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 March 31, 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

504,323,736 shares of common stock, par value $0.01 per share, outstanding as of April 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 March 31, 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

Table of Contents

Item 1.

Financial Statements

PART I. FINANCIAL INFORMATION

, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions) (unaudited)

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD OPERATING ACTIVITIES: Net income 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 Stock-based compensation Other operating expense (income), net Other expense (income), net Deferred income taxes Changes in operating assets and liabilities: Inventories Accounts receivable, net and other Accounts payable Accrued expenses and other Unearned revenue

Net cash provided by (used in) operating activities INVESTING ACTIVITIES: Purchases of property and equipment Proceeds from property and equipment sales and incentives Acquisitions, net of cash acquired, and other Sales and maturities of marketable securities Purchases of marketable securities

Net cash provided by (used in) investing activities FINANCING ACTIVITIES: Proceeds from short-term debt, and other Repayments of short-term debt, and other Proceeds from long-term debt Repayments of long-term debt Principal repayments of finance leases Principal repayments of financing obligations

Net cash provided by (used in) financing activities Foreign currency effect on cash, cash equivalents, and restricted cash Net increase (decrease) in cash, cash equivalents, and restricted cash CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD

Three Months Ended March 31,

2020

2021

$ 36,410 $ 42,377

Twelve Months Ended March 31,

2020

2021

$ 23,507 $ 27,505

2,535

8,107

10,563

26,903

5,362 1,757

67 565 322

7,508 2,306

30 (1,456) 1,703

22,297 7,347

244 451 704

27,397 9,757 (108) (4,603)

827

1,392 1,262 (8,044) (2,761)

607 3,064

(304) (2,255) (8,266) (4,060)

900 4,213

(2,605) (6,018) 6,532 (1,213) 1,430 39,732

(4,545) (11,686) 17,258

4,455 1,558 67,213

(6,795) 1,367

(91) 11,626 (15,001) (8,894)

(12,082) 895 (630)

17,826 (14,675) (8,666)

(20,365) 4,970 (1,384) 31,664

(39,938) (25,053)

(45,427) 4,624 (2,864) 56,437

(72,153) (59,383)

617

1,926

1,934

8,105

(631)

(2,001)

(1,860)

(7,547)

76

111

842

10,560

(36)

(39)

(1,140)

(1,556)

(2,600)

(3,406) (10,013)

(11,448)

(17)

(67)

(43)

(103)

(2,591)

(3,476) (10,280)

(1,989)

(484)

(293)

(401)

809

(8,905)

(8,222)

3,998

6,650

$ 27,505 $ 34,155 $ 27,505 $ 34,155

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

See accompanying notes to consolidated financial statements.

4

Three Months Ended March 31,

2020

2021

$

41,841 $

57,491

33,611

51,027

75,452

108,518

44,257 11,531 9,325 4,828 1,452

70 71,463 3,989

202 (402) (406) (606) 3,383 (744) (104)

62,403 16,530 12,488

6,207 1,987

38 99,653

8,865 105 (399)

1,697 1,403 10,268 (2,156)

(5)

$

2,535 $

8,107

$

5.09 $

16.09

$

5.01 $

15.79

498

504

506

513

Table of Contents

, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions) (unaudited)

Net income Other comprehensive income (loss):

Foreign currency translation adjustments, net of tax of $21 and $13 Net change in unrealized gains (losses) on available-for-sale debt securities:

Unrealized gains (losses), net of tax of $12 and $30 Reclassification adjustment for losses (gains) included in "Other income (expense), net," net of tax of $0 and $4

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

Comprehensive income

See accompanying notes to consolidated financial statements.

Three Months Ended March 31,

2020

2021

$

2,535 $

8,107

(874)

(374)

(203)

--

(203)

(1,077)

$

1,458 $

(98) (14) (112) (486) 7,621

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