Amazon (AMZN) 10-K risk factor changes: FY2024 vs FY2023

Our businesses are rapidly evolving and intensely competitive, and we have many competitors across geographies, including cross-border competition, and in different industries, including physical, e-commerce, and omnichannel retail, e-commerce services, web and infrastructure computing services, electronic devices, digital content, advertising, grocery, [added: healthcare, communications,] and transportation and logistics services.

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

- business licensing or certification requirements, such as for imports, exports, web services, [removed: and] electronic [removed: devices;][added: devices, and communications services;]

[removed: 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 [added: their regulatory, licensing, or other requirements that could impact these structures and activities.]

In addition, our and our customers’ [added: development and] 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.

- changes in usage or adoption rates of the internet, e-commerce, electronic devices, [removed: and] web services, [added: satellite communications services, and artificial intelligence and machine learning technologies, products, and services,] including outside the U.S.;

- 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 topics), and public perceptions regarding [added: our positions on] social or ethical issues [removed: related to] [added: and] our development and use of artificial [removed: intelligence and] [added: intelligence,] machine [removed: learning] [added: learning, and automation] technologies, products, and services;

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

We Could Be Harmed by Data Loss or Other Security [removed: Breaches][added: Incidents]

Because we collect, process, store, and transmit large amounts of data, including confidential, classified, sensitive, proprietary, and business and personal information, failure to [removed: prevent] [added: prevent, detect,] or mitigate data loss, theft, misuse, unauthorized access, or other security [removed: breaches] [added: incidents] 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.

Some of our systems have experienced past security [removed: breaches,] [added: incidents,] and, although they did not have a material adverse effect on our operating results, there can be no assurance that future incidents will not have material adverse effects on our operations or financial results.

Although we have developed systems and processes that are designed to protect customer data and [removed: prevent] [added: prevent, detect, or mitigate] such incidents, including systems and processes designed to reduce the impact of a security [removed: breach] [added: incident] at a third-party vendor or customer, such measures cannot provide absolute security and may fail to operate as intended or be circumvented.

- the difficulty of integrating a new company’s accounting, financial [added: and sustainability] reporting, management, information and data security, human resource, and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not successfully implemented;

- for investments in which an investee’s financial performance is incorporated into our financial results, either in full or in part, or investments for which we are required to file financial statements or provide financial information, the dependence on the investee’s accounting, financial [added: and sustainability] reporting, and similar systems, controls, and processes;

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, [removed: physical bank check,] [added: checks,] and payment [added: upon delivery.]

- transactions in our common stock by major investors and certain analyst reports, news, [added: social media activity,] and speculation.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the internet, physical, e-commerce, and omnichannel retail, digital content, web services, electronic devices, advertising, artificial intelligence technologies and services, [added: satellite communications services, healthcare,] and other products and services that we offer or sell.

[removed: These regulations] and [removed: 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 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 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.

[added: 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 internet, e-commerce, digital content, web services, electronic devices, advertising, [removed: and] artificial intelligence technologies and [removed: services.][added: services, satellite communications services, and healthcare.]

For example, we face a number of open investigations based on claims that aspects of our operations infringe competition [added: or consumer protection] rules, including aspects of Amazon’s operation of its [removed: stores] [added: stores,] including its fulfillment [removed: network, Amazon’s acquisitions,] [added: network] and [added: Prime, and] certain aspects of AWS’s offering of cloud 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 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 parties (including artificial intelligence technologies and services), [added: healthcare,] and other matters.

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

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 [added: 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 [removed: expense in future years.][added: expense.]

Although we believe these structures and activities comply with existing

These regulations and laws cover taxation, privacy, data use, data protection, data security, data localization, network security, consumer protection, pricing, content, copyrights, distribution, transportation, communications, electronic device certification, electronic waste, energy consumption, environmental and climate-related regulation, electronic contracts

Additionally, under our A-to-z Guarantee,

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

upon delivery.

It is not clear how

breaches of such agreements.

Total shares outstanding plus outstanding stock awards were [removed: 10.6] [added: 10.8] billion and [removed: 10.8] [added: 10.9] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

Our Annual Report on Form 10-K for the year ended December 31, [removed: 2022] [added: 2023] includes a discussion and analysis of our financial condition and results of operations for the year ended December 31, [removed: 2021] [added: 2022] 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: 2023,] [added: 2024,] we would have recorded an additional cost of sales of approximately [removed: $355] [added: $365] million.

| Operating activities | | | $ | [removed: 46,752] [added: 84,946] | | | | | $ | [removed: 84,946] [added: 115,877] | |

| Investing activities | | | [removed: (37,601)] [added: (49,833)] | | | | | | [removed: (49,833)] [added: (94,342)] | | |

| Financing activities | | | [removed: 9,718] [added: (15,879)] | | | | | | [removed: (15,879)] [added: (11,812)] | | |

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: $70.0] [added: $86.8] billion and [removed: $86.8] [added: $101.2] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

Amounts held in foreign currencies were [removed: $18.3] [added: $23.5] billion and [removed: $23.5] [added: $25.5] billion as of December 31, [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

Cash provided by (used in) operating activities was [removed: $46.8] [added: $84.9] billion and [removed: $84.9] [added: $115.9] billion in [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

The increase in operating cash flow in [removed: 2023,] [added: 2024,] compared to the prior year, was due to an increase in net income (loss), excluding non-cash expenses, and changes in working capital.

Cash provided by (used in) investing activities was [removed: $(37.6)] [added: $(49.8)] billion and [removed: $(49.8)] [added: $(94.3)] billion in [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] with the variability caused primarily by purchases, sales, and maturities of marketable securities and cash capital expenditures.

Cash capital expenditures were [removed: $58.3] [added: $48.1] billion, and [removed: $48.1] [added: $77.7] billion in [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] 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, which investments we expect to increase in 2024.][added: network.]

We made cash payments, net of acquired cash, related to acquisition and other investment activity of [removed: $8.3] [added: $5.8] billion and [removed: $5.8] [added: $7.1] billion in [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

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

In [added: Q3] 2023, we invested $1.25 billion in a [added: convertible] note from Anthropic, [removed: PBC, which is convertible into equity.][added: PBC.]

[removed: We have an agreement that expires in] [added: In] Q1 [removed: 2024 to invest up to an additional] [added: 2024, we invested] $2.75 billion in a second convertible note.

Cash provided by (used in) financing activities was [removed: $9.7] [added: $(15.9)] billion and [removed: $(15.9)] [added: $(11.8)] billion in [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

Cash inflows from financing activities resulted from proceeds from short-term debt, and other and long-term-debt of [removed: $62.7] [added: $18.1] billion and [removed: $18.1] [added: $5.1] billion in [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

Cash outflows from financing activities resulted from [removed: repurchases of common stock in 2022,] payments of short-term debt, and other, long-term debt, finance leases, and financing obligations of [removed: $53.0] [added: $34.0] billion and [removed: $34.0] [added: $17.0] billion in [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

Property and equipment acquired under finance leases was [removed: $675] [added: $642] million and [removed: $642] [added: $854] million in [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

We had no borrowings outstanding under the two unsecured revolving credit facilities or the commercial paper [removed: programs, we had $682 million of borrowings outstanding under the secured revolving credit facility, and the entire amount of the term loan has been repaid] [added: programs] as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] cash, cash equivalents, and marketable securities held by foreign subsidiaries were [removed: $4.7] [added: $6.3] billion.

Our federal tax provision included [removed: a partial] accelerated depreciation [removed: deduction election for 2021, and a full election] [added: deductions] for [removed: 2022] [added: 2022, 2023,] and [removed: 2023.][added: 2024.]

Cash paid for U.S. (federal and state) and foreign income taxes (net of refunds) totaled [removed: $6.0] [added: $11.2] billion and [removed: $11.2] [added: $12.3] billion for [removed: 2022] [added: 2023] and [removed: 2023.][added: 2024.]

As of December 31, [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] restricted cash, cash equivalents, and marketable securities were [removed: $365] [added: $503] million and [removed: $503 million.][added: $3.5 billion.]

Macroeconomic factors, including [removed: inflation, increased] [added: changes in inflation and] interest rates, [removed: significant capital market and supply chain volatility, and] global economic and geopolitical developments, [added: and the development and adoption of technologies and services, including artificial intelligence,] have direct and indirect impacts on our results of operations that are difficult to isolate and quantify.

We expect some or all of [removed: these factors] [added: them] to continue to impact our operations into Q1 [removed: 2024.][added: 2025.]

| North America | | | $ | [removed: 315,880] [added: 352,828] | | | | | $ | [removed: 352,828] [added: 387,497] | |

| International | | | [removed: 118,007] [added: 131,200] | | | | | | [removed: 131,200] [added: 142,906] | | |

| AWS | | | [removed: 80,096] [added: 90,757] | | | | | | [removed: 90,757] [added: 107,556] | | |

| Consolidated | | | $ | [removed: 513,983] [added: 574,785] | | | | | $ | [removed: 574,785] [added: 637,959] | |

| Year-over-year Percentage [removed: Growth (Decline):] [added: Growth:] | | | | | | | | | | | |

| North America | | | [removed: 13] [added: 12] | | % | | | | [removed: 12] [added: 10] | | % |

| International | | | [removed: (8)] [added: 11] | | | | | | [removed: 11] [added: 9] | | |

| AWS | | | [removed: 29] [added: 13] | | | | | | [removed: 13] [added: 19] | | |

| Consolidated | | | [removed: 9] [added: 12] | | | | | | [removed: 12] [added: 11] | | |

| International | | | [removed: 4] [added: 11] | | | | | | [removed: 11] [added: 10] | | |

| Consolidated | | | [removed: 13] [added: 12] | | | | | | [removed: 12] [added: 11] | | |

| International | | | 23 | | | | | | [removed: 23] [added: 22] | | |

| AWS | | | [removed: 16] [added: 13] | | | | | | [removed: 16] [added: 19] | | |

| | | | 2023 | | | | | | 2024 | | |

We expect cash capital expenditures to increase in 2025, primarily driven by investments in technology infrastructure.

In Q4 2024, we entered into an agreement and invested $1.3 billion in a third convertible note, and will invest an additional $2.7 billion by Q4 2025.

These could affect customer demand for our products and services, our ability to predict growth needs, expenses, and the benefits we gain from new technologies.

| | | | 2023 | | | | | | 2024 | | |

| North America | | | 12 | | % | | | | 10 | | % |

| AWS | | | 16 | | | | | | 17 | | |

Changes in foreign exchange rates reduced net sales by $2.3 billion in 2024.

The sales growth primarily reflects increased unit sales, including sales by third-party sellers, advertising sales, and subscription services.

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

| | | | 2023 | | | | | | 2024 | | |

While AWS payment

Changes in foreign exchange rates reduced technology and infrastructure costs by $244 million in 2024.

We currently expense the majority of the costs associated with the development of our satellite network for global broadband service (including production, launch, and payroll costs, and launch services deposits upon launch).

We will capitalize certain of these costs once the service achieves commercial viability, including sales to customers.

Changes in foreign exchange rates reduced sales and marketing costs by $263 million in 2024.

The decrease in general and administrative costs in 2024, compared to the prior year, is primarily due to a decrease in payroll and related expenses.

| | | | 2023 | | | | | | 2024 | | |

For more information on the operating expenses that impact segment operating income, see “Operating Expenses” and the descriptions of operating expense line item changes on pages 25 to 27, and “Note 10 — Segment Information” on page 65.

Changes in foreign exchange rates did not significantly impact operating income in 2024.

| | | | 2023 | | | | | | 2024 | | |

| | | | 2023 | | | | | | 2024 | | |

| Net cash provided by (used in) operating activities | | | $ | 84,946 | | | | | $ | 115,877 | |

| Purchases of property and equipment, net of proceeds from sales and incentives | | | (48,133) | | | | | | (77,658) | | |

| Net cash provided by (used in) investing activities | | | $ | (49,833) | | | | | $ | (94,342) | |

| Net cash provided by (used in) financing activities | | | $ | (15,879) | | | | | $ | (11,812) | |

| | | | 2023 | | | | | | 2024 | | |

| Net cash provided by (used in) operating activities | | | $ | 84,946 | | | | | $ | 115,877 | |

| Purchases of property and equipment, net of proceeds from sales and incentives | | | (48,133) | | | | | | (77,658) | | |

| Free cash flow | | | 36,813 | | | | | | 38,219 | | |

| Principal repayments of financing obligations | | | (271) | | | | | | (669) | | |

| Net cash provided by (used in) investing activities | | | $ | (49,833) | | | | | $ | (94,342) | |

| Net cash provided by (used in) financing activities | | | $ | (15,879) | | | | | $ | (11,812) | |

| Net sales | | | $ | 574,785 | | | | | $ | 71 | | | | | $ | 574,856 | | | | | $ | 637,959 | | | | | $ | 2,335 | | | | | $ | 640,294 | |

Also, as a reminder, in first quarter 2024 the impact from Leap Year added approximately $1.5 billion in net sales.

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

In addition, changes in fuel, utility, and food costs, interest rates, and economic outlook may impact customer demand and our ability to forecast consumer spending patterns.

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

Changes in foreign exchange rates positively impacted operating income by $220 million in 2023.

fulfilled, the extent to which third-party sellers utilize Fulfillment by Amazon services, timing of fulfillment network and physical store expansion, the extent we utilize fulfillment services provided by third parties, mix of products and services sold, and our ability to affect customer service contacts per unit by implementing improvements in our operations and enhancements to our customer self-service features.

General and administrative costs were $11.9 billion and $11.8 billion during 2022 and 2023, and were primarily related to payroll and related expenses and professional fees.

| Net sales | | | $ | 513,983 | | | | | $ | 15,495 | | | | | $ | 529,478 | | | | | $ | 574,785 | | | | | $ | 71 | | | | | $ | 574,856 | |

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.

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

The following table provides information about our cash equivalents and marketable debt securities, including principal cash flows by expected maturity and the related weighted-average interest rates as of December 31, [removed: 2023] [added: 2024] (in millions, except percentages):

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | Estimated Fair Value as of December 31, [removed: 2023] [added: 2024] | | |

| Money market funds | | | | | | $ | [removed: 39,160] [added: 28,282] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 39,160] [added: 28,282] | | | | | $ | [removed: 39,160] [added: 28,282] | |

| Weighted average interest rate | | | | | | [removed: 5.32] [added: 4.42] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.32] [added: 4.42] | | % | | | | | | |

| Foreign government and agency securities | | | | | | [removed: 506] [added: 151] | | | | | | [removed: —] [added: 2] | | | | | | [removed: —] [added: 27] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 506] [added: 180] | | | | | | [removed: 505] [added: 177] | | |

| Weighted average interest rate | | | | | | [removed: 5.28] [added: 4.50] | | % | | | | [removed: —] [added: 4.60] | | % | | | | [removed: —] [added: 4.31] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.28] [added: 4.48] | | % | | | | | | |

| Other debt securities | | | | | | [removed: 62] [added: 44] | | | | | | [removed: 46] [added: 8] | | | | | | [removed: —] [added: 8] | | | | | | [removed: —] [added: 8] | | | | | | — | | | | | | — | | | | | | [removed: 108] [added: 68] | | | | | | [removed: 104] [added: 67] | | |

| Cash equivalents and marketable debt securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 70,919] [added: 84,362] | |

As of December 31, [removed: 2023,] [added: 2024,] we had long-term debt with a face value of [removed: $67.2] [added: $58.0] billion, including the current portion, primarily consisting of fixed rate unsecured senior notes.

During [removed: 2023,] [added: 2024,] net sales from our International segment accounted for [removed: 23%] [added: 22%] of our consolidated revenues.

For example, as a result of fluctuations in foreign exchange rates throughout the year compared to rates in effect the prior year, International segment net sales [removed: increased] [added: decreased] by [removed: $88 million] [added: $1.8 billion] in comparison with the prior year.

Based on the balance of foreign funds as of December 31, [removed: 2023,] [added: 2024,] of [removed: $23.5] [added: $25.5] billion, an assumed 5%, 10%, and 20% adverse change to foreign exchange would result in declines of [removed: $1.2] [added: $1.3] billion, [removed: $2.3] [added: $2.6] billion, and [removed: $4.7] [added: $5.1] billion.

Based on the intercompany balances as of December 31, [removed: 2023,] [added: 2024,] an assumed 5%, 10%, and 20% adverse change to foreign exchange rates would result in losses of [removed: $320] [added: $305] million, [removed: $640] [added: $605] million, and [removed: $1.3] [added: $1.2] billion, recorded to “Other income (expense), net.”

As of December 31, [removed: 2023,] [added: 2024,] our recorded value in equity, equity warrant, and convertible debt investments in public and private companies was [removed: $9.6] [added: $22.1] billion.

Our equity and equity warrant investments in publicly traded companies, which include our equity investment in Rivian, represent [removed: $5.7] [added: $4.6] billion of our investments as of December 31, [removed: 2023,] [added: 2024,] and are recorded at fair value, which is subject to market price volatility.

| Corporate debt securities | | | | | | 47,908 | | | | | | 1,779 | | | | | | 1,086 | | | | | | 311 | | | | | | 55 | | | | | | — | | | | | | 51,139 | | | | | | 50,912 | | |

| Weighted average interest rate | | | | | | 4.65 | | % | | | | 3.48 | | % | | | | 4.49 | | % | | | | 4.65 | | % | | | | 4.83 | | % | | | | — | | % | | | | 4.60 | | % | | | | | | |

| U.S. government and agency securities | | | | | | 1,986 | | | | | | 928 | | | | | | 215 | | | | | | 65 | | | | | | 50 | | | | | | 213 | | | | | | 3,457 | | | | | | 3,401 | | |

| Weighted average interest rate | | | | | | 3.95 | | % | | | | 2.92 | | % | | | | 3.83 | | % | | | | 2.72 | | % | | | | 2.57 | | % | | | | 2.04 | | % | | | | 3.51 | | % | | | | | | |

| Asset-backed securities | | | | | | 450 | | | | | | 262 | | | | | | 195 | | | | | | 226 | | | | | | 188 | | | | | | 220 | | | | | | 1,541 | | | | | | 1,523 | | |

| Weighted average interest rate | | | | | | 3.19 | | % | | | | 4.74 | | % | | | | 4.59 | | % | | | | 4.84 | | % | | | | 3.29 | | % | | | | 3.40 | | % | | | | 3.92 | | % | | | | | | |

| Weighted average interest rate | | | | | | 0.99 | | % | | | | 4.49 | | % | | | | 4.11 | | % | | | | 4.29 | | % | | | | — | | % | | | | — | | % | | | | 2.13 | | % | | | | | | |

| | | | | | | $ | 78,821 | | | | | $ | 2,979 | | | | | $ | 1,531 | | | | | $ | 610 | | | | | $ | 293 | | | | | $ | 433 | | | | | $ | 84,667 | | | | | | | |

We record our available-for-sale convertible debt investments in private companies at fair value, which primarily relate to Anthropic, PBC.

| 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 | | % | | | | | | |

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

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

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

Our current and potential competitors include: (1) physical, e-commerce, and omnichannel retailers, publishers, vendors, distributors, manufacturers, and producers of the products we offer and sell to consumers and businesses; (2) publishers, producers, and distributors of physical, digital, and interactive media of all types and all distribution channels; (3) web search engines, comparison shopping websites, social networks, web portals, [added: virtual assistants,] and other online and app-based means of discovering, using, or acquiring goods and services, either directly or in collaboration with other retailers; (4) companies that provide e-commerce services, including website development and hosting, omnichannel sales, inventory and supply chain management, advertising, fulfillment, customer service, and payment processing; (5) companies that provide fulfillment and logistics services for themselves or for third parties, whether online or offline; (6) companies that provide information technology services or products, including on-premises or cloud-based [removed: infrastructure] [added: infrastructure, tools] and [added: services relating to artificial intelligence, and] other services; (7) companies that design, manufacture, market, or sell consumer electronics, [removed: telecommunication,] [added: communications,] and [added: other] electronic [removed: devices;] [added: devices and services;] (8) companies that sell grocery products online and in physical stores; [removed: and] (9) companies that provide advertising services, whether in digital or other [removed: formats.][added: formats; and (10) providers of virtual or in-person healthcare services.]

As of December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 1,525,000] [added: 1,556,000] full-time and part-time employees.

We rely on numerous and evolving initiatives to implement [removed: these objectives] [added: this objective] 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 (education funding for eligible [removed: employees) and the Amazon Technical Academy (software development engineer training).][added: employees).]

Over [removed: 175,000] [added: 240,000] Amazon employees around the world have participated in Career Choice.

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

The following tables set forth certain information regarding our Executive Officers and Directors as of January [removed: 24, 2024:][added: 29, 2025:]

| Jeffrey P. Bezos | | | | | | [removed: 60] [added: 61] | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | [removed: 56] [added: 57] | | | | | | President and Chief Executive Officer | | |

| Douglas J. Herrington | | | | | | [removed: 57] [added: 58] | | | | | | CEO Worldwide Amazon Stores | | |

| Brian T. Olsavsky | | | | | | [removed: 60] [added: 61] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Shelley L. Reynolds | | | | | | [removed: 59] [added: 60] | | | | | | Vice President, Worldwide Controller, and Principal Accounting Officer | | |

| [removed: Adam N. Selipsky] [added: Matthew S. Garman] | | | | | | [removed: 57] [added: 48] | | | | | | CEO Amazon Web Services | | |

| David A. Zapolsky | | | | | | [removed: 60] [added: 61] | | | | | | Senior Vice President, Global Public Policy and General Counsel | | |

[removed: Selipsky.] [added: Garman.] Mr. [removed: Selipsky] [added: Garman] has served as CEO Amazon Web Services since [removed: July 2021,] [added: June 2024,] Senior Vice President, Amazon Web Services from [removed: May] [added: February] 2021 until [removed: July 2021, President and CEO of Tableau Software from September 2016 until May 2021, and] [added: June 2024,] Vice President, Marketing, Sales and Support of Amazon Web Services from [removed: May 2005] [added: January 2020] to [added: February 2021, Vice President, AWS Compute Services from] September [removed: 2016.][added: 2018 to January 2020, and Vice President, EC2 from December 2012 to September 2018.]

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

He served as [added: our Secretary from September 2012 to January 2024,] Senior Vice President and General Counsel from May 2014 to May 2023, Vice President and 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: 72] [added: 73] | | | | | | [added: Former] Chair [added: and CEO] of IronNet, Inc. | | |

| Edith W. Cooper | | | | | | [removed: 62] [added: 63] | | | | | | Former Executive Vice President, Goldman Sachs Group, Inc. | | |

| Jamie S. Gorelick | | | | | | [removed: 73] [added: 74] | | | | | | Partner, Wilmer Cutler Pickering Hale and Dorr LLP | | |

| Daniel P. Huttenlocher | | | | | | [removed: 65] [added: 66] | | | | | | Dean, MIT Schwarzman College of Computing | | |

| Indra K. Nooyi | | | | | | [removed: 68] [added: 69] | | | | | | Former Chair and CEO, PepsiCo, Inc. | | |

| Jonathan J. Rubinstein | | | | | | [removed: 67] [added: 68] | | | | | | Former co-CEO, Bridgewater Associates, LP | | |

| Brad D. Smith | | | | | | [removed: 59] [added: 60] | | | | | | President, Marshall University | | |

| Patricia Q. Stonesifer | | | | | | [removed: 67] [added: 68] | | | | | | Former President and Chief Executive Officer, Martha’s Table | | |

| Wendell P. Weeks | | | | | | [removed: 64] [added: 65] | | | | | | Chairman and CEO, Corning Incorporated | | |

We strive to be Earth’s best employer.

Matthew S.

| Jeffrey P. Bezos | | | | | | 61 | | | | | | Executive Chair | | |

| Andrew R. Jassy | | | | | | 57 | | | | | | President and Chief Executive Officer | | |

| Andrew Y. Ng | | | | | | 48 | | | | | | Managing General Partner, AI Fund, L.P. | | |

As we strive to be Earth’s best employer, we focus on investment and innovation, inclusion and diversity, safety, and engagement to hire and develop the best talent.

Adam N.

| Judith A. McGrath | | | | | | 71 | | | | | | Former Chair and CEO, MTV Networks | | |

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2023] [added: 2024] | | | $ | [removed: 1,183,684,965,587] [added: 1,815,014,489,485] | |

| Number of shares of common stock outstanding as of January [removed: 24, 2024] [added: 29, 2025] | | | [removed: 10,387,381,291] [added: 10,597,729,352] | | |

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: 2024,] [added: 2025,] 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](#i9b49001f922340eeba23291553f14c70_13)] [added: [Business](#i8a64c58a8ced4ccaa47e02e81fab0039_13)] | | | [removed: [3](#i9b49001f922340eeba23291553f14c70_13)] [added: [3](#i8a64c58a8ced4ccaa47e02e81fab0039_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i9b49001f922340eeba23291553f14c70_16)] [added: Factors](#i8a64c58a8ced4ccaa47e02e81fab0039_16)] | | | [removed: [6](#i9b49001f922340eeba23291553f14c70_16)] [added: [6](#i8a64c58a8ced4ccaa47e02e81fab0039_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i9b49001f922340eeba23291553f14c70_19)] [added: Comments](#i8a64c58a8ced4ccaa47e02e81fab0039_19)] | | | [removed: [16](#i9b49001f922340eeba23291553f14c70_19)] [added: [16](#i8a64c58a8ced4ccaa47e02e81fab0039_19)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i9b49001f922340eeba23291553f14c70_2817)] [added: [Cybersecurity](#i8a64c58a8ced4ccaa47e02e81fab0039_22)] | | | [removed: [16](#i9b49001f922340eeba23291553f14c70_2817)] [added: [17](#i8a64c58a8ced4ccaa47e02e81fab0039_22)] | | |

| Item 2. | | | [removed: [Properties](#i9b49001f922340eeba23291553f14c70_22)] [added: [Properties](#i8a64c58a8ced4ccaa47e02e81fab0039_25)] | | | [removed: [18](#i9b49001f922340eeba23291553f14c70_22)] [added: [18](#i8a64c58a8ced4ccaa47e02e81fab0039_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i9b49001f922340eeba23291553f14c70_25)] [added: Proceedings](#i8a64c58a8ced4ccaa47e02e81fab0039_28)] | | | [removed: [18](#i9b49001f922340eeba23291553f14c70_25)] [added: [18](#i8a64c58a8ced4ccaa47e02e81fab0039_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i9b49001f922340eeba23291553f14c70_28)] [added: Disclosures](#i8a64c58a8ced4ccaa47e02e81fab0039_31)] | | | [removed: [18](#i9b49001f922340eeba23291553f14c70_28)] [added: [18](#i8a64c58a8ced4ccaa47e02e81fab0039_31)] | | |

| Item 5. | | | [Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity [removed: Securities](#i9b49001f922340eeba23291553f14c70_34)] [added: Securities](#i8a64c58a8ced4ccaa47e02e81fab0039_37)] | | | [removed: [19](#i9b49001f922340eeba23291553f14c70_34)] [added: [19](#i8a64c58a8ced4ccaa47e02e81fab0039_37)] | | |

| Item 6. | | | [removed: [Reserved](#i9b49001f922340eeba23291553f14c70_40)] [added: [Reserved](#i8a64c58a8ced4ccaa47e02e81fab0039_43)] | | | [removed: [19](#i9b49001f922340eeba23291553f14c70_40)] [added: [19](#i8a64c58a8ced4ccaa47e02e81fab0039_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i9b49001f922340eeba23291553f14c70_46)] [added: Operations](#i8a64c58a8ced4ccaa47e02e81fab0039_49)] | | | [removed: [20](#i9b49001f922340eeba23291553f14c70_46)] [added: [20](#i8a64c58a8ced4ccaa47e02e81fab0039_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9b49001f922340eeba23291553f14c70_94)] [added: Risk](#i8a64c58a8ced4ccaa47e02e81fab0039_100)] | | | [removed: [32](#i9b49001f922340eeba23291553f14c70_94)] [added: [31](#i8a64c58a8ced4ccaa47e02e81fab0039_100)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9b49001f922340eeba23291553f14c70_106)] [added: Data](#i8a64c58a8ced4ccaa47e02e81fab0039_112)] | | | [removed: [34](#i9b49001f922340eeba23291553f14c70_106)] [added: [33](#i8a64c58a8ced4ccaa47e02e81fab0039_112)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i9b49001f922340eeba23291553f14c70_337)] [added: Disclosure](#i8a64c58a8ced4ccaa47e02e81fab0039_349)] | | | [removed: [71](#i9b49001f922340eeba23291553f14c70_337)] [added: [70](#i8a64c58a8ced4ccaa47e02e81fab0039_349)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i9b49001f922340eeba23291553f14c70_340)] [added: Procedures](#i8a64c58a8ced4ccaa47e02e81fab0039_352)] | | | [removed: [71](#i9b49001f922340eeba23291553f14c70_340)] [added: [70](#i8a64c58a8ced4ccaa47e02e81fab0039_352)] | | |

| Item 9B. | | | [Other [removed: Information](#i9b49001f922340eeba23291553f14c70_346)] [added: Information](#i8a64c58a8ced4ccaa47e02e81fab0039_358)] | | | [removed: [73](#i9b49001f922340eeba23291553f14c70_346)] [added: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_358)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i9b49001f922340eeba23291553f14c70_352)] [added: Inspections](#i8a64c58a8ced4ccaa47e02e81fab0039_364)] | | | [removed: [73](#i9b49001f922340eeba23291553f14c70_352)] [added: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_364)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i9b49001f922340eeba23291553f14c70_358)] [added: Governance](#i8a64c58a8ced4ccaa47e02e81fab0039_370)] | | | [removed: [73](#i9b49001f922340eeba23291553f14c70_358)] [added: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_370)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i9b49001f922340eeba23291553f14c70_361)] [added: Compensation](#i8a64c58a8ced4ccaa47e02e81fab0039_373)] | | | [removed: [73](#i9b49001f922340eeba23291553f14c70_361)] [added: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_373)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i9b49001f922340eeba23291553f14c70_364)] [added: Matters](#i8a64c58a8ced4ccaa47e02e81fab0039_376)] | | | [removed: [73](#i9b49001f922340eeba23291553f14c70_364)] [added: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_376)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9b49001f922340eeba23291553f14c70_367)] [added: Independence](#i8a64c58a8ced4ccaa47e02e81fab0039_379)] | | | [removed: [74](#i9b49001f922340eeba23291553f14c70_367)] [added: [72](#i8a64c58a8ced4ccaa47e02e81fab0039_379)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i9b49001f922340eeba23291553f14c70_370)] [added: Services](#i8a64c58a8ced4ccaa47e02e81fab0039_382)] | | | [removed: [74](#i9b49001f922340eeba23291553f14c70_370)] [added: [73](#i8a64c58a8ced4ccaa47e02e81fab0039_382)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i9b49001f922340eeba23291553f14c70_376)] [added: Schedules](#i8a64c58a8ced4ccaa47e02e81fab0039_388)] | | | [removed: [75](#i9b49001f922340eeba23291553f14c70_376)] [added: [74](#i8a64c58a8ced4ccaa47e02e81fab0039_388)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i9b49001f922340eeba23291553f14c70_379)] [added: Summary](#i8a64c58a8ced4ccaa47e02e81fab0039_391)] | | | [removed: [77](#i9b49001f922340eeba23291553f14c70_379)] [added: [76](#i8a64c58a8ced4ccaa47e02e81fab0039_391)] | | |

For the Fiscal Year Ended December 31, 2024

| [Signatures](#i8a64c58a8ced4ccaa47e02e81fab0039_394) | | | | | | [77](#i8a64c58a8ced4ccaa47e02e81fab0039_394) | | |

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

[added: 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.

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 [removed: Breaches,”] [added: Incidents,”] which should be read in conjunction with the information above.

These include a wide variety of

As of December 31, [removed: 2023,] [added: 2024,] we operated the following facilities (in thousands):

| Office space | | | | | | [removed: 29,655] [added: 29,551] | | | | | | [removed: 9,222] [added: 9,104] | | | | | | North America | | |

| Office space | | | | | | [removed: 24,528] [added: 23,771] | | | | | | 1,802 | | | | | | International | | |

| Physical stores (2) | | | | | | [removed: 22,871] [added: 23,975] | | | | | | 707 | | | | | | North America | | |

| Physical stores (2) | | | | | | [removed: 255] [added: 222] | | | | | | — | | | | | | International | | |

| Fulfillment, data centers, and other | | | | | | [removed: 413,017] [added: 448,168] | | | | | | [removed: 25,630] [added: 36,869] | | | | | | North America | | |

| Fulfillment, data centers, and other | | | | | | [removed: 173,765] [added: 176,287] | | | | | | [removed: 14,802] [added: 18,958] | | | | | | International | | |

(2)This includes [removed: 600] [added: 618] North America and [removed: 28] [added: 27] International stores as of December 31, [removed: 2023.][added: 2024.]

| Total | | | | | | 701,974 | | | | | | 67,440 | | | | | | | | |

| North America | | | | | | 457,104 | | | | | | 20,741 | | |

| International | | | | | | 166,673 | | | | | | 11,741 | | |

| AWS | | | | | | 24,875 | | | | | | 24,052 | | |

| Total | | | | | | 648,652 | | | | | | 56,534 | | |

| 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 | | |

As of January [removed: 24, 2024,] [added: 29, 2025,] there were [removed: 11,656] [added: 12,135] shareholders of record of our common stock, although there is a much larger number of beneficial owners.

| [Report [removed: of](#i9b49001f922340eeba23291553f14c70_109)] [added: of](#i8a64c58a8ced4ccaa47e02e81fab0039_115)] Ernst & Young LLP[, Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i9b49001f922340eeba23291553f14c70_109) 42[)](#i9b49001f922340eeba23291553f14c70_109)] [added: ID:](#i8a64c58a8ced4ccaa47e02e81fab0039_115) 42[)](#i8a64c58a8ced4ccaa47e02e81fab0039_115)] | | | [removed: [35](#i9b49001f922340eeba23291553f14c70_109)] [added: [34](#i8a64c58a8ced4ccaa47e02e81fab0039_115)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i9b49001f922340eeba23291553f14c70_112)] [added: Flows](#i8a64c58a8ced4ccaa47e02e81fab0039_118)] | | | [removed: [37](#i9b49001f922340eeba23291553f14c70_112)] [added: [36](#i8a64c58a8ced4ccaa47e02e81fab0039_118)] | | |

| [Consolidated Statements of [removed: Operations](#i9b49001f922340eeba23291553f14c70_115)] [added: Operations](#i8a64c58a8ced4ccaa47e02e81fab0039_121)] | | | [removed: [38](#i9b49001f922340eeba23291553f14c70_115)] [added: [37](#i8a64c58a8ced4ccaa47e02e81fab0039_121)] | | |

| [Consolidated Statements of [removed: Comprehensive](#i9b49001f922340eeba23291553f14c70_118)] [added: Comprehensive](#i8a64c58a8ced4ccaa47e02e81fab0039_124)] Income (Loss) | | | [removed: [39](#i9b49001f922340eeba23291553f14c70_118)] [added: [38](#i8a64c58a8ced4ccaa47e02e81fab0039_124)] | | |

| [Consolidated Balance [removed: Sheets](#i9b49001f922340eeba23291553f14c70_121)] [added: Sheets](#i8a64c58a8ced4ccaa47e02e81fab0039_127)] | | | [removed: [40](#i9b49001f922340eeba23291553f14c70_121)] [added: [39](#i8a64c58a8ced4ccaa47e02e81fab0039_127)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i9b49001f922340eeba23291553f14c70_124)] [added: Equity](#i8a64c58a8ced4ccaa47e02e81fab0039_130)] | | | [removed: [41](#i9b49001f922340eeba23291553f14c70_124)] [added: [40](#i8a64c58a8ced4ccaa47e02e81fab0039_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9b49001f922340eeba23291553f14c70_127)] [added: Statements](#i8a64c58a8ced4ccaa47e02e81fab0039_133)] | | | [removed: [42](#i9b49001f922340eeba23291553f14c70_127)] [added: [41](#i8a64c58a8ced4ccaa47e02e81fab0039_133)] | | |

We have audited the accompanying consolidated balance sheets of Amazon.com, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 1, 2024] [added: 6, 2025] 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: 2023,] [added: 2024,] the Company reported accrued liabilities of [removed: $5.2] [added: $6.5] 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: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | | | $ | [removed: 42,377] [added: 36,477] | | | | | $ | [removed: 36,477] [added: 54,253] | | | | | $ | [removed: 54,253] [added: 73,890] | |

| Net income (loss) | | | [removed: 33,364] [added: (2,722)] | | | | | | [removed: (2,722)] [added: 30,425] | | | | | | [removed: 30,425] [added: 59,248] | | |

| Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other | | | [removed: 34,433] [added: 41,921] | | | | | | [removed: 41,921] [added: 48,663] | | | | | | [removed: 48,663] [added: 52,795] | | |

| Stock-based compensation | | | [removed: 12,757] [added: 19,621] | | | | | | [removed: 19,621] [added: 24,023] | | | | | | [removed: 24,023] [added: 22,011] | | |

| Non-operating expense (income), net | | | [removed: (14,306)] [added: 16,966] | | | | | | [removed: 16,966] [added: (748)] | | | | | | [removed: (748)] [added: 2,012] | | |

| Deferred income taxes | | | [removed: (310)] [added: (8,148)] | | | | | | [removed: (8,148)] [added: (5,876)] | | | | | | [removed: (5,876)] [added: (4,648)] | | |

| Inventories | | | [removed: (9,487)] [added: (2,592)] | | | | | | [removed: (2,592)] [added: 1,449] | | | | | | [removed: 1,449] [added: (1,884)] | | |

| Accounts receivable, net and other | | | [removed: (9,145)] [added: (8,622)] | | | | | | [removed: (8,622)] [added: (8,348)] | | | | | | [removed: (8,348)] [added: (3,249)] | | |

| Other assets | | | [removed: (9,018)] [added: (13,275)] | | | | | | [removed: (13,275)] [added: (12,265)] | | | | | | [removed: (12,265)] [added: (14,483)] | | |

| Accounts payable | | | [removed: 3,602] [added: 2,945] | | | | | | [removed: 2,945] [added: 5,473] | | | | | | [removed: 5,473] [added: 2,972] | | |

| Accrued expenses and other | | | [removed: 2,123] [added: (1,558)] | | | | | | [removed: (1,558)] [added: (2,428)] | | | | | | [removed: (2,428)] [added: (2,904)] | | |

| Unearned revenue | | | [removed: 2,314] [added: 2,216] | | | | | | [removed: 2,216] [added: 4,578] | | | | | | [removed: 4,578] [added: 4,007] | | |

| Net cash provided by (used in) operating activities | | | [removed: 46,327] [added: 46,752] | | | | | | [removed: 46,752] [added: 84,946] | | | | | | [removed: 84,946] [added: 115,877] | | |

| Purchases of property and equipment | | | [removed: (61,053)] [added: (63,645)] | | | | | | [removed: (63,645)] [added: (52,729)] | | | | | | [removed: (52,729)] [added: (82,999)] | | |

| Proceeds from property and equipment sales and incentives | | | [removed: 5,657] [added: 5,324] | | | | | | [removed: 5,324] [added: 4,596] | | | | | | [removed: 4,596] [added: 5,341] | | |

| Acquisitions, net of cash acquired, non-marketable investments, and other | | | [removed: (1,985)] [added: (8,316)] | | | | | | [removed: (8,316)] [added: (5,839)] | | | | | | [removed: (5,839)] [added: (7,082)] | | |

| Sales and maturities of marketable securities | | | [removed: 59,384] [added: 31,601] | | | | | | [removed: 31,601] [added: 5,627] | | | | | | [removed: 5,627] [added: 16,403] | | |

| Purchases of marketable securities | | | [removed: (60,157)] [added: (2,565)] | | | | | | [removed: (2,565)] [added: (1,488)] | | | | | | [removed: (1,488)] [added: (26,005)] | | |

| Net cash provided by (used in) investing activities | | | [removed: (58,154)] [added: (37,601)] | | | | | | [removed: (37,601)] [added: (49,833)] | | | | | | [removed: (49,833)] [added: (94,342)] | | |

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

| Proceeds from short-term debt, and other | | | [removed: 7,956] [added: 41,553] | | | | | | [removed: 41,553] [added: 18,129] | | | | | | [removed: 18,129] [added: 5,142] | | |

| Repayments of short-term debt, and other | | | [removed: (7,753)] [added: (37,554)] | | | | | | [removed: (37,554)] [added: (25,677)] | | | | | | [removed: (25,677)] [added: (5,060)] | | |

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

| Repayments of long-term debt | | | [removed: (1,590)] [added: (1,258)] | | | | | | [removed: (1,258)] [added: (3,676)] | | | | | | [removed: (3,676)] [added: (9,182)] | | |

| Principal repayments of finance leases | | | [removed: (11,163)] [added: (7,941)] | | | | | | [removed: (7,941)] [added: (4,384)] | | | | | | [removed: (4,384)] [added: (2,043)] | | |

| Principal repayments of financing obligations | | | [removed: (162)] [added: (248)] | | | | | | [removed: (248)] [added: (271)] | | | | | | [removed: (271)] [added: (669)] | | |

| Net cash provided by (used in) financing activities | | | [removed: 6,291] [added: 9,718] | | | | | | [removed: 9,718] [added: (15,879)] | | | | | | [removed: (15,879)] [added: (11,812)] | | |

| Foreign currency effect on cash, cash equivalents, and restricted cash | | | [removed: (364)] [added: (1,093)] | | | | | | [removed: (1,093)] [added: 403] | | | | | | [removed: 403] [added: (1,301)] | | |

February 6, 2025

| Net income (loss) | | | $ | (2,722) | | | | | $ | 30,425 | | | | | $ | 59,248 | |

| | | | 2023 | | | | | | 2024 | | |

| Balance as of December 31, 2024 | | | 10,593 | | | | | | $ | 111 | | | | | $ | (7,837) | | | | | $ | 120,864 | | | | | $ | (34) | | | | | $ | 172,866 | | | | | $ | 285,970 | |

We review the useful lives of equipment on an ongoing basis.

In Q4 2024, we completed a useful life study for certain types of heavy equipment and are increasing the useful life from ten years to thirteen years for such equipment effective January 1, 2025.

Based on heavy equipment included in “Property and equipment, net” as of December 31, 2024, we estimate an increase in 2025 operating income of approximately $0.9 billion, which will be recorded primarily in “Fulfillment” and impact our North America and International segments.

We completed our most recent servers and networking equipment useful life study in Q4 2024, and are changing the useful lives of a subset of our servers and networking equipment, effective January 1, 2025, from six years to five years.

We expect to continue to acquire more of these server and networking assets in 2025.

In 2024, we also determined, primarily in the fourth quarter, to retire early certain of our servers and networking equipment.

We recorded approximately $920 million of accelerated depreciation and related charges for the quarter ended December 31, 2024 related to these decisions.

The accelerated depreciation will continue into 2025 and decrease operating income by approximately $0.6 billion in 2025.

These two changes above are due to an increased pace of technology development, particularly in the area of artificial intelligence and machine learning.

The effect of this change for the year ended December 31, 2024, based on servers that were included in “Property and equipment,

net” as of December 31, 2023 and those acquired during the year ended December 31, 2024, was a reduction in depreciation and amortization expense of $3.2 billion and a benefit to net income of $2.5 billion, or $0.23 per basic share and $0.23 per diluted share.

These server and networking equipment useful life changes primarily impact our AWS segment.

| | | | 2022 | | | | | | 2023 | | | | | | 2024 | | |

| | | | 2022 | | | | | | 2023 | | | | | | 2024 | | |

| | | | 2022 | | | | | | 2023 | | | | | | 2024 | | |

Prepaid expenses and other current assets, which include amounts related to non-income taxes and satellite network launch services deposits, were $5.4 billion and $6.3 billion as of December 31, 2023 and December 31, 2024.

We currently expense satellite network launch services deposits upon launch to “Technology and infrastructure.”

prior to January 1, 2024 and six years subsequent to January 1, 2024 for our servers, six years for our networking equipment, ten years for heavy equipment, and three to ten years for other fulfillment equipment).

Non-Marketable Investments

Upon conversion, the amount of the notes reported at fair value are reclassified generally from available-for-sale to equity investments accounted for at cost, with any associated unrealized gain or loss reclassified from “Accumulated other comprehensive income (loss)” to “Other income (expense), net” on our consolidated statements of operations.

In Q4 2024, we entered into an agreement and invested $1.3 billion in a third convertible note, and will invest an additional $2.7 billion by Q4 2025.

The notes are classified as available-for-sale and are classified as Level 3 assets, and as of December 31, 2024 had an estimated fair value of approximately $13.8 billion.

In making these estimates, we utilized valuation methods based on information available, including the rights and obligations of the convertible notes, other outstanding classes of securities, observable transactions such as new securities offerings, estimates of expected time to and type of liquidity events and anticipated securities offerings, and discounts for lack of marketability.

Subsequent to December 31, 2024, a portion of the notes were converted to nonvoting preferred stock.

As a result of this conversion, a significant portion of the unrealized gain associated with the notes as of December 31, 2024 was reclassified and

a gain will be recorded in “Other income (expense), net” in our Q1 2025 consolidated statement of operations.

As of December 31, 2023 and 2024, these investments had a carrying value of $614 million and $1.2 billion.

These non-marketable investments are included within “Other assets” on our consolidated balance sheets.

Certain of our investments represent a variable interest in an entity.

We do not consolidate the entities in which we hold these investments because we are not the primary beneficiary.

Increases to our reserves driven by

We expect to adopt the ASU on a retroactive basis.

In November 2024, the FASB issued an ASU amending existing income statement disclosure guidance, primarily requiring more detailed disclosure for expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The amendments can be applied on either a prospective or retroactive basis.

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

February 1, 2024

| | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | |

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

| Balance as of January 1, 2021 | | | 10,066 | | | | | | $ | 105 | | | | | $ | (1,837) | | | | | $ | 42,765 | | | | | $ | (180) | | | | | $ | 52,551 | | | | | $ | 93,404 | |

Prior Period Reclassifications

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

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

Required summarized financial information of Rivian as disclosed in its most recent SEC filings is as follows (in millions):

| | | | Year Ended December 31, 2021 | | | | | | Year Ended December 31, 2022 | | | | | | Nine Months Ended September 30, 2023 | | |

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

| Gross profit | | | (465) | | | | | | (3,123) | | | | | | (1,424) | | |

| Loss from operations | | | (4,220) | | | | | | (6,856) | | | | | | (4,158) | | |

| Net loss | | | (4,688) | | | | | | (6,752) | | | | | | (3,911) | | |

| Total current assets | | | $ | 13,130 | | | | | $ | 12,086 | |

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

| Total current liabilities | | | 2,424 | | | | | | 2,624 | | |

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

We did not hold significant amounts of marketable securities categorized as Level 3 assets as of December 31, 2022 and 2023.

We hold equity warrants giving us the right to acquire stock of other companies.

We also have firm, non-cancellable commitments for certain products offered in our Whole Foods Market stores.

Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory.

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

Investments

Equity investments in private companies for which we do not have the ability to exercise significant influence are accounted for at cost, with adjustments for observable changes in prices or impairments, with adjustments recognized in “Other income (expense), net” on our consolidated statements of operations.

2023.

| | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Cash | | | $ | 10,666 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,666 | |

| Corporate debt securities | | | 23,111 | | | | | | — | | | | | | (484) | | | | | | 22,627 | | |

| Asset-backed securities | | | 2,721 | | | | | | — | | | | | | (149) | | | | | | 2,572 | | |

| | | | $ | 67,484 | | | | | $ | — | | | | | $ | (802) | | | | | $ | 70,391 | |

| | | | December 31, 2022 | | | | | | | | | | | | | | |

| Gross lease liabilities | | | $ | 81,273 | | | | | $ | 18,019 | | | | | $ | 99,292 | |

| Less: imputed interest | | | (12,233) | | | | | | (2,236) | | | | | | (14,469) | | |

During 2021, we acquired certain companies for an aggregate purchase price of $496 million, net of cash acquired.

In addition, in August 2022, we entered into an agreement to acquire iRobot Corporation, as amended in July 2023, for approximately $1.7 billion, including its debt, subject to customary closing conditions.

In January 2024, we and iRobot agreed to terminate the transaction.

| Goodwill - January 1, 2022 | | | $ | 12,758 | | | | | $ | 1,327 | | | | | $ | 1,286 | | | | | $ | 15,371 | |

| New acquisitions | | | 3,943 | | | | | | 1,054 | | | | | | — | | | | | | 4,997 | | |

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: 2023.][added: 2024.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Amazon.com, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024,] and the related notes and our report dated February [removed: 1, 2024] [added: 6, 2025] expressed an unqualified opinion thereon.

February 6, 2025

February 1, 2024

On November [removed: 3, 2023, Jonathan Rubinstein, Director,] [added: 7, 2024, Shelley Reynolds, Vice President, Worldwide Controller,] adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 22,953] [added: 16,938] shares of Amazon.com, Inc. common stock over a period ending on [removed: February 9, 2026,] [added: November 29, 2025,] subject to certain conditions.

On November [removed: 6, 2023,] [added: 7, 2024,] Douglas Herrington, CEO Worldwide Amazon Stores, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 130,162] [added: 158,970] shares of Amazon.com, Inc. common stock over a period ending on December 31, [removed: 2024,] [added: 2025,] subject to certain conditions.

On November [removed: 8, 2023, Jeffrey Bezos, our founder] [added: 18, 2024, Andrew Jassy, President] and [added: Chief] Executive [removed: Chair,] [added: Officer,] adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 50,000,000] [added: 80,400] shares of Amazon.com, Inc. common stock over a period ending on [removed: January] [added: December] 31, 2025, subject to certain conditions.

On November [removed: 13, 2023, Shelley Reynolds,] [added: 11, 2024, Brian Olsavsky, Senior] Vice [removed: President, Worldwide Controller,] [added: President and Chief Financial Officer,] adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to [removed: 11,200] [added: 32,370] shares of Amazon.com, Inc. common stock over a period ending on [removed: November 29, 2024,] [added: May 30, 2025,] subject to certain conditions.

On November [removed: 13, 2023,] [added: 12, 2024,] 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 [removed: 48,480] [added: 87,070] shares of Amazon.com, Inc. common stock over a period ending on December 31, [removed: 2024,] [added: 2025,] 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.

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: 2024] [added: 2025] Annual Meeting of Shareholders, and is incorporated herein by reference.

Information relating to our Code of Business Conduct and [removed: Ethics] [added: Ethics, insider trading policies and procedures,] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2023][added: 2024]

Consolidated Statements of Operations for each of the three years ended December 31, [removed: 2023][added: 2024]

Consolidated Statements of Comprehensive Income (Loss) for each of the three years ended December 31, [removed: 2023][added: 2024]

Consolidated Balance Sheets as of December 31, [removed: 2022 and] 2023 [added: and 2024]

Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, [removed: 2023][added: 2024]

| 3.2 | | | | | | [Amended and Restated Bylaws of Amazon.com, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K, filed [removed: January 6, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000119312523003621/d441973dex32.htm)] [added: May 3, 2024).](https://www.sec.gov/Archives/edgar/data/1018724/000110465924057026/tm2413032d1_ex3-2.htm)] | | |

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

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

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

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

| 10.4† | | | | | | [Form of Restricted Stock Unit Agreement for Officers and Employees (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/1018724/000095014903000355/v87419orexv10w12.htm)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/1018724/000095014903000355/v87419orexv10w12.htm)] | | |

| 10.5† | | | | | | [Form of Restricted Stock Unit Agreement for Directors (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, [removed: 2002).](http://www.sec.gov/Archives/edgar/data/1018724/000095014903000355/v87419orexv10w13.htm)] [added: 2002).](https://www.sec.gov/Archives/edgar/data/1018724/000095014903000355/v87419orexv10w13.htm)] | | |

| 10.6† | | | | | | [Form of Restricted Stock Agreement (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, [removed: 2001).](http://www.sec.gov/Archives/edgar/data/1018724/000103221002000059/dex1016.htm)] [added: 2001).](https://www.sec.gov/Archives/edgar/data/1018724/000103221002000059/dex1016.htm)] | | |

| 10.7† | | | | | | [Form of Global Restricted Stock Unit Award Agreement for Executive [removed: Officers.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex107.htm)] [added: Officers (incorporated by reference to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex107.htm)] | | |

| 10.8 | | | | | | [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)] | | |

| 10.9 | | | | | | [removed: [Five-Year] [added: [364-Day] Revolving Credit Agreement, dated as of [removed: November 1, 2023,] [added: October 30, 2024,] among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K, filed November 1, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000110465923113444/tm2329405d1_ex10-1.htm)] [added: 10-Q for the Quarter ended September 30, 2024).](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000161/amzn-20240930xex101.htm)] | | |

| 21.1 | | | | | | [List of Significant [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex211.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex211.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex231.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/1018724/000101872424000008/amzn-20231231xex311.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex311.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/1018724/000101872424000008/amzn-20231231xex312.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex312.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/1018724/000101872424000008/amzn-20231231xex321.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex321.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/1018724/000101872424000008/amzn-20231231xex322.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex322.htm)] | | |

| [removed: 97.1] [added: 19.1] | | | | | | [Amazon.com, Inc. [removed: Clawback Policy.](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex971.htm)] [added: Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1018724/000101872425000004/amzn-20241231xex191.htm)] | | |

| 101 | | | | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] formatted in Inline XBRL (included as Exhibit 101). | | |

| 97.1 | | | | | | [Amazon.com, Inc. Clawback Policy (incorporated by reference to the Company's Annual Report on Form 10-K for the Year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000101872424000008/amzn-20231231xex971.htm) | | |

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| 10.10 | | | | | | [364-Day Revolving Credit Agreement, dated as of November 1, 2023, among Amazon.com, Inc., Citibank N.A., as administrative agent, and the lenders party thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 1, 2023).](https://www.sec.gov/Archives/edgar/data/1018724/000110465923113444/tm2329405d1_ex10-2.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: 1, 2024.][added: 6, 2025.]

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: 1, 2024.][added: 6, 2025.]

| /s/ Andrew Y. Ng | | | | | | | | |

| Andrew Y. Ng | | | | | | Director | | |

| /s/ Judith A. McGrath | | | | | | | | |

| Judith A. McGrath | | | | | | Director | | |