S. and numerous foreign jurisdictions and during the ordinary course of business, there are many tax positions for which the ultimate tax determination is uncertain. As a result, significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. [added: As of December 31, 2022, the Company reported accrued liabilities of $4.0 billion for various tax contingencies.] Auditing the recognition and measurement of the Company’s tax contingencies was challenging because the evaluation of whether a tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions can be complex and involves significant auditor judgment. Management’s evaluation of tax positions [removed: may involve the use of valuation methodologies and assumptions, including forecasts of income or loss, and] is based on interpretations of tax laws and legal [removed: rulings.] [added: rulings, and may be impacted by regulatory changes and judicial and examination activity.] | | |

| *How We Addressed the Matter in Our Audit* | | | We tested controls over the Company’s process to assess the technical merits of its tax contingencies, including controls [removed: over] [added: over:] the assessment as to whether a tax position is more likely than not to be sustained; [added: the] measurement of the benefit of its tax positions, [removed: including the selection of valuation methodologies] [added: both initially] and [removed: assumptions; determination of forecasts of income or loss;] [added: on an ongoing basis;] and [added: the] development of the related disclosures. We involved our international tax, transfer pricing, and research and development tax professionals in assessing the technical merits of certain of the Company’s tax positions. Depending on the nature of the specific tax position and, as applicable, developments with the relevant tax authorities relating thereto, our procedures included obtaining and examining the Company’s analysis including the Company’s correspondence with such tax authorities and evaluating the underlying facts upon which the tax positions are based. We used our knowledge of and experience with international, transfer pricing, and other income tax laws [removed: by] [added: of] the relevant [removed: income tax authorities] [added: taxing jurisdictions] to evaluate the Company’s accounting for its tax contingencies. We evaluated developments in the applicable regulatory environments to assess potential effects on the Company’s positions, including recent decisions in relevant court cases. We analyzed the appropriateness of the Company’s [removed: valuation methodologies and assumptions, including the determination of forecasts of income or loss,] [added: assumptions] and the accuracy of the Company’s calculations and data used to determine the amount of tax benefits to recognize. We [removed: have also] evaluated the Company’s income tax disclosures in relation to these matters. | | |

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | | | $ | [removed: 32,173] [added: 36,410] | | | | | $ | [removed: 36,410] [added: 42,377] | | | | | $ | [removed: 42,377] [added: 36,477] | |

| Net income [added: (loss)] | | | [removed: 11,588] [added: 21,331] | | | | | | [removed: 21,331] [added: 33,364] | | | | | | [removed: 33,364] [added: (2,722)] | | |

| Adjustments to reconcile net income [added: (loss)] to net cash from operating activities: | | | | | | | | | | | | | | | | | |

| Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other | | | [removed: 21,789] [added: 25,180] | | | | | | [removed: 25,251] [added: 34,433] | | | | | | [removed: 34,296] [added: 41,921] | | |

| Stock-based compensation | | | [removed: 6,864] [added: 9,208] | | | | | | [removed: 9,208] [added: 12,757] | | | | | | [removed: 12,757] [added: 19,621] | | |

| Other operating expense (income), net | | | [removed: 164] [added: (75)] | | | | | | [removed: (71)] [added: 62] | | | | | | [removed: 137] [added: 1,263] | | |

| Other expense (income), net | | | [removed: (249)] [added: (2,582)] | | | | | | [removed: (2,582)] [added: (14,306)] | | | | | | [removed: (14,306)] [added: 16,966] | | |

| Deferred income taxes | | | [removed: 796] [added: (554)] | | | | | | [removed: (554)] [added: (310)] | | | | | | [removed: (310)] [added: (8,148)] | | |

| Inventories | | | [removed: (3,278)] [added: (2,849)] | | | | | | [removed: (2,849)] [added: (9,487)] | | | | | | [removed: (9,487)] [added: (2,592)] | | |

| Accounts receivable, net and other | | | [removed: (7,681)] [added: (8,169)] | | | | | | [removed: (8,169)] [added: (18,163)] | | | | | | [removed: (18,163)] [added: (21,897)] | | |

| Accounts payable | | | [removed: 8,193] [added: 17,480] | | | | | | [removed: 17,480] [added: 3,602] | | | | | | [removed: 3,602] [added: 2,945] | | |

| Accrued expenses and other | | | [removed: (1,383)] [added: 5,754] | | | | | | [removed: 5,754] [added: 2,123] | | | | | | [removed: 2,123] [added: (1,558)] | | |

| Unearned revenue | | | [removed: 1,711] [added: 1,265] | | | | | | [removed: 1,265] [added: 2,314] | | | | | | [removed: 2,314] [added: 2,216] | | |

| Net cash provided by (used in) operating activities | | | [removed: 38,514] [added: 66,064] | | | | | | [removed: 66,064] [added: 46,327] | | | | | | [removed: 46,327] [added: 46,752] | | |

| Purchases of property and equipment | | | [removed: (16,861)] [added: (40,140)] | | | | | | [removed: (40,140)] [added: (61,053)] | | | | | | [removed: (61,053)] [added: (63,645)] | | |

| Proceeds from property and equipment sales and incentives | | | [removed: 4,172] [added: 5,096] | | | | | | [removed: 5,096] [added: 5,657] | | | | | | [removed: 5,657] [added: 5,324] | | |

| Acquisitions, net of cash acquired, and other | | | [removed: (2,461)] [added: (2,325)] | | | | | | [removed: (2,325)] [added: (1,985)] | | | | | | [removed: (1,985)] [added: (8,316)] | | |

| Sales and maturities of marketable securities | | | [removed: 22,681] [added: 50,237] | | | | | | [removed: 50,237] [added: 59,384] | | | | | | [removed: 59,384] [added: 31,601] | | |

| Purchases of marketable securities | | | [removed: (31,812)] [added: (72,479)] | | | | | | [removed: (72,479)] [added: (60,157)] | | | | | | [removed: (60,157)] [added: (2,565)] | | |

| Net cash provided by (used in) investing activities | | | [removed: (24,281)] [added: (59,611)] | | | | | | [removed: (59,611)] [added: (58,154)] | | | | | | [removed: (58,154)] [added: (37,601)] | | |

| Proceeds from short-term debt, and other | | | [removed: 1,402] [added: 6,796] | | | | | | [removed: 6,796] [added: 7,956] | | | | | | [removed: 7,956] [added: 41,553] | | |

| Repayments of short-term debt, and other | | | [removed: (1,518)] [added: (6,177)] | | | | | | [removed: (6,177)] [added: (7,753)] | | | | | | [removed: (7,753)] [added: (37,554)] | | |

| Proceeds from long-term debt | | | [removed: 871] [added: 10,525] | | | | | | [removed: 10,525] [added: 19,003] | | | | | | [removed: 19,003] [added: 21,166] | | |

| Repayments of long-term debt | | | [removed: (1,166)] [added: (1,553)] | | | | | | [removed: (1,553)] [added: (1,590)] | | | | | | [removed: (1,590)] [added: (1,258)] | | |

| Principal repayments of finance leases | | | [removed: (9,628)] [added: (10,642)] | | | | | | [removed: (10,642)] [added: (11,163)] | | | | | | [removed: (11,163)] [added: (7,941)] | | |

| Principal repayments of financing obligations | | | [removed: (27)] [added: (53)] | | | | | | [removed: (53)] [added: (162)] | | | | | | [removed: (162)] [added: (248)] | | |

| Net cash provided by (used in) financing activities | | | [removed: (10,066)] [added: (1,104)] | | | | | | [removed: (1,104)] [added: 6,291] | | | | | | [removed: 6,291] [added: 9,718] | | |

| | | | Uncertain Tax Positions | | |

February 2, 2023

| Common stock repurchased | | | — | | | | | | — | | | | | | (6,000) | | |

| Basic | | | 10,005 | | | | | | 10,117 | | | | | | 10,189 | | |

| Diluted | | | 10,198 | | | | | | 10,296 | | | | | | 10,189 | | |

| Net income (loss) | | | $ | 21,331 | | | | | $ | 33,364 | | | | | $ | (2,722) | |

| | | | 2021 | | | | | | 2022 | | |

| Common stock ($0.01 par value; 100,000 shares authorized; 10,644 and 10,757 shares issued; 10,175 and 10,242 shares outstanding) | | | 106 | | | | | | 108 | | |

| Balance as of January 1, 2020 | | | 9,950 | | | | | | $ | 104 | | | | | $ | (1,837) | | | | | $ | 33,559 | | | | | $ | (986) | | | | | $ | 31,220 | | | | | $ | 62,060 | |

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,722) | | | | | | (2,722) | | |

| Common stock repurchased | | | (46) | | | | | | — | | | | | | (6,000) | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,000) | | |

| Balance as of December 31, 2022 | | | 10,242 | | | | | | $ | 108 | | | | | $ | (7,837) | | | | | $ | 75,066 | | | | | $ | (4,487) | | | | | $ | 83,193 | | | | | $ | 146,043 | |

Common Stock Split

On May 27, 2022, we effected a 20-for-1 stock split of our common stock and proportionately increased the number of authorized shares of common stock.

All share, restricted stock unit (“RSU”), and per share or per RSU information throughout this Annual Report on Form 10-K has been retroactively adjusted to reflect the stock split.

Accordingly, an amount equal to the par value of the increased shares resulting from the stock split was reclassified from “Additional paid-in capital” to “Common stock.”

Prior Period Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

“Other operating expense (income), net” was reclassified into “Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other” on our consolidated statements of cash flows.

We review the useful lives of equipment on an ongoing basis, and effective January 1, 2022 we changed our estimate of the useful lives for our servers from four years to five years and for our networking equipment from five years to six years.

The longer useful lives are due to continuous improvements in our hardware, software, and data center designs.

The effect of this change in estimate for the year ended December 31, 2022, based on servers and networking equipment that were included in “Property and equipment, net” as of December 31, 2021 and those acquired during the year ended December 31, 2022, was a reduction in depreciation and amortization expense of $3.6 billion and a benefit to net loss of $2.8 billion, or $0.28 per basic share and $0.28 per diluted share.

For the year ended December 31, 2022, we recorded approximately $1.1 billion, of which $720 million was recorded in the fourth quarter, of impairments of property and equipment and operating leases primarily related to physical stores.

These charges were recorded in “Other operating expense (income), net” on our consolidated statements of operations and primarily impacted our North America segment.

For the year ended December 31, 2022, we also recorded expenses of approximately

$480 million primarily in “Fulfillment” on our consolidated statements of operations relating to terminating contracts for certain leases not yet commenced as well as other purchase commitments, which primarily impacted our North America segment.

For the year ended December 31, 2022, we recorded approximately $720 million, of which $640 million was recorded in the fourth quarter, of estimated severance costs primarily related to planned role eliminations.

These charges were recorded primarily in “Technology and content,” “Fulfillment,” and “General and administrative” on our consolidated statements of operations and primarily impacted our North America segment.

| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |

| Property and equipment derecognized after the construction period of build-to-suit lease arrangements, with the associated leases recognized as operating | | | $ | — | | | | | $ | 230 | | | | | $ | 5,158 | |

| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |

*Other* - Other revenue includes sales related to various other offerings, such as certain licensing and distribution of video content and shipping services, and our co-branded credit card agreements.

Revenue is recognized when content is licensed or distributed and as or when services are performed.

Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers, including expenditures related to initiatives to build and deploy innovative and efficient software and electronic devices and the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services.

Sales and Marketing

| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |

We elected the fair value option to account for our equity investment in Rivian, which is included in “Marketable securities” on our consolidated balance sheets.

| Total assets | | | 22,294 | | | | | | 19,023 | | |

| Total liabilities | | | 2,780 | | | | | | 3,686 | | |

flows.

| | | | Income Taxes | | |

February 3, 2022

| Basic | | | 494 | | | | | | 500 | | | | | | 506 | | |

| Diluted | | | 504 | | | | | | 510 | | | | | | 515 | | |

| Net change in foreign currency translation adjustments: | | | | | | | | | | | | | | | | | |

| Net foreign currency translation adjustments | | | (30) | | | | | | 561 | | | | | | (819) | | |

| Reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $0, $8, and $13 | | | (4) | | | | | | (28) | | | | | | (34) | | |

| Authorized shares — 500 | | | | | | | | | | | |

| Issued and outstanding shares — none | | | — | | | | | | — | | |

| Authorized shares — 5,000 | | | | | | | | | | | |

| Issued shares — 527 and 532 | | | | | | | | | | | |

| Outstanding shares — 503 and 509 | | | 5 | | | | | | 5 | | |

| Balance as of January 1, 2019 | | | 491 | | | | | | $ | 5 | | | | | $ | (1,837) | | | | | $ | 26,791 | | | | | $ | (1,035) | | | | | $ | 19,625 | | | | | $ | 43,549 | |

| Cumulative effect of change in accounting principle related to leases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | | | | | 7 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,588 | | | | | | 11,588 | | |

| Balance as of December 31, 2019 | | | 498 | | | | | | 5 | | | | | | (1,837) | | | | | | 33,658 | | | | | | (986) | | | | | | 31,220 | | | | | | 62,060 | | |

For example, in Q4 2021 we completed a useful life study for our servers and networking equipment and are increasing the useful lives from four years to five years for servers and from five years to six years for networking equipment in January 2022, which, based on servers and networking equipment that are included in “Property and equipment, net” as of December 31, 2021, will have an anticipated impact to our 2022 operating income of $3.1 billion.

We had previously increased the useful life of our servers from three years to four years in January 2020.

*Other* - Other revenue includes sales related to various other service offerings, which are recognized as or when those services are performed.

Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers.

Marketing

| Total other income (expense), net | | | 203 | | | | | | 2,371 | | | | | | 14,633 | | |

We elected the fair value option to account for our equity investment in Rivian, and the 2021 valuation gain is primarily comprised of the gain recognized upon the initial public offering, and also includes subsequent changes in fair value through December 31, 2021.

As of December 31, 2021, our equity investment in Rivian had a fair value of $15.6 billion, which reflects a discount for lack of marketability until Q1 2022 of approximately $800 million due to regulatory sales restrictions, and is included in “Marketable securities” on our consolidated balance sheets.

| Total assets | | | 4,602 | | | | | | 8,488 | | |

| Total liabilities | | | 742 | | | | | | 4,201 | | |

| Contingently redeemable convertible preferred stock | | | 5,244 | | | | | | 7,894 | | |

| Cash | | | $ | 10,063 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,063 | |

| Corporate debt securities | | | 29,684 | | | | | | 305 | | | | | | (1) | | | | | | 29,988 | | |

| Asset-backed securities | | | 3,206 | | | | | | 32 | | | | | | (3) | | | | | | 3,235 | | |

| Equity securities (1) | | | | | | | | | | | | | | | | | | | | | 40 | | |

| | | | $ | 83,624 | | | | | $ | 377 | | | | | $ | (5) | | | | | $ | 84,653 | |

(3)Our equity investment in Rivian of $15.6 billion reflects a discount for lack of marketability until Q1 2022 due to regulatory sales restrictions.

In addition, we are subject to contractual sales restrictions until Q2 2022.

| Total | | | $ | 68,070 | | | | | $ | 67,981 | |

| | | | December 31, 2020 | | | | | | | | | | | | | | |

| Gross lease liabilities | | | $ | 44,833 | | | | | $ | 30,437 | | | | | $ | 75,270 | |

| Less: imputed interest | | | (5,734) | | | | | | (2,003) | | | | | | (7,737) | | |

The primary reason for all acquisitions was to acquire technologies and know-how to enable Amazon to serve customers more effectively.

| Goodwill - January 1, 2020 | | | $ | 12,264 | | | | | $ | 1,300 | | | | | $ | 1,190 | | | | | $ | 14,754 | |

We carried out an evaluation required by the Securities Exchange Act of 1934 (the “1934 Act”), under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Act, as of December 31, [removed: 2021.][added: 2022.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2021,] [added: 2022,] our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the 1934 Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Amazon.com, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Amazon.com, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] and the related notes and our report dated February [removed: 3, 2022] [added: 2, 2023] expressed an unqualified opinion thereon.

February 2, 2023

February 3, 2022

Information regarding our Executive Officers required by Item 10 of Part III is set forth in Item 1 of Part I “Business — Information About Our Executive Officers.” Information required by Item 10 of Part III regarding our Directors and any material changes to the process by which security holders may recommend nominees to the Board of Directors is included in our Proxy Statement relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders, and is incorporated herein by reference.

Information relating to our Code of Business Conduct and Ethics and, to the extent applicable, compliance with Section 16(a) of the 1934 Act is set forth in our Proxy Statement relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 11 of Part III is included in our Proxy Statement relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 12 of Part III is included in our Proxy Statement relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 13 of Part III is included in our Proxy Statement relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

Information required by Item 14 of Part III is included in our Proxy Statement relating to our [removed: 2022] [added: 2023] Annual Meeting of Shareholders and is incorporated herein by reference.

Consolidated Statements of Cash Flows for each of the three years ended December 31, [removed: 2021][added: 2022]

Consolidated Statements of Operations for each of the three years ended December 31, [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income [added: (Loss)] for each of the three years ended December 31, [removed: 2021][added: 2022]

Consolidated Balance Sheets as of December 31, [removed: 2020 and] 2021 [added: and 2022]

Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, [removed: 2021][added: 2022]

| 3.1 | | | | | | [removed: [Restated] [added: [Amended and Restated] Certificate of Incorporation [removed: of the Company (incorporated] [added: of](https://www.sec.gov/Archives/edgar/data/1018724/000110465922065872/tm2215904d1_ex3-1.htm) [Amazon.com, Inc.](https://www.sec.gov/Archives/edgar/data/1018724/000110465922065872/tm2215904d1_ex3-1.htm) [(incorporated] by reference to the Company’s Current Report on Form [removed: 8](https://www.sec.gov/Archives/edgar/data/1018724/000101872420000015/amzn-20200529xex31.htm)[\-](https://www.sec.gov/Archives/edgar/data/1018724/000101872420000015/amzn-20200529xex31.htm)[K,] [added: 8-K,] filed May [removed: 29, 2020).](https://www.sec.gov/Archives/edgar/data/1018724/000101872420000015/amzn-20200529xex31.htm)] [added: 27, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000110465922065872/tm2215904d1_ex3-1.htm)] | | |

| 3.2 | | | | | | [Amended and Restated Bylaws of [removed: the Company] [added: Amazon.com, Inc.] (incorporated by reference to the Company’s Current Report on Form 8-K, filed [removed: May 29, 2020).](https://www.sec.gov/Archives/edgar/data/1018724/000101872420000015/amzn-20200529xex32.htm)] [added: January 6, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000119312523003621/d441973dex32.htm)] | | |

| 4.1 | | | | | | [Indenture, dated as of November 29, 2012, between Amazon.com, Inc. and Wells Fargo Bank, National Association, as [removed: trustee,](https://www.sec.gov/Archives/edgar/data/1018724/000119312512485763/d445039dex401.htm) and [Form of 0.650% Note due 2015, Form of 1.200% Note due 2017, and Form of 2.500% Note due 2022] [added: trustee] (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 29, [removed: 2012).](https://www.sec.gov/Archives/edgar/data/1018724/000119312512485763/d445039dex402.htm)] [added: 2012).](https://www.sec.gov/Archives/edgar/data/1018724/000119312512485763/d445039dex401.htm)] | | |

| [removed: 4.2] [added: 4.3] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of December 5, 2014, containing Form of 2.600% Note due 2019, Form of 3.300% Note due 2021, Form of 3.800% Note due 2024, Form of 4.800% Note due 2034, and Form of 4.950% Note due 2044 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 5, 2014).](http://www.sec.gov/Archives/edgar/data/1018724/000119312514434903/d831692dex41.htm) | | |

| [removed: 4.3] [added: 4.4] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of August 22, 2017, containing Form of 1.900% Note due 2020, Form of 2.400% Note due 2023, Form of 2.800% Note due 2024, Form of 3.150% Note due 2027, Form of 3.875% Note due 2037, Form of 4.050% Note due 2047, and Form of 4.250% Note due 2057 (incorporated by reference to the Company’s Current Report on Form 8-K, filed August 22, 2017).](http://www.sec.gov/Archives/edgar/data/1018724/000119312517264654/d274242dex42.htm) | | |

| [removed: 4.4] [added: 4.5] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of December 20, 2017, containing Form of 5.200% Note due 2025 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 20, 2017).](http://www.sec.gov/Archives/edgar/data/1018724/000119312517374998/d466336dex46.htm) | | |

| [removed: 4.5] [added: 4.6] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of June 3, 2020, containing Form of 0.400% Note due 2023, Form of 0.800% Note due 2025, Form of 1.200% Note due 2027, Form of 1.500% Note due 2030, Form of 2.500% Note due 2050, and Form of 2.700% Note due 2060 (incorporated by reference to the Company’s Current Report on Form 8-K, filed June 3, 2020).](https://www.sec.gov/Archives/edgar/data/1018724/000119312520159531/d933420dex41.htm) | | |

| [removed: 4.6] [added: 4.7] | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of May 12, 2021, containing Form of 0.250% Note due 2023, Form of 0.450% Note due 2024, Form of 1.000% Note due 2026, Form of 1.650% Note due 2028, Form of 2.100% Note due 2031, Form of 2.875% Note due 2041, Form of 3.100% Note due 2051, and Form of 3.250% Note due 2061 (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 12, 2021).](https://www.sec.gov/Archives/edgar/data/1018724/000119312521159084/d508532dex41.htm) | | |

| [removed: 4.7] [added: 4.9] | | | | | | [Description of Securities (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2019).](https://www.sec.gov/Archives/edgar/data/1018724/000101872420000004/amzn-20191231xex46.htm) | | |

| 10.1† | | | | | | [1997 Stock Incentive Plan (amended and restated) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended [removed: March 31, 2013).](http://www.sec.gov/Archives/edgar/data/1018724/000119312513174667/d492540dex101.htm)] [added: June 30, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000019/amzn-20220630xex101.htm)] | | |

| 10.2† | | | | | | [1999 Nonofficer Employee Stock Option Plan (amended and restated) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended [removed: March 31, 2013).](http://www.sec.gov/Archives/edgar/data/1018724/000119312513174667/d492540dex102.htm)] [added: June 30, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000019/amzn-20220630xex102.htm)] | | |

| 10.3† | | | | | | [Form of Indemnification Agreement between [removed: the Company] [added: Amazon.com, Inc.] and each of its Directors (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795) filed March 24, 1997, as amended on April 21, 1997).](http://www.sec.gov/Archives/edgar/data/1018724/0000891020-97-000603.txt) | | |

| 10.7† | | | | | | [Form of Global Restricted Stock Unit Award Agreement for Executive [removed: Officers](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex107.htm).] [added: Officers (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2021).](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex107.htm)] | | |

| 10.8 | | | | | | [Amended and Restated Credit Agreement, dated as of [removed: June 23, 2020,](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex108.htm) [as amended by the First Amendment thereto, dated as of November 24, 2021,](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex108.htm) [among] [added: March 29, 2022, among] Amazon.com, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party [removed: thereto](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex108.htm)[.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex108.htm)] [added: thereto (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000013/amzn-20220331xex101.htm)] | | |

| 21.1 | | | | | | [List of Significant [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex211.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex211.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex231.htm)] | | |

| 31.1 | | | | | | [Certification [removed: of](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex311.htm) [Andrew] [added: of Andrew] R. [removed: Jassy](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex311.htm)[,](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex311.htm) [President](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex311.htm) [and] [added: Jassy, President and] Chief Executive Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex311.htm)] | | |

| 31.2 | | | | | | [Certification of Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex312.htm)] | | |

| 32.1 | | | | | | [Certification [removed: of](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex321.htm) [Andrew] [added: of Andrew] R. [removed: Jassy](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex321.htm)[,](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex321.htm) [President](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex321.htm) [and] [added: Jassy, President and] Chief Executive Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex321.htm)] | | |

| 32.2 | | | | | | [Certification of Brian T. Olsavsky, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000005/amzn-20211231xex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex322.htm)] | | |

| 101 | | | | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] formatted in [added: Inline] XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive [removed: Income,] [added: Income (Loss),] (iv) Consolidated Balance Sheets, (v) Consolidated Statements of Stockholders’ Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | |

| 104 | | | | | | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] formatted in [removed: iXBRL] [added: Inline XBRL] (included as Exhibit 101). | | |

| 4.2 | | | | | | [Supplemental Indenture, dated as of April 13, 2022, among Amazon.com, Inc., Wells Fargo Bank, National Association, as prior trustee, and Computershare Trust Company, National Association, as successor trustee, containing Form of 2.730% Note due 2024, Form of 3.000% Note due 2025, Form of 3.300% Note due 2027, Form of 3.450% Note due 2029, Form of 3.600% Note due 2032, Form of 3.950% Note due 2052, and Form of 4.100% Note due 2062 (incorporated by reference to the Company’s Current Report on Form 8-K, filed April 13, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000119312522104336/d325485dex41.htm) | | |

| 4.8 | | | | | | [Officers’ Certificate of Amazon.com, Inc., dated as of December 1, 2022, containing Form of 4.700% Note due 2024, Form of 4.600% Note due 2025, Form of 4.550% Note due 2027, Form of 4.650% Note due 2029, and Form of 4.700% Note due 2032 (incorporated by reference to the Company’s Current Report on Form 8-K, filed December 1, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000119312522296602/d376136dex41.htm) | | |

| 10.9 | | | | | | [364-Day Revolving Credit Agreement, dated as of November 18, 2022, among Amazon.com, Inc., JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 18, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000119312522289041/d413765dex101.htm) | | |

| 10.10 | | | | | | [Term Loan Agreement, dated as of January 3, 2023, among Amazon.com, Inc., Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed January 3, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000119312523000849/d429499dex101.htm) | | |

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February [removed: 3, 2022.][added: 2, 2023.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February [removed: 3, 2022.][added: 2, 2023.]

| Andrew R. Jassy | | | | | | President and Chief Executive Officer (Principal Executive Officer) [added: and Director] | | |