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 September 30, 2020

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

____________________________________

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

____________________________________

Delaware

91-1646860

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

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)

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $.01 per share

AMZN

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 501,751,183 shares of common stock, par value $0.01 per share, outstanding as of October 21, 2020

Table of Contents

AMAZON.COM, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2020

INDEX

PART I. FINANCIAL INFORMATION

Page

Item 1.

Financial Statements

3

Consolidated Statements of Cash Flows

3

Consolidated Statements of Operations

4

Consolidated Statements of Comprehensive Income

5

Consolidated Balance Sheets

6

Notes to Consolidated Financial Statements

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 4.

Controls and Procedures

33

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

34

Item 1A.

Risk Factors

34

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

44

Item 3.

Defaults Upon Senior Securities

44

Item 4.

Mine Safety Disclosures

44

Item 5.

Other Information

44

Item 6.

Exhibits

45

Signatures

46

2

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

AMAZON.COM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

Three Months Ended

Nine Months Ended

Twelve Months Ended

September 30,

September 30,

September 30,

2019

2020

2019

2020

2019

2020

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD

$

22,965

$

37,842

$

32,173

$

36,410

$

21,032

$

23,554

OPERATING ACTIVITIES:

Net income

2,134

6,331

8,320

14,109

11,347

17,377

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

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

5,563

6,523

15,619

17,633

19,881

23,803

assets, and other

Stock-based compensation

1,779

2,288

5,024

6,646

6,441

8,486

Other operating expense (income), net

47

67

114

416

186

466

Other expense (income), net

388

(1,051)

246

(1,255)

443

(1,749)

Deferred income taxes

92

295

612

1,082

784

1,267

Changes in operating assets and liabilities:

Inventories

(381)

(3,899)

(1,762)

(3,178)

(3,112)

(4,694)

Accounts receivable, net and other

(1,181)

(2,016)

(3,776)

(3,608)

(5,172)

(7,515)

Accounts payable

226

3,658

(2,490)

4,231

4,393

14,914

Accrued expenses and other

(722)

(310)

(4,277)

(1,375)

(1,612)

1,520

Unearned revenue

(53)

78

1,225

932

1,753

1,417

Net cash provided by (used in) operating activities

7,892

11,964

18,855

35,633

35,332

55,292

INVESTING ACTIVITIES:

Purchases of property and equipment

(4,697)

(11,063)

(11,549)

(25,317)

(15,282)

(30,629)

Proceeds from property and equipment sales and incentives

1,312

1,255

2,800

3,467

3,414

4,838

Acquisitions, net of cash acquired, and other

(398)

(1,735)

(1,684)

(1,945)

(2,015)

(2,722)

Sales and maturities of marketable securities

7,251

13,135

15,056

32,899

16,994

40,525

Purchases of marketable securities

(8,542)

(17,468)

(25,368)

(51,678)

(27,428)

(58,122)

Net cash provided by (used in) investing activities

(5,074)

(15,876)

(20,745)

(42,574)

(24,317)

(46,110)

FINANCING ACTIVITIES:

Proceeds from short-term debt, and other

415

1,311

722

4,361

1,292

5,042

Repayments of short-term debt, and other

(341)

(1,349)

(704)

(3,886)

(1,129)

(4,701)

Proceeds from long-term debt

287

-

453

9,994

589

10,412

Repayments of long-term debt

(14)

(1,198)

(115)

(1,439)

(124)

(2,490)

Principal repayments of finance leases

(2,307)

(2,857)

(6,848)

(8,274)

(8,754)

(11,054)

Principal repayments of financing obligations

-

(12)

(3)

(44)

(129)

(68)

Net cash provided by (used in) financing activities

(1,960)

(4,105)

(6,495)

712

(8,255)

(2,859)

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

(269)

377

(234)

21

(238)

325

Net increase (decrease) in cash, cash equivalents, and restricted cash

589

(7,640)

(8,619)

(6,208)

2,522

6,648

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD

$

23,554

$

30,202

$

23,554

$

30,202

$

23,554

$

30,202

See accompanying notes to consolidated financial statements.

3

Table of Contents

AMAZON.COM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2019

2020

2019

2020

Net product sales

$

39,726

$

52,774

$

109,866

$

144,859

Net service sales

30,255

43,371

83,220

115,650

Total net sales

69,981

96,145

193,086

260,509

Operating expenses:

Cost of sales

41,302

57,106

111,559

154,023

Fulfillment

10,167

14,705

28,040

40,043

Technology and content

9,200

10,976

26,191

30,691

Marketing

4,752

5,434

12,707

14,605

General and administrative

1,348

1,668

3,791

4,700

Other operating expense (income), net

55

62

136

421

Total operating expenses

66,824

89,951

182,424

244,483

Operating income

3,157

6,194

10,662

16,026

Interest income

224

118

621

455

Interest expense

(396)

(428)

(1,145)

(1,233)

Other income (expense), net

(353)

925

(215)

1,165

Total non-operating income (expense)

(525)

615

(739)

387

Income before income taxes

2,632

6,809

9,923

16,413

Provision for income taxes

(494)

(569)

(1,588)

(2,298)

Equity-method investment activity, net of tax

(4)

91

(15)

(6)

Net income

$

2,134

$

6,331

$

8,320

$

14,109

Basic earnings per share

$

4.31

$

12.63

$

16.87

$

28.24

Diluted earnings per share

$

4.23

$

12.37

$

16.53

$

27.72

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

Basic

495

501

493

500

Diluted

504

512

503

509

See accompanying notes to consolidated financial statements.

4

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