AMAZON.COM, INC.

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 10-Q

(Mark One)

____________________________________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

.

Commission File No. 000-22513

____________________________________

, INC.

(Exact name of registrant as specified in its charter) ____________________________________

Delaware

(State or other jurisdiction of incorporation or organization)

91-1646860

(I.R.S. Employer Identification No.)

410 Terry Avenue North, Seattle, Washington 98109-5210 (206) 266-1000

(Address and telephone number, including area code, of registrant's principal executive offices)

Title of Each Class

Common Stock, par value $.01 per share

Securities registered pursuant to Section 12(b) of the Act:

Trading Symbol(s)

AMZN

Name of Each Exchange on Which Registered

Nasdaq Global Select Market

____________________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

506,440,520 shares of common stock, par value $0.01 per share, outstanding as of July 21, 2021

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Item 1.

Item 2. Item 3. Item 4.

Item 1. Item 1A. Item 2. Item 3. Item 4. Item 5. Item 6. Signatures

, INC. FORM 10-Q

For the Quarterly Period Ended June 30, 2021 INDEX

PART I. FINANCIAL INFORMATION Financial Statements

Consolidated Statements of Cash Flows Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Balance Sheets Notes to Consolidated Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Controls and Procedures

PART II. OTHER INFORMATION Legal Proceedings Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds Defaults Upon Senior Securities Mine Safety Disclosures Other Information Exhibits

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3 3 4 5 6 7 19 31 32

33 33 43 43 43 43 44 45

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Item 1.

Financial Statements

PART I. FINANCIAL INFORMATION

, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

Twelve Months Ended June 30,

2020

2021

2020

2021

2020

2021

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD OPERATING ACTIVITIES:

$ 27,505 $ 34,155 $ 36,410 $ 42,377 $ 22,965 $ 37,842

Net income

5,243

7,778

7,778

15,885

13,180

29,438

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization of property and equipment and capitalized content costs, operating lease assets, and other

5,748

8,038

11,110

15,546

22,843

29,687

Stock-based compensation

2,601

3,591

4,358

5,897

7,977

10,747

Other operating expense (income), net

282

18

348

48

445

(372)

Other expense (income), net

(769)

(1,258)

(204)

(2,714)

(310)

(5,092)

Deferred income taxes

465

701

787

2,404

1,063

1,063

Changes in operating assets and liabilities:

Inventories

(672)

(209)

720

(513)

(1,176)

(4,082)

Accounts receivable, net and other Accounts payable

(2,854) 8,616

(4,462) 47

(1,592) 573

(6,717) (8,219)

(6,680) 11,482

(13,294) 8,689

Accrued expenses and other

1,699

(1,685)

(1,063)

(5,745)

1,110

1,071

Unearned revenue

247

156

854

1,056

1,286

1,467

Net cash provided by (used in) operating activities

20,606

12,715

23,669

16,928

51,220

59,322

INVESTING ACTIVITIES:

Purchases of property and equipment

(7,459) (14,288) (14,254) (26,370) (24,263) (52,256)

Proceeds from property and equipment sales and incentives

844

1,300

2,212

2,195

4,895

5,080

Acquisitions, net of cash acquired, and other Sales and maturities of marketable securities

(118) 8,138

(320) 13,213

(210) 19,764

(950) 31,039

(1,385) 34,641

(3,066) 61,512

Purchases of marketable securities

(19,209) (21,985) (34,210) (36,660) (49,196) (74,929)

Net cash provided by (used in) investing activities

(17,804) (22,080) (26,698) (30,746) (35,308) (63,659)

FINANCING ACTIVITIES:

Proceeds from short-term debt, and other

2,433

1,176

3,050

3,102

4,145

6,848

Repayments of short-term debt, and other

(1,906)

(1,176)

(2,537)

(3,177)

(3,693)

(6,817)

Proceeds from long-term debt

9,918

18,516

9,994

18,627

10,699

19,158

Repayments of long-term debt Principal repayments of finance leases

(205) (2,817)

(41) (2,804)

(241) (5,417)

(80) (6,210)

(1,305) (10,504)

(1,392) (11,435)

Principal repayments of financing obligations

(15)

(28)

(32)

(95)

(56)

(116)

Net cash provided by (used in) financing activities

7,408

15,643

4,817

12,167

(714)

6,246

Foreign currency effect on cash, cash equivalents, and restricted cash

127

234

(356)

(59)

(321)

916

Net increase (decrease) in cash, cash equivalents, and restricted cash CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD

10,337

6,512

1,432

(1,710)

14,877

2,825

$ 37,842 $ 40,667 $ 37,842 $ 40,667 $ 37,842 $ 40,667

See accompanying notes to consolidated financial statements.

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, INC. CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data) (unaudited)

Net product sales Net service sales

Total net sales Operating expenses:

Cost of sales Fulfillment Technology and content Marketing General and administrative Other operating expense (income), net

Total operating expenses Operating income Interest income Interest expense Other income (expense), net

Total non-operating income (expense) Income before income taxes Provision for income taxes Equity-method investment activity, net of tax Net income

Basic earnings per share

Diluted earnings per share

Weighted-average shares used in computation of earnings per share: Basic Diluted

Three Months Ended June 30,

2020

2021

$

50,244 $

58,004 $

38,668

55,076

88,912

113,080

52,660 13,806 10,388 4,345 1,580

290 83,069 5,843

135 (403) 646 378 6,221 (984)

6

64,176 17,638 13,871 7,524 2,158

11 105,378

7,702 106 (435)

1,261 932

8,634 (868)

12

$

5,243 $

7,778 $

$

10.50 $

15.40 $

$

10.30 $

15.12 $

500

505

509

514

See accompanying notes to consolidated financial statements.

Six Months Ended June 30,

2020

2021

92,085 $

115,495

72,279

106,103

164,364

221,598

96,917 25,337 19,713 9,173 3,032

360 154,532

9,832 337 (805) 240 (228)

9,604 (1,729)

(97)

7,778 $

15.59 $

15.32 $

126,579 34,168 26,359 13,731 4,145 49

205,031 16,567 211 (834) 2,958 2,335 18,902 (3,024) 7

15,885

31.49

30.92

499

505

508

514

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, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions) (unaudited)

Net income Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax of $(8), $(17), $13 and $(4) Net change in unrealized gains (losses) on available-for-sale debt securities:

Unrealized gains (losses), net of tax of $(73), $(2), $(61) and $28 Reclassification adjustment for losses (gains) included in "Other income (expense), net," net of tax of $0, $4, $0 and $8

Net unrealized gains (losses) on available-for-sale debt securities Total other comprehensive income (loss)

Comprehensive income

Three Months Ended June 30,

2020

2021

$

5,243 $

7,778 $

207

159

407

(6)

(6)

(12)

401

(18)

608

141

$

5,851 $

7,919 $

See accompanying notes to consolidated financial statements.

Six Months Ended June 30,

2020

2021

7,778 $

15,885

(668)

(215)

205

(6) 199 (469) 7,309 $

(104)

(26) (130) (345) 15,540

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