Amazon (AMZN) 10-K risk factor changes: FY2023 vs FY2022

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

In addition, new and enhanced technologies, including search, web and infrastructure computing services, [added: practical applications of artificial intelligence and machine learning,] digital content, and electronic devices continue to increase our competition.

In addition, [removed: profitability,] [added: profitability or other intended benefits,] 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 them, which investments are often significant.

Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the [removed: value of those investments being written down or written off.]

[added: 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.

- government regulation (such as regulation of our product and service offerings and of competition); restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and [removed: tariffs);] [added: tariffs, and restrictions around the import and export of certain products, technologies, and components);] nationalization; and restrictions on foreign ownership;

For www.amazon.in, we provide certain marketing tools and logistics services to third-party sellers to enable them to sell online and deliver to customers, and we hold [added: an] indirect minority [removed: interests] [added: interest] in [removed: entities] [added: an entity] that [removed: are] [added: is a] third-party [removed: sellers] [added: seller] on the www.amazon.in marketplace.

Although we believe these structures and activities comply with existing laws, they involve unique risks, and the PRC and India may from time to time consider and implement additional changes in [removed: their regulatory, licensing, or other requirements that could impact these structures and activities.]

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

[removed: We may be] unable to prevent third parties from acquiring domain names that are similar to, infringe upon, or diminish the value of our trademarks and other proprietary rights.

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

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 [removed: by] [added: by, among other things,] general economic, business, and geopolitical conditions worldwide.

- factors affecting our reputation or brand image (including any actual or perceived inability to achieve our goals or commitments, whether related to sustainability, customers, employees, or other [removed: topics);][added: topics), and public perceptions regarding social or ethical issues related to our development and use of artificial intelligence and machine learning technologies, products, and services;]

- the extent to which we invest in technology and [removed: content,] [added: infrastructure,] fulfillment, and other expense categories;

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

- the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; [removed: and]

- 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 [removed: attacks and] [added: attacks,] armed [removed: hostilities),] [added: hostilities, and political conflicts, including those involving China),] labor or trade disputes (including restrictive governmental actions impacting [removed: us] [added: us, our customers,] and our third-party sellers [added: and suppliers] in China or other foreign countries), and similar [removed: events.][added: events; and]

Failures to adequately predict customer demand [added: and consumer spending patterns] or otherwise optimize and operate our fulfillment network and data centers successfully from time to time result in excess or insufficient fulfillment or data center capacity, service interruptions, increased costs, and impairment charges, any of which could materially harm our business.

For example, productivity across our fulfillment network [removed: currently] is [removed: being] affected by regional labor market [removed: and global supply chain] 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.

Our failure to [added: adequately predict seller demand for storage or to] properly handle such inventory or the inability of the other businesses on whose behalf we perform inventory fulfillment services to accurately forecast product demand may result in us being unable to secure sufficient storage space or to optimize our fulfillment network or cause other unexpected costs and other harm to our business and reputation.

Because we collect, process, store, and transmit large amounts of data, including confidential, [added: classified,] sensitive, proprietary, and business and personal information, failure to prevent or mitigate data loss, theft, misuse, [added: unauthorized access,] or other security breaches or vulnerabilities affecting our or our vendors’ or customers’ technology, products, and systems, could: expose us or our customers to a risk of loss, disclosure, or misuse of such information; adversely affect our operating results; result in litigation, liability, or regulatory action (including under laws related to privacy, data use, data protection, data security, network security, and consumer protection); deter customers or sellers from using our stores, products, and services; and otherwise harm our business and reputation.

[removed: For example, we experience] significant competition in the technology industry, particularly for software engineers, computer scientists, and other technical staff.

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

Decisions by our current suppliers to limit or stop selling or licensing merchandise, content, components, or services to us on acceptable terms, or delay delivery, including as a result of one or more supplier bankruptcies due to poor economic conditions, as a result of natural or human-caused disasters (including public health [removed: crises),] [added: crises)] or [added: geopolitical events, or] for other reasons, may result in our being unable to procure alternatives from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

In addition, when we begin selling or manufacturing a new [removed: product,] [added: product or offering a new service,] it may be difficult to establish vendor relationships, determine appropriate product or component selection, and accurately forecast demand.

We accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift cards, direct debit from a customer’s bank account, consumer invoicing, physical bank check, and payment [removed: upon delivery.]

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, data localization, network security, consumer [added: protection, and electronic fund transfers.]

These regulations and laws cover taxation, privacy, data use, data protection, data security, data localization, network security, consumer protection, pricing, content, copyrights, distribution, transportation, mobile communications, electronic device certification, electronic waste, energy consumption, environmental [added: and climate-related] 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 requirements, unencumbered [removed: Internet] [added: 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.

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

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 [removed: employment,] [added: employment (including the characterization of delivery drivers),] competition and antitrust, privacy, data use, data protection, data security, data localization, network security, consumer protection, commercial disputes, goods and services offered by us and by third [removed: parties,] [added: parties (including artificial intelligence technologies] and [added: services), and] other matters.

For example, we are litigating a number of matters alleging price fixing, monopolization, and consumer protection claims, including those brought by state attorneys [removed: general.][added: general and the Federal Trade Commission.]

Although we impose contractual terms on sellers that are intended to prohibit sales of certain type of products, we may not be able to detect, enforce, or collect sufficient damages for [removed: breaches of such agreements.]

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 [removed: 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 [added: valuation.]

For example, [removed: in February 2023,] the Indian [removed: Tax Authority determined] [added: tax authority has asserted] that tax applies to cloud services fees paid to [added: Amazon in] the U.S. We are contesting this [removed: determination;] [added: position;] 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.

value of those investments being written down or written off.

their regulatory, licensing, or other requirements that could impact these structures and activities.

In addition, because China-based sellers account for significant portions of our third-party seller services and advertising revenues, and China-based suppliers provide significant portions of our components and finished goods, regulatory and trade restrictions, data protection and cybersecurity laws, economic factors, geopolitical events, security issues, or other factors negatively impacting China-based sellers and suppliers could adversely affect our operating results.

We may be

In addition, our and our customers’ use of artificial intelligence may result in increased claims of infringement or other claims, including those based on unauthorized use of third-party technology or content.

- the extent to which we fail to maintain our unique culture of innovation, customer obsession, and long-term thinking, which has been critical to our growth and success;

- potential negative impacts of climate change, including: increased operating costs due to more frequent extreme weather events or climate-related changes, such as rising temperatures and water scarcity; increased investment requirements associated with the transition to a low-carbon economy; decreased demand for our products and services as a result of changes in customer behavior; increased compliance costs due to more extensive and global regulations and third-party requirements; and reputational damage resulting from perceptions of our environmental impact.

In addition, failure to optimize inventory management or staffing in our fulfillment network increases our net shipping cost by increasing the distance products are shipped and reducing the number of units per shipment or delivery.

For example, we experience

For example, we rely on a limited group of suppliers for semiconductor products, including products related to artificial intelligence infrastructure such as graphics processing units.

Constraints on the availability of these products could adversely affect our ability to develop and operate artificial intelligence technologies, products, or services.

upon delivery.

It is not clear how

For example, we face a number of open investigations based on claims that aspects of our operations infringe competition rules, including aspects of Amazon’s operation of its stores including its fulfillment network, Amazon’s acquisitions, and certain aspects of AWS’s offering of cloud services.

We strongly dispute these claims and intend to defend ourselves vigorously in these investigations.

Similarly, we face investigations under a growing patchwork of laws and regulations governing the collection, use, and disclosure of data, the interpretation of which continues to evolve, leading to uncertainty about how regulators will view our privacy practices.

In addition, regulators and lawmakers are increasingly focused on controlling additional aspects of the operations of technology companies and companies they have characterized to be online “gatekeepers” through the application of existing regulations and laws and the adoption of new regulations and laws, which increases our compliance costs and limits the operation of our business.

breaches of such agreements.

In addition, the European Union and other countries (including those in which we operate) have enacted or have committed to enact global minimum taxes, which may increase our tax expense in future years.

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

ultimately take a view contrary to ours.

parties from infringing or misappropriating our proprietary rights.

In addition, failure to optimize inventory or staffing in our fulfillment network increases our net shipping cost by requiring long-zone or partial shipments.

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

protection, and electronic fund transfers.

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 U.S. and European marketplace for sellers, particularly with respect to use of data, fulfillment services, and featured 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.

valuation.

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 demand and spending, inflation, interest rates, regional labor market [removed: and global supply chain] constraints, world events, the rate of growth of the [removed: Internet,] [added: internet,] online commerce, [removed: and] cloud services, [added: and new and emerging technologies,] 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.

*We expect spending in technology and [removed: content] [added: infrastructure] will increase over time as we add computer scientists, designers, software and hardware engineers, and merchandising employees.

Our technology and [removed: content] [added: infrastructure] investment and capital spending projects often support a variety of product and service offerings due to geographic expansion and the cross-functionality of our systems and operations.

We seek to invest efficiently in several areas of technology and [removed: content,] [added: infrastructure,] including AWS, and expansion of new and existing product categories and service offerings, as well as in [removed: technology] infrastructure to enhance the customer experience and improve our process efficiencies.* We believe that advances in technology, specifically the speed and reduced cost of processing power, data storage and analytics, improved wireless connectivity, and the practical applications of artificial intelligence and machine learning, will continue to improve users’ experience on the [removed: Internet] [added: internet] and increase its ubiquity in people’s lives.

To best take advantage of these continued advances in technology, we are investing in AWS, which offers a broad set of on-demand technology services, including compute, storage, database, analytics, and machine learning, and other [removed: services,] [added: services] to developers and enterprises of all sizes.

Total shares outstanding plus outstanding stock awards were [removed: 10.5] [added: 10.6] billion and [removed: 10.6] [added: 10.8] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

In addition, the remeasurement of our intercompany balances can result in significant gains and losses associated with the effect of movements in foreign [removed: currency] exchange rates.

Our Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, [removed: 2020] [added: 2021] in Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As a measure of sensitivity, for every 1% of additional inventory valuation allowance as of December 31, [removed: 2022,] [added: 2023,] we would have recorded an additional cost of sales of approximately [removed: $390] [added: $355] million.

Our effective tax rates could be affected by numerous 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, including earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize related tax benefits, the applicability of special tax regimes, changes in foreign [removed: 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, changes in our deferred tax assets and liabilities and their valuation, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions.

| Operating activities | | | $ | [removed: 46,327] [added: 46,752] | | | | | $ | [removed: 46,752] [added: 84,946] | |

| Investing activities | | | [removed: (58,154)] [added: (37,601)] | | | | | | [removed: (37,601)] [added: (49,833)] | | |

| Financing activities | | | [removed: 6,291] [added: 9,718] | | | | | | [removed: 9,718] [added: (15,879)] | | |

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: $96.0] [added: $70.0] billion and [removed: $70.0] [added: $86.8] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

Amounts held in foreign currencies were [removed: $22.7] [added: $18.3] billion and [removed: $18.3] [added: $23.5] billion as of December 31, [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

Our foreign currency balances include British Pounds, Canadian Dollars, Euros, [added: Indian Rupees,] and Japanese Yen.

Cash provided by (used in) operating activities was [removed: $46.3] [added: $46.8] billion and [removed: $46.8] [added: $84.9] billion in [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

The increase in operating cash flow in [removed: 2022,] [added: 2023,] compared to the prior year, was [removed: primarily] due to [removed: the] [added: an] increase in net [removed: income,] [added: income (loss),] excluding non-cash expenses, [removed: partially offset by] [added: and] changes in working capital.

Cash provided by (used in) investing activities corresponds with cash capital expenditures, including leasehold improvements, incentives received from property and equipment vendors, proceeds from asset sales, cash outlays for [removed: acquisitions, investments in other companies and intellectual property rights, and purchases, sales, and maturities of marketable securities.]

Cash provided by (used in) investing activities was [removed: $(58.2)] [added: $(37.6)] billion and [removed: $(37.6)] [added: $(49.8)] billion in [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] with the variability caused primarily by purchases, sales, and maturities of marketable [removed: securities.][added: securities and cash capital expenditures.]

Cash capital expenditures were [removed: $55.4] [added: $58.3] billion, and [removed: $58.3] [added: $48.1] billion in [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] which primarily reflect investments in technology infrastructure (the majority of which is to support AWS business growth) and in additional capacity to support our fulfillment [removed: network.][added: network, which investments we expect to increase in 2024.]

We expect [removed: to continue these investments over time, with increased] spending [removed: on] [added: in] technology [added: and infrastructure to increase over time as we continue to add employees and] infrastructure.

We made cash payments, net of acquired cash, related to acquisition and other investment activity of [removed: $2.0] [added: $8.3] billion and [removed: $8.3] [added: $5.8] billion in [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

We funded the [removed: acquisition] [added: acquisitions] of MGM Holdings Inc. [added: in 2022 and 1Life Healthcare, Inc. (One Medical) in 2023] with cash on hand.

Cash provided by (used in) financing activities was [removed: $6.3] [added: $9.7] billion and [removed: $9.7] [added: $(15.9)] billion in [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

Cash inflows from financing activities resulted from proceeds from short-term debt, and other and long-term-debt of [removed: $27.0] [added: $62.7] billion and [removed: $62.7] [added: $18.1] billion in [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

Cash outflows from financing activities resulted from repurchases of common [removed: stock,] [added: stock in 2022,] payments of short-term debt, and other, long-term debt, finance leases, and financing obligations of [removed: $20.7] [added: $53.0] billion and [removed: $53.0] [added: $34.0] billion in [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

Property and equipment acquired under finance leases was [removed: $7.1 billion and] $675 million [added: and $642 million] in [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

We had no borrowings outstanding under the two unsecured revolving credit [removed: facilities, $6.8 billion of borrowings outstanding under] [added: facilities or] the commercial paper programs, [removed: and $1.0 billion] [added: we had $682 million] of borrowings outstanding under the secured revolving credit [removed: facility] [added: facility, and the entire amount of the term loan has been repaid] as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] cash, cash equivalents, and marketable securities held by foreign subsidiaries were $4.7 billion.

U.S. tax rules provide for enhanced accelerated depreciation deductions by allowing [removed: the election of full expensing] [added: us to expense a portion] of qualified property, primarily [removed: equipment, through 2022.][added: equipment.]

Our federal tax provision included a partial [added: accelerated depreciation deduction] election for [removed: 2020 and] 2021, and a full election for [removed: 2022.][added: 2022 and 2023.]

[removed: Effective] [added: Additionally, effective] January 1, 2022, research and development expenses are required to be capitalized and amortized for U.S. tax purposes, which delays the deductibility of these expenses.

Cash [removed: taxes] paid [added: for U.S. (federal and state) and foreign income taxes] (net of refunds) [removed: were $3.7] [added: totaled $6.0] billion and [removed: $6.0] [added: $11.2] billion for [removed: 2021] [added: 2022] and [removed: 2022.][added: 2023.]

As of December 31, [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] restricted cash, cash equivalents, and marketable securities were [removed: $260] [added: $365] million and [removed: $365] [added: $503] million.

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

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

In addition, [removed: rising] [added: changes in] fuel, utility, and food costs, [removed: rising] interest rates, and [removed: recessionary fears] [added: economic outlook] may impact customer demand and our ability to forecast consumer spending patterns.

We expect some or all of these factors to continue to impact our operations into Q1 [removed: 2023.][added: 2024.]

Service sales primarily represent third-party seller fees, which includes commissions and any related fulfillment and shipping fees, AWS sales, advertising services, Amazon Prime membership fees, and certain digital [added: media] content subscriptions.

| | | | 2022 | | | | | | 2023 | | |

acquisitions, investments in other companies and intellectual property rights, and purchases, sales, and maturities of marketable securities.

In 2023, we invested $1.25 billion in a note from Anthropic, PBC, which is convertible into equity.

We have an agreement that expires in Q1 2024 to invest up to an additional $2.75 billion in a second convertible note.

These enhanced deductions are scheduled to phase out annually from 2023 through 2026.

| | | | 2022 | | | | | | 2023 | | |

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

| AWS | | | 16 | | | | | | 16 | | |

International sales increased 11% in 2023, compared to the prior year.

| | | | 2022 | | | | | | 2023 | | |

| | | | 2022 | | | | | | 2023 | | |

Shipping costs were $83.5 billion and $89.5 billion in 2022 and 2023.

Our technology and infrastructure investment and capital spending projects often support a variety of product and service offerings due to geographic expansion and the cross-functionality of our systems and operations.

| | | | 2022 | | | | | | 2023 | | |

| | | | 2022 | | | | | | 2023 | | |

| Net cash provided by (used in) operating activities | | | $ | 46,752 | | | | | $ | 84,946 | |

| Purchases of property and equipment, net of proceeds from sales and incentives | | | (58,321) | | | | | | (48,133) | | |

| Net cash provided by (used in) investing activities | | | $ | (37,601) | | | | | $ | (49,833) | |

| Net cash provided by (used in) financing activities | | | $ | 9,718 | | | | | $ | (15,879) | |

| | | | 2022 | | | | | | 2023 | | |

| Net cash provided by (used in) operating activities | | | $ | 46,752 | | | | | $ | 84,946 | |

| Purchases of property and equipment, net of proceeds from sales and incentives | | | (58,321) | | | | | | (48,133) | | |

| Free cash flow | | | (11,569) | | | | | | 36,813 | | |

| Principal repayments of financing obligations | | | (248) | | | | | | (271) | | |

| Net cash provided by (used in) investing activities | | | $ | (37,601) | | | | | $ | (49,833) | |

| Net cash provided by (used in) financing activities | | | $ | 9,718 | | | | | $ | (15,879) | |

This guidance includes approximately $0.9 billion lower depreciation expense due to an increase in the estimated useful life of our servers beginning on January 1, 2024.

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

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

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.

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

Shipping costs, which include sortation and delivery centers and transportation costs, were $76.7 billion and $83.5 billion in 2021 and 2022.

We expect spending in technology and content to increase over time as we continue to add employees and technology infrastructure.

See Item 8 of Part II, “Financial Statements and Supplementary Data — Note 1 — Description of Business, Accounting Policies, and Supplemental Disclosures — Use of Estimates” for additional information on the change in estimated useful lives of our servers and networking equipment.

We generally invest our excess cash in AAA-rated money market funds and investment grade short- to intermediate-term [removed: fixed income] [added: marketable debt] securities.

[removed: Fixed income] [added: Marketable debt] securities [added: with fixed interest rates] may have their fair market value adversely affected due to a rise in interest rates, and we may suffer losses in principal if forced to sell securities that have declined in market value due to changes in interest rates.

The following table provides information about our cash equivalents and marketable [removed: fixed income] [added: debt] securities, including principal cash flows by expected maturity and the related weighted-average interest rates as of December 31, [removed: 2022] [added: 2023] (in millions, except percentages):

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | Estimated Fair Value as of December 31, [removed: 2022] [added: 2023] | | |

| Money market funds | | | | | | $ | [removed: 27,899] [added: 39,160] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 27,899] [added: 39,160] | | | | | $ | [removed: 27,899] [added: 39,160] | |

| Weighted average interest rate | | | | | | [removed: 4.18] [added: 5.32] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 4.18] [added: 5.32] | | % | | | | | | |

| Foreign government and agency securities | | | | | | [removed: 519] [added: 506] | | | | | | [removed: 19] [added: —] | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 538] [added: 506] | | | | | | [removed: 535] [added: 505] | | |

| Weighted average interest rate | | | | | | [removed: 4.24] [added: 5.28] | | % | | | | [removed: 0.60] [added: —] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 4.11] [added: 5.28] | | % | | | | | | |

| Cash equivalents and marketable [removed: fixed income] [added: debt] securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 56,016] [added: 70,919] | |

As of December 31, [removed: 2022,] [added: 2023,] we had long-term debt with a face value of [removed: $70.5] [added: $67.2] billion, including the current portion, primarily consisting of fixed rate unsecured senior notes.

During [removed: 2022,] [added: 2023,] net sales from our International segment accounted for 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: decreased] [added: increased] by [removed: $15.0 billion] [added: $88 million] in comparison with the prior year.

Based on the balance of foreign funds as of December 31, [removed: 2022,] [added: 2023,] of [removed: $18.3] [added: $23.5] billion, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of [removed: $915 million, $1.8] [added: $1.2] billion, [added: $2.3 billion,] and [removed: $3.7] [added: $4.7] billion.

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

Based on the intercompany balances as of December 31, [removed: 2022,] [added: 2023,] an assumed 5%, 10%, and 20% adverse change to foreign exchange rates would result in losses of [removed: $275] [added: $320] million, [removed: $555] [added: $640] million, and [removed: $1.1] [added: $1.3] billion, recorded to “Other income (expense), net.”

As of December 31, [removed: 2022,] [added: 2023,] our recorded value in [added: equity,] equity [added: warrant,] and [removed: equity warrant] [added: convertible debt] investments in public and private companies was [removed: $7.2] [added: $9.6] billion.

Our equity and equity warrant investments in publicly traded companies, which [removed: primarily relate to] [added: include our equity investment in] Rivian, represent [removed: $5.0] [added: $5.7] billion of our investments as of December 31, [removed: 2022,] [added: 2023,] and are recorded at fair value, which is subject to market price volatility.

| Corporate debt securities | | | | | | 25,075 | | | | | | 2,227 | | | | | | 715 | | | | | | 9 | | | | | | — | | | | | | — | | | | | | 28,026 | | | | | | 27,805 | | |

| Weighted average interest rate | | | | | | 5.13 | | % | | | | 1.30 | | % | | | | 1.51 | | % | | | | 2.33 | | % | | | | — | | % | | | | — | | % | | | | 4.74 | | % | | | | | | |

| U.S. government and agency securities | | | | | | 552 | | | | | | 501 | | | | | | 398 | | | | | | 50 | | | | | | 43 | | | | | | 230 | | | | | | 1,774 | | | | | | 1,699 | | |

| Weighted average interest rate | | | | | | 3.24 | | % | | | | 1.49 | | % | | | | 1.12 | | % | | | | 0.97 | | % | | | | 0.67 | | % | | | | 1.31 | | % | | | | 1.89 | | % | | | | | | |

| Asset-backed securities | | | | | | 789 | | | | | | 349 | | | | | | 115 | | | | | | 143 | | | | | | 13 | | | | | | 291 | | | | | | 1,700 | | | | | | 1,646 | | |

| Weighted average interest rate | | | | | | 1.34 | | % | | | | 2.09 | | % | | | | 1.20 | | % | | | | 1.67 | | % | | | | 1.66 | | % | | | | 1.33 | | % | | | | 1.51 | | % | | | | | | |

| Other debt securities | | | | | | 62 | | | | | | 46 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 108 | | | | | | 104 | | |

| Weighted average interest rate | | | | | | 0.55 | | % | | | | 1.07 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 0.78 | | % | | | | | | |

| | | | | | | $ | 66,144 | | | | | $ | 3,123 | | | | | $ | 1,228 | | | | | $ | 202 | | | | | $ | 56 | | | | | $ | 521 | | | | | $ | 71,274 | | | | | | | |

| 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 | | | | | | 0.99 | | % | | | | 1.30 | | % | | | | 1.37 | | % | | | | 1.39 | | % | | | | 1.41 | | % | | | | 1.06 | | % | | | | 1.19 | | % | | | | | | |

| 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 | | | | | | | |

In addition, we offer subscription services such as Amazon Prime, a membership program that includes fast, free shipping on [added: tens of] millions of items, access to award-winning movies and series, and other benefits.

We offer programs that enable sellers to grow their businesses, sell their products in our stores, and fulfill orders [removed: through us.][added: using our services.]

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 1,541,000] [added: 1,525,000] full-time and part-time employees.

We rely on numerous and evolving initiatives to implement these objectives and invent mechanisms for talent development, including competitive pay and benefits, flexible work arrangements, and skills training and educational programs such as Amazon Career Choice [removed: (funded education] [added: (education funding] for [removed: hourly] [added: eligible] employees) and the Amazon Technical Academy (software development engineer training).

Over [removed: 100,000] [added: 175,000] Amazon employees around the world have participated in Career Choice.

The following tables set forth certain information regarding our Executive Officers and Directors as of January [removed: 25, 2023:][added: 24, 2024:]

| Jeffrey P. Bezos | | | | | | [removed: 59] [added: 60] | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | [removed: 55] [added: 56] | | | | | | President and Chief Executive Officer | | |

| Douglas J. Herrington | | | | | | [removed: 56] [added: 57] | | | | | | CEO Worldwide Amazon Stores | | |

| Brian T. Olsavsky | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Shelley L. Reynolds | | | | | | [removed: 58] [added: 59] | | | | | | Vice President, Worldwide Controller, and Principal Accounting Officer | | |

| Adam N. Selipsky | | | | | | [removed: 56] [added: 57] | | | | | | CEO Amazon Web Services | | |

| David A. Zapolsky | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President, [removed: General Counsel,] [added: Global Public Policy] and [removed: Secretary] [added: General Counsel] | | |

Herrington. Mr. Herrington has served as CEO Worldwide Amazon Stores since July 2022, Senior Vice President, North America Consumer from January 2015 to July 2022, [removed: and] Senior Vice President, Consumables from May 2014 to December [added: 2014, and Vice President, Consumables from May 2005 to April] 2014.

[removed: Zapolsky. Mr. Zapolsky has] [added: He] served as Senior Vice [removed: President, General Counsel,] [added: President] and [removed: Secretary since] [added: General Counsel from] May [removed: 2014,] [added: 2014 to May 2023,] Vice [removed: President, General Counsel,] [added: President] and [removed: Secretary] [added: General Counsel] from September 2012 to May 2014, and as Vice President and Associate General Counsel for Litigation and Regulatory matters from April 2002 until September 2012.

| Keith B. Alexander | | | | | | [removed: 71] [added: 72] | | | | | | [removed: CEO, President, and] Chair of IronNet, Inc. | | |

| Edith W. Cooper | | | | | | [removed: 61] [added: 62] | | | | | | Former Executive Vice President, Goldman Sachs Group, Inc. | | |

| Jamie S. Gorelick | | | | | | [removed: 72] [added: 73] | | | | | | Partner, Wilmer Cutler Pickering Hale and Dorr LLP | | |

| Daniel P. Huttenlocher | | | | | | [removed: 64] [added: 65] | | | | | | Dean, MIT Schwarzman College of Computing | | |

| Judith A. McGrath | | | | | | [removed: 70] [added: 71] | | | | | | Former Chair and CEO, MTV Networks | | |

| Indra K. Nooyi | | | | | | [removed: 67] [added: 68] | | | | | | Former [removed: Chief Executive Officer,] [added: Chair and CEO,] PepsiCo, Inc. | | |

| Jonathan J. Rubinstein | | | | | | [removed: 66] [added: 67] | | | | | | Former co-CEO, Bridgewater Associates, LP | | |

| Patricia Q. Stonesifer | | | | | | [removed: 66] [added: 67] | | | | | | Former President and Chief Executive Officer, Martha’s Table | | |

| Wendell P. Weeks | | | | | | [removed: 63] [added: 64] | | | | | | [removed: Chief Executive Officer,] [added: Chairman and CEO,] Corning Incorporated | | |

Zapolsky. Mr. Zapolsky has served as Senior Vice President, Global Public Policy and General Counsel since May 2023 and has served as our Secretary since September 2012.

| Jeffrey P. Bezos | | | | | | 60 | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | 56 | | | | | | President and Chief Executive Officer | | |

| Brad D. Smith | | | | | | 59 | | | | | | President, Marshall University | | |

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2022] [added: 2023] | | | $ | [removed: 944,744,113,598] [added: 1,183,684,965,587] | |

| Number of shares of common stock outstanding as of January [removed: 25, 2023] [added: 24, 2024] | | | [removed: 10,247,259,757] [added: 10,387,381,291] | | |

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: 2023,] [added: 2024,] 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](#icc32c5c732854b7f9975929c57cd5bd4_13)] [added: [Business](#i9b49001f922340eeba23291553f14c70_13)] | | | [removed: [3](#icc32c5c732854b7f9975929c57cd5bd4_13)] [added: [3](#i9b49001f922340eeba23291553f14c70_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#icc32c5c732854b7f9975929c57cd5bd4_16)] [added: Factors](#i9b49001f922340eeba23291553f14c70_16)] | | | [removed: [6](#icc32c5c732854b7f9975929c57cd5bd4_16)] [added: [6](#i9b49001f922340eeba23291553f14c70_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#icc32c5c732854b7f9975929c57cd5bd4_19)] [added: Comments](#i9b49001f922340eeba23291553f14c70_19)] | | | [removed: [16](#icc32c5c732854b7f9975929c57cd5bd4_19)] [added: [16](#i9b49001f922340eeba23291553f14c70_19)] | | |

| Item 2. | | | [removed: [Properties](#icc32c5c732854b7f9975929c57cd5bd4_22)] [added: [Properties](#i9b49001f922340eeba23291553f14c70_22)] | | | [removed: [17](#icc32c5c732854b7f9975929c57cd5bd4_22)] [added: [18](#i9b49001f922340eeba23291553f14c70_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#icc32c5c732854b7f9975929c57cd5bd4_25)] [added: Proceedings](#i9b49001f922340eeba23291553f14c70_25)] | | | [removed: [17](#icc32c5c732854b7f9975929c57cd5bd4_25)] [added: [18](#i9b49001f922340eeba23291553f14c70_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#icc32c5c732854b7f9975929c57cd5bd4_28)] [added: Disclosures](#i9b49001f922340eeba23291553f14c70_28)] | | | [removed: [17](#icc32c5c732854b7f9975929c57cd5bd4_28)] [added: [18](#i9b49001f922340eeba23291553f14c70_28)] | | |

| Item 5. | | | [Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity [removed: Securities](#icc32c5c732854b7f9975929c57cd5bd4_34)] [added: Securities](#i9b49001f922340eeba23291553f14c70_34)] | | | [removed: [18](#icc32c5c732854b7f9975929c57cd5bd4_34)] [added: [19](#i9b49001f922340eeba23291553f14c70_34)] | | |

| Item 6. | | | [removed: [Reserved](#icc32c5c732854b7f9975929c57cd5bd4_37)] [added: [Reserved](#i9b49001f922340eeba23291553f14c70_40)] | | | [removed: [18](#icc32c5c732854b7f9975929c57cd5bd4_37)] [added: [19](#i9b49001f922340eeba23291553f14c70_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#icc32c5c732854b7f9975929c57cd5bd4_43)] [added: Operations](#i9b49001f922340eeba23291553f14c70_46)] | | | [removed: [19](#icc32c5c732854b7f9975929c57cd5bd4_43)] [added: [20](#i9b49001f922340eeba23291553f14c70_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#icc32c5c732854b7f9975929c57cd5bd4_79)] [added: Risk](#i9b49001f922340eeba23291553f14c70_94)] | | | [removed: [31](#icc32c5c732854b7f9975929c57cd5bd4_79)] [added: [32](#i9b49001f922340eeba23291553f14c70_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#icc32c5c732854b7f9975929c57cd5bd4_88)] [added: Data](#i9b49001f922340eeba23291553f14c70_106)] | | | [removed: [33](#icc32c5c732854b7f9975929c57cd5bd4_88)] [added: [34](#i9b49001f922340eeba23291553f14c70_106)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#icc32c5c732854b7f9975929c57cd5bd4_304)] [added: Disclosure](#i9b49001f922340eeba23291553f14c70_337)] | | | [removed: [69](#icc32c5c732854b7f9975929c57cd5bd4_304)] [added: [71](#i9b49001f922340eeba23291553f14c70_337)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#icc32c5c732854b7f9975929c57cd5bd4_307)] [added: Procedures](#i9b49001f922340eeba23291553f14c70_340)] | | | [removed: [69](#icc32c5c732854b7f9975929c57cd5bd4_307)] [added: [71](#i9b49001f922340eeba23291553f14c70_340)] | | |

| Item 9B. | | | [Other [removed: Information](#icc32c5c732854b7f9975929c57cd5bd4_313)] [added: Information](#i9b49001f922340eeba23291553f14c70_346)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_313)] [added: [73](#i9b49001f922340eeba23291553f14c70_346)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#icc32c5c732854b7f9975929c57cd5bd4_319)] [added: Inspections](#i9b49001f922340eeba23291553f14c70_352)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_319)] [added: [73](#i9b49001f922340eeba23291553f14c70_352)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#icc32c5c732854b7f9975929c57cd5bd4_325)] [added: Governance](#i9b49001f922340eeba23291553f14c70_358)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_325)] [added: [73](#i9b49001f922340eeba23291553f14c70_358)] | | |

| Item 11. | | | [Executive [removed: Compensation](#icc32c5c732854b7f9975929c57cd5bd4_328)] [added: Compensation](#i9b49001f922340eeba23291553f14c70_361)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_328)] [added: [73](#i9b49001f922340eeba23291553f14c70_361)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#icc32c5c732854b7f9975929c57cd5bd4_331)] [added: Matters](#i9b49001f922340eeba23291553f14c70_364)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_331)] [added: [73](#i9b49001f922340eeba23291553f14c70_364)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#icc32c5c732854b7f9975929c57cd5bd4_334)] [added: Independence](#i9b49001f922340eeba23291553f14c70_367)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_334)] [added: [74](#i9b49001f922340eeba23291553f14c70_367)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#icc32c5c732854b7f9975929c57cd5bd4_337)] [added: Services](#i9b49001f922340eeba23291553f14c70_370)] | | | [removed: [71](#icc32c5c732854b7f9975929c57cd5bd4_337)] [added: [74](#i9b49001f922340eeba23291553f14c70_370)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#icc32c5c732854b7f9975929c57cd5bd4_343)] [added: Schedules](#i9b49001f922340eeba23291553f14c70_376)] | | | [removed: [72](#icc32c5c732854b7f9975929c57cd5bd4_343)] [added: [75](#i9b49001f922340eeba23291553f14c70_376)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#icc32c5c732854b7f9975929c57cd5bd4_346)] [added: Summary](#i9b49001f922340eeba23291553f14c70_379)] | | | [removed: [74](#icc32c5c732854b7f9975929c57cd5bd4_346)] [added: [77](#i9b49001f922340eeba23291553f14c70_379)] | | |

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

For the Fiscal Year Ended December 31, 2023

| Item 1C. | | | [Cybersecurity](#i9b49001f922340eeba23291553f14c70_2817) | | | [16](#i9b49001f922340eeba23291553f14c70_2817) | | |

| [Signatures](#i9b49001f922340eeba23291553f14c70_382) | | | | | | [78](#i9b49001f922340eeba23291553f14c70_382) | | |

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

We have processes in place for assessing, identifying, and managing material risks from potential unauthorized occurrences on or through our electronic information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems.

These include a wide variety of

mechanisms, controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting the data.

The data include confidential, proprietary, and business and personal information that we collect, process, store, and transmit as part of our business, including on behalf of third parties.

We also use systems and processes designed to reduce the impact of a security incident at a third-party vendor or customer.

Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including: technology and systems we use for encryption and authentication; employee email; content delivery to customers; back-office support; and other functions.

As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments.

We also maintain a variety of incident response plans that are utilized when incidents are detected.

We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually.

We have a unified and centrally-coordinated team, led by our chief security officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at Amazon in close coordination with senior leadership and other teams across Amazon.

Reporting to our chief security officer are a number of experienced chief information security officers responsible for various parts of our business, including AWS, each of whom is supported by a team of trained cybersecurity professionals.

In addition to our extensive in-house cybersecurity capabilities, at times we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

Our cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our enterprise risk assessments that are reviewed by the Audit Committee and our Board of Directors.

Such risks and mitigations are also subject to oversight by the Security Committee of our Board of Directors.

Additional information about cybersecurity risks we face is discussed in Item 1A of Part I, “Risk Factors,” under the heading “We Could Be Harmed by Data Loss or Other Security Breaches,” which should be read in conjunction with the information above.

The Security Committee, which is comprised of independent directors, oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations, and related risks.

The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually.

The Security Committee also oversees the Board’s response to any significant cybersecurity incidents.

Our chief security officer, who has extensive cybersecurity knowledge and skills gained from over 15 years of work experience on the security team at Amazon and an extensive career in the technology and cybersecurity industries as a senior executive in the federal government, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at Amazon and reports directly to the Chief Executive Officer.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

As of December 31, [removed: 2022,] [added: 2023,] we operated the following facilities (in thousands):

| Office space | | | | | | [removed: 30,611] [added: 29,655] | | | | | | [removed: 6,792] [added: 9,222] | | | | | | North America | | |

| Office space | | | | | | [removed: 23,956] [added: 24,528] | | | | | | 1,802 | | | | | | International | | |

| Physical stores (2) | | | | | | [removed: 22,881] [added: 22,871] | | | | | | [removed: 662] [added: 707] | | | | | | North America | | |

| Physical stores (2) | | | | | | [removed: 291] [added: 255] | | | | | | — | | | | | | International | | |

| Fulfillment, data centers, and other | | | | | | [removed: 391,598] [added: 413,017] | | | | | | [removed: 22,058] [added: 25,630] | | | | | | North America | | |

| Fulfillment, data centers, and other | | | | | | [removed: 148,146] [added: 173,765] | | | | | | [removed: 12,613] [added: 14,802] | | | | | | International | | |

(2)This includes [removed: 611] [added: 600] North America and [removed: 32] [added: 28] International stores as of December 31, [removed: 2022.][added: 2023.]

| Total | | | | | | 664,091 | | | | | | 52,163 | | | | | | | | |

| North America | | | | | | 424,145 | | | | | | 15,438 | | |

| International | | | | | | 165,329 | | | | | | 7,931 | | |

| AWS | | | | | | 20,434 | | | | | | 17,770 | | |

| Total | | | | | | 609,908 | | | | | | 41,139 | | |

| 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 | | |

As of January [removed: 25, 2023,] [added: 24, 2024,] there were [removed: 10,845] [added: 11,656] shareholders of record of our common stock, although there is a much larger number of beneficial owners.

| [Report [removed: of](#icc32c5c732854b7f9975929c57cd5bd4_91)] [added: of](#i9b49001f922340eeba23291553f14c70_109)] Ernst & Young LLP[, Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#icc32c5c732854b7f9975929c57cd5bd4_91) 42[)](#icc32c5c732854b7f9975929c57cd5bd4_91)] [added: ID:](#i9b49001f922340eeba23291553f14c70_109) 42[)](#i9b49001f922340eeba23291553f14c70_109)] | | | [removed: [34](#icc32c5c732854b7f9975929c57cd5bd4_91)] [added: [35](#i9b49001f922340eeba23291553f14c70_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#icc32c5c732854b7f9975929c57cd5bd4_94)] [added: Flows](#i9b49001f922340eeba23291553f14c70_112)] | | | [removed: [36](#icc32c5c732854b7f9975929c57cd5bd4_94)] [added: [37](#i9b49001f922340eeba23291553f14c70_112)] | | |

| [Consolidated Statements of [removed: Operations](#icc32c5c732854b7f9975929c57cd5bd4_97)] [added: Operations](#i9b49001f922340eeba23291553f14c70_115)] | | | [removed: [37](#icc32c5c732854b7f9975929c57cd5bd4_97)] [added: [38](#i9b49001f922340eeba23291553f14c70_115)] | | |

| [Consolidated Statements of [removed: Comprehensive](#icc32c5c732854b7f9975929c57cd5bd4_100)] [added: Comprehensive](#i9b49001f922340eeba23291553f14c70_118)] Income (Loss) | | | [removed: [38](#icc32c5c732854b7f9975929c57cd5bd4_100)] [added: [39](#i9b49001f922340eeba23291553f14c70_118)] | | |

| [Consolidated Balance [removed: Sheets](#icc32c5c732854b7f9975929c57cd5bd4_103)] [added: Sheets](#i9b49001f922340eeba23291553f14c70_121)] | | | [removed: [39](#icc32c5c732854b7f9975929c57cd5bd4_103)] [added: [40](#i9b49001f922340eeba23291553f14c70_121)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#icc32c5c732854b7f9975929c57cd5bd4_106)] [added: Equity](#i9b49001f922340eeba23291553f14c70_124)] | | | [removed: [40](#icc32c5c732854b7f9975929c57cd5bd4_106)] [added: [41](#i9b49001f922340eeba23291553f14c70_124)] | | |

| [Notes to Consolidated Financial [removed: Statements](#icc32c5c732854b7f9975929c57cd5bd4_109)] [added: Statements](#i9b49001f922340eeba23291553f14c70_127)] | | | [removed: [41](#icc32c5c732854b7f9975929c57cd5bd4_109)] [added: [42](#i9b49001f922340eeba23291553f14c70_127)] | | |

We have audited the accompanying consolidated balance sheets of Amazon.com, Inc. (the Company) as of December 31, [removed: 2022 and 2021,] [added: 2023] and [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control — Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 2, 2023] [added: 1, 2024] 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. As of December 31, [removed: 2022,] [added: 2023,] the Company reported accrued liabilities of [removed: $4.0] [added: $5.2] 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 is based on interpretations of tax laws and legal rulings, and may be impacted by regulatory changes and judicial and examination activity. | | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | | | $ | [removed: 36,410] [added: 42,377] | | | | | $ | [removed: 42,377] [added: 36,477] | | | | | $ | [removed: 36,477] [added: 54,253] | |

| Net income (loss) | | | [removed: 21,331] [added: 33,364] | | | | | | [removed: 33,364] [added: (2,722)] | | | | | | [removed: (2,722)] [added: 30,425] | | |

| Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other | | | [removed: 25,180] [added: 34,433] | | | | | | [removed: 34,433] [added: 41,921] | | | | | | [removed: 41,921] [added: 48,663] | | |

| Stock-based compensation | | | [removed: 9,208] [added: 12,757] | | | | | | [removed: 12,757] [added: 19,621] | | | | | | [removed: 19,621] [added: 24,023] | | |

| [removed: Other] [added: Non-operating] expense (income), net | | | [removed: (2,582)] [added: (14,306)] | | | | | | [removed: (14,306)] [added: 16,966] | | | | | | [removed: 16,966] [added: (748)] | | |

| Deferred income taxes | | | [removed: (554)] [added: (310)] | | | | | | [removed: (310)] [added: (8,148)] | | | | | | [removed: (8,148)] [added: (5,876)] | | |

| Inventories | | | [removed: (2,849)] [added: (9,487)] | | | | | | [removed: (9,487)] [added: (2,592)] | | | | | | [removed: (2,592)] [added: 1,449] | | |

| Accounts receivable, net and other | | | [removed: (8,169) | | | | | | (18,163)] [added: 42,360] | | | | | | [removed: (21,897)] [added: 52,253] | | |

| Accounts payable | | | [removed: 17,480] [added: 3,602] | | | | | | [removed: 3,602] [added: 2,945] | | | | | | [removed: 2,945] [added: 5,473] | | |

| Accrued expenses and other | | | [removed: 5,754] [added: 2,123] | | | | | | [removed: 2,123] [added: (1,558)] | | | | | | [removed: (1,558)] [added: (2,428)] | | |

| Unearned revenue | | | [removed: 1,265] [added: 2,314] | | | | | | [removed: 2,314] [added: 2,216] | | | | | | [removed: 2,216] [added: 4,578] | | |

| Net cash provided by (used in) operating activities | | | [removed: 66,064] [added: 46,327] | | | | | | [removed: 46,327] [added: 46,752] | | | | | | [removed: 46,752] [added: 84,946] | | |

| Purchases of property and equipment | | | [removed: (40,140)] [added: (61,053)] | | | | | | [removed: (61,053)] [added: (63,645)] | | | | | | [removed: (63,645)] [added: (52,729)] | | |

| Proceeds from property and equipment sales and incentives | | | [removed: 5,096] [added: 5,657] | | | | | | [removed: 5,657] [added: 5,324] | | | | | | [removed: 5,324] [added: 4,596] | | |

| Acquisitions, net of cash acquired, [added: non-marketable investments,] and other | | | [removed: (2,325)] [added: (1,985)] | | | | | | [removed: (1,985)] [added: (8,316)] | | | | | | [removed: (8,316)] [added: (5,839)] | | |

| Sales and maturities of marketable securities | | | [removed: 50,237] [added: 59,384] | | | | | | [removed: 59,384] [added: 31,601] | | | | | | [removed: 31,601] [added: 5,627] | | |

| Purchases of marketable securities | | | [removed: (72,479)] [added: (60,157)] | | | | | | [removed: (60,157)] [added: (2,565)] | | | | | | [removed: (2,565)] [added: (1,488)] | | |

| Net cash provided by (used in) investing activities | | | [removed: (59,611)] [added: (58,154)] | | | | | | [removed: (58,154)] [added: (37,601)] | | | | | | [removed: (37,601)] [added: (49,833)] | | |

| Common stock repurchased | | | — | | | | | | [removed: —] [added: (6,000)] | | | | | | [removed: (6,000)] [added: —] | | |

| Proceeds from short-term debt, and other | | | [removed: 6,796] [added: 7,956] | | | | | | [removed: 7,956] [added: 41,553] | | | | | | [removed: 41,553] [added: 18,129] | | |

| Repayments of short-term debt, and other | | | [removed: (6,177)] [added: (7,753)] | | | | | | [removed: (7,753)] [added: (37,554)] | | | | | | [removed: (37,554)] [added: (25,677)] | | |

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

| Repayments of long-term debt | | | [removed: (1,553)] [added: (1,590)] | | | | | | [removed: (1,590)] [added: (1,258)] | | | | | | [removed: (1,258)] [added: (3,676)] | | |

| Principal repayments of finance leases | | | [removed: (10,642)] [added: (11,163)] | | | | | | [removed: (11,163)] [added: (7,941)] | | | | | | [removed: (7,941)] [added: (4,384)] | | |

| Principal repayments of financing obligations | | | [removed: (53)] [added: (162)] | | | | | | [removed: (162)] [added: (248)] | | | | | | [removed: (248)] [added: (271)] | | |

| Net cash provided by (used in) financing activities | | | [removed: (1,104)] [added: 6,291] | | | | | | [removed: 6,291] [added: 9,718] | | | | | | [removed: 9,718] [added: (15,879)] | | |

| Foreign currency effect on cash, cash equivalents, and restricted cash | | | [removed: 618] [added: (364)] | | | | | | [removed: (364)] [added: (1,093)] | | | | | | [removed: (1,093)] [added: 403] | | |

| Net increase (decrease) in cash, cash equivalents, and restricted cash | | | [removed: 5,967] [added: (5,900)] | | | | | | [removed: (5,900)] [added: 17,776] | | | | | | [removed: 17,776] [added: 19,637] | | |

February 1, 2024

| Other assets | | | (9,018) | | | | | | (13,275) | | | | | | (12,265) | | |

| Net income (loss) | | | $ | 33,364 | | | | | $ | (2,722) | | | | | $ | 30,425 | |

| Net change | | | (377) | | | | | | (525) | | | | | | 416 | | |

| Other, net of tax of $0, $0, and $(1) | | | — | | | | | | — | | | | | | 4 | | |

| | | | 2022 | | | | | | 2023 | | |

| Balance as of December 31, 2023 | | | 10,383 | | | | | | $ | 109 | | | | | $ | (7,837) | | | | | $ | 99,025 | | | | | $ | (3,040) | | | | | $ | 113,618 | | | | | $ | 201,875 | |

“Other assets” were reclassified out of “Accounts receivable, net and other” on our consolidated statements of cash flows.

For example, in Q4 2023 we completed a useful life study for our servers and are increasing the useful life from five years to six years in January 2024, which, based on servers that are included in “Property and equipment, net” as of December 31, 2023, will have an anticipated impact to our 2024 operating income of $3.1 billion.

We had previously increased the useful life of our servers from four years to five years in January 2022.

Charges for impairment, expenses for terminating contracts and other commitments, and severance costs were not material to our consolidated results of operations for the years ended December 31, 2021 and 2023.

| | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

Under this method, approximately 50% of the grant date fair value is recognized as expense in the first year of grant for the majority of our stock-based compensation awards.

The accelerated method also adds a higher level of sensitivity and complexity in estimating forfeitures.

If an award is forfeited early in its life, the adjustment to compensation expense is much greater under an accelerated method than under a straight-line method.

Other operating expense (income), net, consists primarily of the amortization of intangible assets, and asset impairments for physical store closures in 2022 and for fulfillment network facilities and physical store closures in 2023.

| | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| Revenues | | | $ | 55 | | | | | $ | 1,658 | | | | | $ | 3,119 | |

| Total assets | | | 17,876 | | | | | | 16,456 | | |

| Total liabilities | | | 4,077 | | | | | | 5,904 | | |

Prepaid expenses and other current assets were $4.5 billion and $5.4 billion as of December 31, 2022 and December 31, 2023.

Convertible notes classified as available for sale, equity investments in private companies for which we do not have the ability to exercise significant influence and accounted for at cost, and equity investments accounted for using the equity method of accounting are included within “Other assets” on our consolidated balance sheets.

In Q3 2023, we invested in a $1.25 billion note from Anthropic, PBC, which is convertible to equity.

The note is classified as available for sale and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income (loss).” The note is classified as a Level 3 asset.

We have an agreement that expires in Q1 2024 to invest up to an additional $2.75 billion in a second convertible note.

We also have a commercial arrangement primarily for the provision of AWS cloud services, which includes the use of AWS chips.

Increases to our reserves driven by changes in estimates were not material to our consolidated results of operations for the years ended December 31, 2021 and

2023.

Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”) amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.

The ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

We are currently evaluating the ASU to determine its impact on our income tax disclosures.

| | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 11,706 | | | | | $ | — | | | | | $ | — | | | | | $ | 11,706 | |

| Corporate debt securities | | | 27,996 | | | | | | — | | | | | | (191) | | | | | | 27,805 | | |

| Other debt securities | | | 108 | | | | | | — | | | | | | (4) | | | | | | 104 | | |

| | | | $ | 82,971 | | | | | $ | 1 | | | | | $ | (347) | | | | | $ | 87,283 | |

| | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| Total | | | $ | 71,265 | | | | | $ | 70,919 | |

February 2, 2023

| Net unrealized gains (losses) on available-for-sale debt securities | | | 245 | | | | | | (377) | | | | | | (525) | | |

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

“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 also recorded expenses of approximately

Other operating expense (income), net, consists primarily of the amortization of intangible assets and, for 2020, a benefit from accelerated vesting of warrants to acquire equity of a vendor partially offset by a lease impairment and, for 2022, $1.1 billion of impairments of property and equipment and operating leases.

| Revenues | | | $ | — | | | | | $ | 55 | | | | | $ | 995 | |

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

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

flows.

Changes in historical and anticipated viewing patterns are lengthening the weighted average life of our capitalized video content.

We anticipate the changes in viewing patterns will positively impact 2023 operating income by approximately $1.0 billion, generally ratably throughout the year.

Equity-method

investments are included within “Other assets” on our consolidated balance sheets.

| | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 10,942 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,942 | |

| Corporate debt securities | | | 35,810 | | | | | | 75 | | | | | | (121) | | | | | | 35,764 | | |

| Other fixed income securities | | | 688 | | | | | | 2 | | | | | | (4) | | | | | | 686 | | |

| | | | $ | 79,012 | | | | | $ | 93 | | | | | $ | (182) | | | | | $ | 96,309 | |

| Equity securities (1)(3) | | | | | | | | | | | | | | | | | | | | | 3,709 | | |

(3)Our equity investment in Rivian had a fair value of $15.6 billion and $2.9 billion as of December 31, 2021 and December 31, 2022, respectively.

| Total | | | $ | 56,818 | | | | | $ | 56,016 | |

| | | | December 31, 2021 | | | | | | | | | | | | | | |

| Gross lease liabilities | | | $ | 66,269 | | | | | $ | 25,866 | | | | | $ | 92,135 | |

| Less: imputed interest | | | (7,939) | | | | | | (2,113) | | | | | | (10,052) | | |

During 2020, we acquired certain companies for an aggregate purchase price of $1.2 billion, net of cash acquired, of which $1.1 billion was capitalized to in-process research and development intangible assets (“IPR&D”).

| Goodwill - January 1, 2021 | | | $ | 12,527 | | | | | $ | 1,288 | | | | | $ | 1,202 | | | | | $ | 15,017 | |

| Contract-based | | | 2,327 | | | | | | (565) | | | | | | 1,762 | | | | | | 3,661 | | | | | | (813) | | | | | | 2,848 | | | | | | 12.8 | | |

| Customer-related | | | 197 | | | | | | (103) | | | | | | 94 | | | | | | 184 | | | | | | (128) | | | | | | 56 | | | | | | 2.2 | | |

| 2023 | | | $ | 530 | |

| 2024 | | | 456 | | |

| 2025 | | | 371 | | |

| 2026 | | | 324 | | |

| 2027 | | | 314 | | |

| Thereafter | | | 2,955 | | |

| | | | $ | 4,950 | |

| 2012 Notes issuance of $3.0 billion | | | 2022 | | | | | | 2.50% | | | | | | 2.66% | | | | | | 1,250 | | | | | | — | | |

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: 2022.][added: 2023.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control — Integrated] [added: 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: 2022,] [added: 2023,] 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: 2022 and 2021,] [added: 2023] and [added: 2022,] the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] and the related notes and our report dated February [removed: 2, 2023] [added: 1, 2024] expressed an unqualified opinion thereon.

February 1, 2024

February 2, 2023

On November 3, 2023, Jonathan Rubinstein, Director, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 22,953 shares of Amazon.com, Inc. common stock over a period ending on February 9, 2026, subject to certain conditions.

On November 6, 2023, Douglas Herrington, CEO Worldwide Amazon Stores, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 130,162 shares of Amazon.com, Inc. common stock over a period ending on December 31, 2024, subject to certain conditions.

On November 8, 2023, Jeffrey Bezos, our founder and Executive Chair, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 50,000,000 shares of Amazon.com, Inc. common stock over a period ending on January 31, 2025, subject to certain conditions.

On November 13, 2023, Shelley Reynolds, Vice President, Worldwide Controller, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 11,200 shares of Amazon.com, Inc. common stock over a period ending on November 29, 2024, subject to certain conditions.

On November 13, 2023, David Zapolsky, Senior Vice President, Global Public Policy and General Counsel, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 48,480 shares of Amazon.com, Inc. common stock over a period ending on December 31, 2024, subject to certain conditions.

On November 16, 2023, Andrew Jassy, President and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 190,900 shares of Amazon.com, Inc. common stock over a period ending on December 31, 2024, subject to certain conditions.

On November 21, 2023, Brian Olsavsky, Senior Vice President and Chief Financial Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 31,400 shares of Amazon.com, Inc. common stock over a period ending on May 28, 2024, subject to certain conditions.

On November 27, 2023, Judith McGrath, Director, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 5,760 shares of Amazon.com, Inc. common stock over a period ending on March 8, 2024, subject to certain conditions.

Not applicable.

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2022][added: 2023]

Consolidated Statements of Operations for each of the three years ended December 31, [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, [removed: 2022][added: 2023]

Consolidated Balance Sheets as of December 31, [removed: 2021 and] 2022 [added: and 2023]

Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, [removed: 2022][added: 2023]

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

| 10.7† | | | | | | [Form of Global Restricted Stock Unit Award Agreement for Executive [removed: 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)] [added: Officers.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex107.htm)] | | |

| 10.8 | | | | | | [removed: [Amended and Restated Credit] [added: [Term Loan] Agreement, dated as of [removed: March 29, 2022,] [added: January 3, 2023,] among Amazon.com, Inc., [removed: JPMorgan Chase Bank, N.A.,] [added: Toronto Dominion (Texas) LLC,] as administrative agent, and the other lenders party thereto (incorporated by reference to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the Quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000101872422000013/amzn-20220331xex101.htm)] [added: 8-K, filed January 3, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000119312523000849/d429499dex101.htm)] | | |

| [removed: 10.9] [added: 10.10] | | | | | | [364-Day Revolving Credit Agreement, dated as of November [removed: 18, 2022,] [added: 1, 2023,] among Amazon.com, Inc., [removed: JPMorgan Chase Bank,] [added: Citibank] N.A., as administrative agent, and the [removed: other] lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed November [removed: 18, 2022).](https://www.sec.gov/Archives/edgar/data/1018724/000119312522289041/d413765dex101.htm)] [added: 1, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000110465923113444/tm2329405d1_ex10-2.htm)] | | |

| [removed: 10.10] [added: 10.9] | | | | | | [removed: [Term Loan] [added: [Five-Year Revolving Credit] Agreement, dated as of [removed: January 3,] [added: November 1,] 2023, among Amazon.com, Inc., [removed: Toronto Dominion (Texas) LLC,] [added: Citibank N.A.,] as administrative agent, and the [removed: other] lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed [removed: January 3, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000119312523000849/d429499dex101.htm)] [added: November 1, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000110465923113444/tm2329405d1_ex10-1.htm)] | | |

| 21.1 | | | | | | [List of Significant [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex211.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex211.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872423000004/amzn-20221231xex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex231.htm)] | | |

| 31.1 | | | | | | [Certification of Andrew R. 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/1018724/000101872423000004/amzn-20221231xex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex311.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/1018724/000101872423000004/amzn-20221231xex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex312.htm)] | | |

| 32.1 | | | | | | [Certification of Andrew R. 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/1018724/000101872423000004/amzn-20221231xex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex321.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/1018724/000101872423000004/amzn-20221231xex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex322.htm)] | | |

| 101 | | | | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive 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: 2022,] [added: 2023,] formatted in Inline XBRL (included as Exhibit 101). | | |

| 97.1 | | | | | | [Amazon.com, Inc. Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex971.htm) | | |

| | | | | | | | | |

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: 2, 2023.][added: 1, 2024.]

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: 2, 2023.][added: 1, 2024.]

| /s/ Brad D. Smith | | | | | | | | |

| Brad D. Smith | | | | | | Director | | |

| | | | | | | | | |