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|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
91-1646860
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $.01 per share
|
|
NASDAQ Global Select Market
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
|
¨
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
|
Aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2014
|
$
|
122,614,381,040
|
|
Number of shares of common stock outstanding as of January 16, 2015
|
464,383,939
|
|
|
|
|
Page
|
PART I
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
||
Item 1.
|
Business
|
Name
|
|
Age
|
|
Position
|
Jeffrey P. Bezos
|
|
51
|
|
President, Chief Executive Officer, and Chairman of the Board
|
Jeffrey M. Blackburn
|
|
45
|
|
Senior Vice President, Business Development
|
Andrew R. Jassy
|
|
47
|
|
Senior Vice President, Amazon Web Services
|
Diego Piacentini
|
|
54
|
|
Senior Vice President, International Consumer Business
|
Shelley L. Reynolds
|
|
50
|
|
Vice President, Worldwide Controller, and Principal Accounting Officer
|
Thomas J. Szkutak
|
|
54
|
|
Senior Vice President and Chief Financial Officer
|
Jeffrey A. Wilke
|
|
48
|
|
Senior Vice President, Consumer Business
|
David A. Zapolsky
|
|
51
|
|
Senior Vice President, General Counsel, and Secretary
|
Name
|
|
Age
|
|
Position
|
Jeffrey P. Bezos
|
|
51
|
|
President, Chief Executive Officer, and Chairman of the Board
|
Tom A. Alberg
|
|
74
|
|
Managing Director, Madrona Venture Group
|
John Seely Brown
|
|
74
|
|
Visiting Scholar and Advisor to the Provost, University of Southern California
|
William B. Gordon
|
|
64
|
|
Partner, Kleiner Perkins Caufield & Byers
|
Jamie S. Gorelick
|
|
64
|
|
Partner, Wilmer Cutler Pickering Hale and Dorr LLP
|
Judith A. McGrath
|
|
62
|
|
President, Astronauts Wanted * No experience necessary
|
Alain Monié
|
|
64
|
|
Chief Executive Officer, Ingram Micro Inc.
|
Jonathan J. Rubinstein
|
|
58
|
|
Former Chairman and CEO, Palm, Inc.
|
Thomas O. Ryder
|
|
70
|
|
Retired, Former Chairman, Reader’s Digest Association, Inc.
|
Patricia Q. Stonesifer
|
|
58
|
|
President and Chief Executive Officer, Martha’s Table
|
Item 1A.
|
Risk Factors
|
•
|
our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers’ demands;
|
•
|
our ability to retain and expand our network of sellers;
|
•
|
our ability to offer products on favorable terms, manage inventory, and fulfill orders;
|
•
|
the introduction of competitive websites, products, services, price decreases, or improvements;
|
•
|
changes in usage or adoption rates of the Internet, e-commerce, electronic devices, and web services, including outside the U.S.;
|
•
|
timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure;
|
•
|
the success of our geographic, service, and product line expansions;
|
•
|
the extent to which we finance, and the terms of any such financing for, our current operations and future growth;
|
•
|
the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and could have a material adverse impact on our operating results;
|
•
|
variations in the mix of products and services we sell;
|
•
|
variations in our level of merchandise and vendor returns;
|
•
|
the extent to which we offer free shipping, continue to reduce prices worldwide, and provide additional benefits to our customers;
|
•
|
the extent to which we invest in technology and content, fulfillment, and other expense categories;
|
•
|
increases in the prices of fuel and gasoline, as well as increases in the prices of other energy products and commodities like paper and packing supplies;
|
•
|
the extent to which our equity-method investees record significant operating and non-operating items;
|
•
|
the extent to which operators of the networks between our customers and our websites successfully charge fees to grant our customers unimpaired and unconstrained access to our online services;
|
•
|
our ability to collect amounts owed to us when they become due;
|
•
|
the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; and
|
•
|
terrorist attacks and armed hostilities.
|
•
|
local economic and political conditions;
|
•
|
government regulation of e-commerce and other services, electronic devices, and competition, and restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization, and restrictions on foreign ownership;
|
•
|
restrictions on sales or distribution of certain products or services and uncertainty regarding liability for products, services, and content, including uncertainty as a result of less Internet-friendly legal systems, local laws, lack of legal precedent, and varying rules, regulations, and practices regarding the physical and digital distribution of media products and enforcement of intellectual property rights;
|
•
|
business licensing or certification requirements, such as for imports, exports, web services, and electronic devices;
|
•
|
limitations on the repatriation and investment of funds and foreign currency exchange restrictions;
|
•
|
limited fulfillment and technology infrastructure;
|
•
|
shorter payable and longer receivable cycles and the resultant negative impact on cash flow;
|
•
|
laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, and restrictions on pricing or discounts;
|
•
|
lower levels of use of the Internet;
|
•
|
lower levels of consumer spending and fewer opportunities for growth compared to the U.S.;
|
•
|
lower levels of credit card usage and increased payment risk;
|
•
|
difficulty in staffing, developing, and managing foreign operations as a result of distance, language, and cultural differences;
|
•
|
different employee/employer relationships and the existence of works councils and labor unions;
|
•
|
compliance with the U.S. Foreign Corrupt Practices Act and other applicable U.S. and foreign laws prohibiting corrupt payments to government officials and other third parties;
|
•
|
laws and policies of the U.S. and other jurisdictions affecting trade, foreign investment, loans, and taxes; and
|
•
|
geopolitical events, including war and terrorism.
|
•
|
disruption of our ongoing business, including loss of management focus on existing businesses;
|
•
|
impairment of other relationships;
|
•
|
variability in revenue and income from entering into, amending, or terminating such agreements or relationships; and
|
•
|
difficulty integrating under the commercial agreements.
|
•
|
disruption of our ongoing business, including loss of management focus on existing businesses;
|
•
|
problems retaining key personnel;
|
•
|
additional operating losses and expenses of the businesses we acquired or in which we invested;
|
•
|
the potential impairment of tangible and intangible assets and goodwill, including as a result of acquisitions;
|
•
|
the potential impairment of customer and other relationships of the company we acquired or in which we invested or our own customers as a result of any integration of operations;
|
•
|
the difficulty of incorporating acquired technology and rights into our offerings and unanticipated expenses related to such integration;
|
•
|
the difficulty of integrating a new company’s accounting, financial reporting, management, information and information security, human resource, and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented;
|
•
|
for investments in which an investee’s financial performance is incorporated into our financial results, either in full or in part, the dependence on the investee’s accounting, financial reporting, and similar systems, controls, and processes;
|
•
|
the difficulty of implementing at companies we acquire the controls, procedures, and policies appropriate for a larger public company;
|
•
|
potential unknown liabilities associated with a company we acquire or in which we invest; and
|
•
|
for foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political, and regulatory risks associated with specific countries.
|
•
|
changes in interest rates;
|
•
|
conditions or trends in the Internet and the industry segments we operate in;
|
•
|
quarterly variations in operating results;
|
•
|
fluctuations in the stock market in general and market prices for Internet-related companies in particular;
|
•
|
changes in financial estimates by us or securities analysts and recommendations by securities analysts;
|
•
|
changes in our capital structure, including issuance of additional debt or equity to the public;
|
•
|
changes in the valuation methodology of, or performance by, other e-commerce or technology companies; and
|
•
|
transactions in our common stock by major investors and certain analyst reports, news, and speculation.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Description of Use
|
|
Square
Footage (1)
|
|
Location
|
|
Lease
Expirations
|
Owned office space
|
|
1,802
|
|
North America
|
|
|
Leased office space
|
|
5,672
|
|
North America
|
|
From 2015 through 2028
|
Leased office space
|
|
3,371
|
|
International
|
|
From 2015 through 2027
|
Sub-total
|
|
10,845
|
|
|
|
|
Owned fulfillment, data centers, and other
|
|
735
|
|
North America
|
|
|
Leased fulfillment, data centers, and other
|
|
57,898
|
|
North America
|
|
From 2015 through 2029
|
Owned fulfillment, data centers, and other
|
|
272
|
|
International
|
|
|
Leased fulfillment, data centers, and other
|
|
43,969
|
|
International
|
|
From 2015 through 2033
|
Sub-total
|
|
102,874
|
|
|
|
|
Total
|
|
113,719
|
|
|
|
|
(1)
|
For leased properties, represents the total leased space excluding sub-leased space.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant’s Common Stock, Related Shareholder Matters, and Issuer Purchases of Equity Securities
|
|
|
High
|
|
Low
|
||||
Year ended December 31, 2013
|
|
|
|
|
||||
First Quarter
|
|
$
|
284.72
|
|
|
$
|
252.07
|
|
Second Quarter
|
|
283.34
|
|
|
245.75
|
|
||
Third Quarter
|
|
320.57
|
|
|
277.16
|
|
||
Fourth Quarter
|
|
405.63
|
|
|
296.50
|
|
||
Year ended December 31, 2014
|
|
|
|
|
||||
First Quarter
|
|
$
|
408.06
|
|
|
$
|
330.88
|
|
Second Quarter
|
|
348.30
|
|
|
284.38
|
|
||
Third Quarter
|
|
364.85
|
|
|
304.59
|
|
||
Fourth Quarter
|
|
341.26
|
|
|
284.00
|
|
Item 6.
|
Selected Consolidated Financial Data
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in millions, except per share data)
|
||||||||||||||||||
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
88,988
|
|
|
$
|
74,452
|
|
|
$
|
61,093
|
|
|
$
|
48,077
|
|
|
$
|
34,204
|
|
Income from operations
|
|
$
|
178
|
|
|
$
|
745
|
|
|
$
|
676
|
|
|
$
|
862
|
|
|
$
|
1,406
|
|
Net income (loss)
|
|
$
|
(241
|
)
|
|
$
|
274
|
|
|
$
|
(39
|
)
|
|
$
|
631
|
|
|
$
|
1,152
|
|
Basic earnings per share (1)
|
|
$
|
(0.52
|
)
|
|
$
|
0.60
|
|
|
$
|
(0.09
|
)
|
|
$
|
1.39
|
|
|
$
|
2.58
|
|
Diluted earnings per share (1)
|
|
$
|
(0.52
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.09
|
)
|
|
$
|
1.37
|
|
|
$
|
2.53
|
|
Weighted average shares used in computation of earnings per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
462
|
|
|
457
|
|
|
453
|
|
|
453
|
|
|
447
|
|
|||||
Diluted
|
|
462
|
|
|
465
|
|
|
453
|
|
|
461
|
|
|
456
|
|
|||||
Statements of Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
6,842
|
|
|
$
|
5,475
|
|
|
$
|
4,180
|
|
|
$
|
3,903
|
|
|
$
|
3,495
|
|
Purchases of property and equipment, including internal-use software and website development
|
|
(4,893
|
)
|
|
(3,444
|
)
|
|
(3,785
|
)
|
|
(1,811
|
)
|
|
(979
|
)
|
|||||
Free cash flow (2)
|
|
$
|
1,949
|
|
|
$
|
2,031
|
|
|
$
|
395
|
|
|
$
|
2,092
|
|
|
$
|
2,516
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
54,505
|
|
|
$
|
40,159
|
|
|
$
|
32,555
|
|
|
$
|
25,278
|
|
|
$
|
18,797
|
|
Total long-term obligations
|
|
$
|
15,675
|
|
|
$
|
7,433
|
|
|
$
|
5,361
|
|
|
$
|
2,625
|
|
|
$
|
1,561
|
|
(1)
|
For further discussion of earnings per share, see Item 8 of Part II, “Financial Statements and Supplementary Data—Note 1—Description of Business and Accounting Policies.”
|
(2)
|
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less cash expenditures for purchases of property and equipment, including internal-use software and website development, both of which are presented on our consolidated statements of cash flows. See Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-GAAP Financial Measures” for additional information as well as alternative free cash flow measures.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(1)
|
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less cash expenditures for purchases of property and equipment, including internal-use software and website development, both of which are presented on our consolidated statements of cash flows. See “Results of Operations—Non-GAAP Financial Measures” below for additional information as well as alternative free cash flow measures.
|
(2)
|
Working capital consists of accounts receivable, inventory, and accounts payable.
|
(3)
|
The operating cycle is the number of days of sales in inventory plus the number of days of sales in accounts receivable minus accounts payable days.
|
(4)
|
Inventory turnover is the quotient of trailing twelve month cost of sales to average inventory over five quarter ends.
|
(5)
|
Accounts payable days, calculated as the quotient of accounts payable to current quarter cost of sales, multiplied by the number of days in the current quarter.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
6,842
|
|
|
$
|
5,475
|
|
|
$
|
4,180
|
|
Investing activities
|
(5,065
|
)
|
|
(4,276
|
)
|
|
(3,595
|
)
|
|||
Financing activities
|
4,432
|
|
|
(539
|
)
|
|
2,259
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales:
|
|
|
|
|
|
||||||
North America
|
$
|
55,469
|
|
|
$
|
44,517
|
|
|
$
|
34,813
|
|
International
|
33,519
|
|
|
29,935
|
|
|
26,280
|
|
|||
Total consolidated
|
$
|
88,988
|
|
|
$
|
74,452
|
|
|
$
|
61,093
|
|
Year-over-year Percentage Growth:
|
|
|
|
|
|
||||||
North America
|
25
|
%
|
|
28
|
%
|
|
30
|
%
|
|||
International
|
12
|
|
|
14
|
|
|
23
|
|
|||
Total consolidated
|
20
|
|
|
22
|
|
|
27
|
|
|||
Year-over-year Percentage Growth, excluding effect of foreign exchange rates:
|
|
|
|
|
|
||||||
North America
|
25
|
%
|
|
28
|
%
|
|
30
|
%
|
|||
International
|
14
|
|
|
19
|
|
|
27
|
|
|||
Total consolidated
|
20
|
|
|
24
|
|
|
29
|
|
|||
Net Sales Mix:
|
|
|
|
|
|
||||||
North America
|
62
|
%
|
|
60
|
%
|
|
57
|
%
|
|||
International
|
38
|
|
|
40
|
|
|
43
|
|
|||
Total consolidated
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Outbound Shipping Activity:
|
|
|
|
|
|
||||||
Shipping revenue (1)(2)(3)
|
$
|
4,486
|
|
|
$
|
3,097
|
|
|
$
|
2,280
|
|
Shipping costs (4)
|
(8,709
|
)
|
|
(6,635
|
)
|
|
(5,134
|
)
|
|||
Net shipping cost
|
$
|
(4,223
|
)
|
|
$
|
(3,538
|
)
|
|
$
|
(2,854
|
)
|
Year-over-year Percentage Growth:
|
|
|
|
|
|
||||||
Shipping revenue
|
45
|
%
|
|
36
|
%
|
|
47
|
%
|
|||
Shipping costs
|
31
|
|
|
29
|
|
|
29
|
|
|||
Net shipping cost
|
19
|
|
|
24
|
|
|
17
|
|
|||
Percent of Net Sales:
|
|
|
|
|
|
||||||
Shipping revenue
|
5.1
|
%
|
|
4.1
|
%
|
|
3.7
|
%
|
|||
Shipping costs
|
(9.8
|
)
|
|
(8.9
|
)
|
|
(8.4
|
)
|
|||
Net shipping cost
|
(4.7
|
)%
|
|
(4.8
|
)%
|
|
(4.7
|
)%
|
(1)
|
Excludes amounts earned on shipping activities by third-party sellers where we do not provide the fulfillment service.
|
(2)
|
Includes a portion of amounts earned from Amazon Prime memberships.
|
(3)
|
Includes amounts earned from Fulfillment by Amazon programs related to shipping services.
|
(4)
|
Includes sortation and delivery center costs.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales:
|
|
|
|
|
|
||||||
North America
|
|
|
|
|
|
||||||
Media
|
$
|
11,567
|
|
|
$
|
10,809
|
|
|
$
|
9,189
|
|
Electronics and other general merchandise
|
38,517
|
|
|
29,985
|
|
|
23,273
|
|
|||
Other (1)
|
5,385
|
|
|
3,723
|
|
|
2,351
|
|
|||
Total North America
|
$
|
55,469
|
|
|
$
|
44,517
|
|
|
$
|
34,813
|
|
International
|
|
|
|
|
|
||||||
Media
|
$
|
10,938
|
|
|
$
|
10,907
|
|
|
$
|
10,753
|
|
Electronics and other general merchandise
|
22,369
|
|
|
18,817
|
|
|
15,355
|
|
|||
Other (1)
|
212
|
|
|
211
|
|
|
172
|
|
|||
Total International
|
$
|
33,519
|
|
|
$
|
29,935
|
|
|
$
|
26,280
|
|
Consolidated
|
|
|
|
|
|
||||||
Media
|
$
|
22,505
|
|
|
$
|
21,716
|
|
|
$
|
19,942
|
|
Electronics and other general merchandise
|
60,886
|
|
|
48,802
|
|
|
38,628
|
|
|||
Other (1)
|
5,597
|
|
|
3,934
|
|
|
2,523
|
|
|||
Total consolidated
|
$
|
88,988
|
|
|
$
|
74,452
|
|
|
$
|
61,093
|
|
Year-over-year Percentage Growth:
|
|
|
|
|
|
||||||
North America
|
|
|
|
|
|
||||||
Media
|
7
|
%
|
|
18
|
%
|
|
15
|
%
|
|||
Electronics and other general merchandise
|
28
|
|
|
29
|
|
|
34
|
|
|||
Other
|
45
|
|
|
58
|
|
|
64
|
|
|||
Total North America
|
25
|
|
|
28
|
|
|
30
|
|
|||
International
|
|
|
|
|
|
||||||
Media
|
—
|
%
|
|
1
|
%
|
|
9
|
%
|
|||
Electronics and other general merchandise
|
19
|
|
|
23
|
|
|
35
|
|
|||
Other
|
1
|
|
|
22
|
|
|
11
|
|
|||
Total International
|
12
|
|
|
14
|
|
|
23
|
|
|||
Consolidated
|
|
|
|
|
|
||||||
Media
|
4
|
%
|
|
9
|
%
|
|
12
|
%
|
|||
Electronics and other general merchandise
|
25
|
|
|
26
|
|
|
35
|
|
|||
Other
|
42
|
|
|
56
|
|
|
59
|
|
|||
Total consolidated
|
20
|
|
|
22
|
|
|
27
|
|
|||
Year-over-year Percentage Growth, excluding effect of foreign exchange rates:
|
|
|
|
|
|
||||||
International
|
|
|
|
|
|
||||||
Media
|
2
|
%
|
|
7
|
%
|
|
12
|
%
|
|||
Electronics and other general merchandise
|
21
|
|
|
27
|
|
|
40
|
|
|||
Other
|
1
|
|
|
26
|
|
|
15
|
|
|||
Total International
|
14
|
|
|
19
|
|
|
27
|
|
|||
Consolidated
|
|
|
|
|
|
||||||
Media
|
5
|
%
|
|
12
|
%
|
|
14
|
%
|
|||
Electronics and other general merchandise
|
26
|
|
|
28
|
|
|
36
|
|
|||
Other
|
42
|
|
|
56
|
|
|
59
|
|
|||
Total consolidated
|
20
|
|
|
24
|
|
|
29
|
|
|||
Consolidated Net Sales Mix:
|
|
|
|
|
|
||||||
Media
|
25
|
%
|
|
29
|
%
|
|
33
|
%
|
|||
Electronics and other general merchandise
|
68
|
|
|
66
|
|
|
63
|
|
|||
Other
|
7
|
|
|
5
|
|
|
4
|
|
|||
Total consolidated
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
(1)
|
Includes sales from non-retail activities, such as AWS sales, which are included in the North America segment, and advertising services and our co-branded credit card agreements, which are included in both segments.
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||||||||||
|
As
Reported
|
|
Stock-Based
Compensation
|
|
Net
|
|
As
Reported
|
|
Stock-Based
Compensation
|
|
Net
|
|
As
Reported
|
|
Stock-Based
Compensation
|
|
Net
|
||||||||||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Cost of sales
|
$
|
62,752
|
|
|
$
|
—
|
|
|
$
|
62,752
|
|
|
$
|
54,181
|
|
|
$
|
—
|
|
|
$
|
54,181
|
|
|
$
|
45,971
|
|
|
$
|
—
|
|
|
$
|
45,971
|
|
Fulfillment
|
10,766
|
|
|
(375
|
)
|
|
10,391
|
|
|
8,585
|
|
|
(294
|
)
|
|
8,291
|
|
|
6,419
|
|
|
(212
|
)
|
|
6,207
|
|
|||||||||
Marketing
|
4,332
|
|
|
(125
|
)
|
|
4,207
|
|
|
3,133
|
|
|
(88
|
)
|
|
3,045
|
|
|
2,408
|
|
|
(61
|
)
|
|
2,347
|
|
|||||||||
Technology and content
|
9,275
|
|
|
(804
|
)
|
|
8,471
|
|
|
6,565
|
|
|
(603
|
)
|
|
5,962
|
|
|
4,564
|
|
|
(434
|
)
|
|
4,130
|
|
|||||||||
General and administrative
|
1,552
|
|
|
(193
|
)
|
|
1,359
|
|
|
1,129
|
|
|
(149
|
)
|
|
980
|
|
|
896
|
|
|
(126
|
)
|
|
770
|
|
|||||||||
Other operating expense (income), net
|
133
|
|
|
—
|
|
|
133
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|||||||||
Total operating expenses
|
$
|
88,810
|
|
|
$
|
(1,497
|
)
|
|
$
|
87,313
|
|
|
$
|
73,707
|
|
|
$
|
(1,134
|
)
|
|
$
|
72,573
|
|
|
$
|
60,417
|
|
|
$
|
(833
|
)
|
|
$
|
59,584
|
|
Year-over-year Percentage Growth:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Fulfillment
|
25
|
%
|
|
|
|
25
|
%
|
|
34
|
%
|
|
|
|
34
|
%
|
|
40
|
%
|
|
|
|
40
|
%
|
||||||||||||
Marketing
|
38
|
|
|
|
|
38
|
|
|
30
|
|
|
|
|
30
|
|
|
48
|
|
|
|
|
47
|
|
||||||||||||
Technology and content
|
41
|
|
|
|
|
42
|
|
|
44
|
|
|
|
|
44
|
|
|
57
|
|
|
|
|
58
|
|
||||||||||||
General and administrative
|
37
|
|
|
|
|
39
|
|
|
26
|
|
|
|
|
27
|
|
|
36
|
|
|
|
|
36
|
|
||||||||||||
Percent of Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Fulfillment
|
12.1
|
%
|
|
|
|
11.7
|
%
|
|
11.5
|
%
|
|
|
|
11.1
|
%
|
|
10.5
|
%
|
|
|
|
10.2
|
%
|
||||||||||||
Marketing
|
4.9
|
|
|
|
|
4.7
|
|
|
4.2
|
|
|
|
|
4.1
|
|
|
3.9
|
|
|
|
|
3.8
|
|
||||||||||||
Technology and content
|
10.4
|
|
|
|
|
9.5
|
|
|
8.8
|
|
|
|
|
8.0
|
|
|
7.5
|
|
|
|
|
6.8
|
|
||||||||||||
General and administrative
|
1.7
|
|
|
|
|
1.5
|
|
|
1.5
|
|
|
|
|
1.3
|
|
|
1.5
|
|
|
|
|
1.3
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Gross profit
|
$
|
26,236
|
|
|
$
|
20,271
|
|
|
$
|
15,122
|
|
Gross margin
|
29.5
|
%
|
|
27.2
|
%
|
|
24.8
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Equity in earnings (loss) of LivingSocial:
|
|
||||||||||
Impairment charges recorded by LivingSocial
|
$
|
—
|
|
|
$
|
(12
|
)
|
|
$
|
(170
|
)
|
Gain on existing equity interests, LivingSocial acquisitions
|
—
|
|
|
—
|
|
|
75
|
|
|||
Operating and other earnings (losses) (1)
|
36
|
|
|
(58
|
)
|
|
(96
|
)
|
|||
Total equity in earnings (loss) of LivingSocial
|
36
|
|
|
(70
|
)
|
|
(191
|
)
|
|||
Other equity-method investment activity:
|
|
|
|
|
|
||||||
Amazon dilution gains on LivingSocial investment
|
—
|
|
|
—
|
|
|
37
|
|
|||
Other, net
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Total other equity-method investment activity
|
1
|
|
|
(1
|
)
|
|
36
|
|
|||
Equity-method investment activity, net of tax
|
$
|
37
|
|
|
$
|
(71
|
)
|
|
$
|
(155
|
)
|
(1)
|
Includes a $65 million gain related to LivingSocial’s disposal of its Korean operations in the first quarter of 2014.
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||||||||||
|
At Prior
Year
Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
As
Reported
|
|
At Prior
Year
Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
As
Reported
|
|
At Prior
Year
Rates (1)
|
|
Exchange
Rate
Effect (2)
|
|
As
Reported
|
||||||||||||||||||
Net sales
|
$
|
89,624
|
|
|
$
|
(636
|
)
|
|
$
|
88,988
|
|
|
$
|
75,736
|
|
|
$
|
(1,284
|
)
|
|
$
|
74,452
|
|
|
$
|
61,947
|
|
|
$
|
(854
|
)
|
|
$
|
61,093
|
|
Operating expenses
|
89,466
|
|
|
(656
|
)
|
|
88,810
|
|
|
74,962
|
|
|
(1,255
|
)
|
|
73,707
|
|
|
61,257
|
|
|
(840
|
)
|
|
60,417
|
|
|||||||||
Income (loss) from operations
|
158
|
|
|
20
|
|
|
178
|
|
|
774
|
|
|
(29
|
)
|
|
745
|
|
|
690
|
|
|
(14
|
)
|
|
676
|
|
(1)
|
Represents the outcome that would have resulted had foreign exchange rates in the reported period been the same as those in effect in the comparable prior year period for operating results.
|
(2)
|
Represents the increase or decrease in reported amounts resulting from changes in foreign exchange rates from those in effect in the comparable prior year period for operating results.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in) operating activities
|
$
|
6,842
|
|
|
$
|
5,475
|
|
|
$
|
4,180
|
|
Purchases of property and equipment, including internal-use software and website development
|
(4,893
|
)
|
|
(3,444
|
)
|
|
(3,785
|
)
|
|||
Free cash flow
|
$
|
1,949
|
|
|
$
|
2,031
|
|
|
$
|
395
|
|
Net cash provided by (used in) investing activities
|
$
|
(5,065
|
)
|
|
$
|
(4,276
|
)
|
|
$
|
(3,595
|
)
|
Net cash provided by (used in) financing activities
|
$
|
4,432
|
|
|
$
|
(539
|
)
|
|
$
|
2,259
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in) operating activities
|
$
|
6,842
|
|
|
$
|
5,475
|
|
|
$
|
4,180
|
|
Purchases of property and equipment, including internal-use software and website development
|
(4,893
|
)
|
|
(3,444
|
)
|
|
(3,785
|
)
|
|||
Principal repayments of capital lease obligations
|
(1,285
|
)
|
|
(775
|
)
|
|
(486
|
)
|
|||
Principal repayments of finance lease obligations
|
(135
|
)
|
|
(5
|
)
|
|
(20
|
)
|
|||
Free cash flow less lease principal repayments
|
$
|
529
|
|
|
$
|
1,251
|
|
|
$
|
(111
|
)
|
Net cash provided by (used in) investing activities
|
$
|
(5,065
|
)
|
|
$
|
(4,276
|
)
|
|
$
|
(3,595
|
)
|
Net cash provided by (used in) financing activities
|
$
|
4,432
|
|
|
$
|
(539
|
)
|
|
$
|
2,259
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by (used in) operating activities
|
$
|
6,842
|
|
|
$
|
5,475
|
|
|
$
|
4,180
|
|
Purchases of property and equipment, including internal-use software and website development
|
(4,893
|
)
|
|
(3,444
|
)
|
|
(3,785
|
)
|
|||
Property and equipment acquired under capital leases
|
(4,008
|
)
|
|
(1,867
|
)
|
|
(802
|
)
|
|||
Principal repayments of finance lease obligations
|
(135
|
)
|
|
(5
|
)
|
|
(20
|
)
|
|||
Free cash flow less finance principal lease repayments and capital acquired under capital leases
|
$
|
(2,194
|
)
|
|
$
|
159
|
|
|
$
|
(427
|
)
|
Net cash provided by (used in) investing activities
|
$
|
(5,065
|
)
|
|
$
|
(4,276
|
)
|
|
$
|
(3,595
|
)
|
Net cash provided by (used in) financing activities
|
$
|
4,432
|
|
|
$
|
(539
|
)
|
|
$
|
2,259
|
|
•
|
Net sales are expected to be between
$20.9 billion
and
$22.9 billion
, or to grow between
6%
and
16%
compared with first quarter
2014
.
|
•
|
Operating income (loss) is expected to be between
$(450) million
and
$50 million
, compared to
$146 million
in first quarter
2014
.
|
•
|
This guidance includes approximately
$450 million
for stock-based compensation and amortization of intangible assets, and it assumes, among other things, that no additional business acquisitions, investments, restructurings, or legal settlements are concluded and that there are no further revisions to stock-based compensation estimates.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Estimated Fair Value as of December 31, 2014
|
||||||||||||||||
Money market funds
|
|
$
|
10,718
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,718
|
|
|
$
|
10,718
|
|
Weighted average interest rate
|
|
0.09
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.09
|
%
|
|
|
|||||||||
Corporate debt securities
|
|
85
|
|
|
131
|
|
|
154
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
401
|
|
||||||||
Weighted average interest rate
|
|
1.05
|
%
|
|
1.05
|
%
|
|
1.48
|
%
|
|
1.65
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.25
|
%
|
|
|
|||||||||
U.S. government and agency securities
|
|
1,865
|
|
|
342
|
|
|
156
|
|
|
19
|
|
|
1
|
|
|
—
|
|
|
2,383
|
|
|
2,406
|
|
||||||||
Weighted average interest rate
|
|
0.33
|
%
|
|
0.79
|
%
|
|
1.11
|
%
|
|
1.91
|
%
|
|
2.17
|
%
|
|
—
|
%
|
|
0.46
|
%
|
|
|
|||||||||
Asset backed securities
|
|
19
|
|
|
43
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
69
|
|
||||||||
Weighted average interest rate
|
|
0.64
|
%
|
|
0.95
|
%
|
|
1.10
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.88
|
%
|
|
|
|||||||||
Foreign government and agency securities
|
|
1
|
|
|
27
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
80
|
|
||||||||
Weighted average interest rate
|
|
0.04
|
%
|
|
0.05
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.02
|
%
|
|
|
|||||||||
Other securities
|
|
12
|
|
|
10
|
|
|
7
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
||||||||
Weighted average interest rate
|
|
0.48
|
%
|
|
1.01
|
%
|
|
1.23
|
%
|
|
0.57
|
%
|
|
—
|
%
|
|
—
|
%
|
|
0.81
|
%
|
|
|
|||||||||
|
|
$
|
12,700
|
|
|
$
|
553
|
|
|
$
|
373
|
|
|
$
|
45
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
13,672
|
|
|
|
||
Cash equivalent and marketable fixed income securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,707
|
|
0.65% Notes due on November 27, 2015
|
$
|
750
|
|
1.20% Notes due on November 29, 2017
|
$
|
1,000
|
|
2.50% Notes due on November 29, 2022
|
$
|
1,250
|
|
2.60% Notes due on December 5, 2019
|
$
|
1,000
|
|
3.30% Notes due on December 5, 2021
|
$
|
1,000
|
|
3.80% Notes due on December 5, 2024
|
$
|
1,250
|
|
4.80% Notes due on December 5, 2034
|
$
|
1,250
|
|
4.95% Notes due on December 5, 2044
|
$
|
1,500
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
$
|
8,658
|
|
|
$
|
8,084
|
|
|
$
|
5,269
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income (loss)
|
(241
|
)
|
|
274
|
|
|
(39
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment, including internal-use software and website development, and other amortization
|
4,746
|
|
|
3,253
|
|
|
2,159
|
|
|||
Stock-based compensation
|
1,497
|
|
|
1,134
|
|
|
833
|
|
|||
Other operating expense (income), net
|
129
|
|
|
114
|
|
|
154
|
|
|||
Losses (gains) on sales of marketable securities, net
|
(3
|
)
|
|
1
|
|
|
(9
|
)
|
|||
Other expense (income), net
|
62
|
|
|
166
|
|
|
253
|
|
|||
Deferred income taxes
|
(316
|
)
|
|
(156
|
)
|
|
(265
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(6
|
)
|
|
(78
|
)
|
|
(429
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
(1,193
|
)
|
|
(1,410
|
)
|
|
(999
|
)
|
|||
Accounts receivable, net and other
|
(1,039
|
)
|
|
(846
|
)
|
|
(861
|
)
|
|||
Accounts payable
|
1,759
|
|
|
1,888
|
|
|
2,070
|
|
|||
Accrued expenses and other
|
706
|
|
|
736
|
|
|
1,038
|
|
|||
Additions to unearned revenue
|
4,433
|
|
|
2,691
|
|
|
1,796
|
|
|||
Amortization of previously unearned revenue
|
(3,692
|
)
|
|
(2,292
|
)
|
|
(1,521
|
)
|
|||
Net cash provided by (used in) operating activities
|
6,842
|
|
|
5,475
|
|
|
4,180
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchases of property and equipment, including internal-use software and website development
|
(4,893
|
)
|
|
(3,444
|
)
|
|
(3,785
|
)
|
|||
Acquisitions, net of cash acquired, and other
|
(979
|
)
|
|
(312
|
)
|
|
(745
|
)
|
|||
Sales and maturities of marketable securities and other investments
|
3,349
|
|
|
2,306
|
|
|
4,237
|
|
|||
Purchases of marketable securities and other investments
|
(2,542
|
)
|
|
(2,826
|
)
|
|
(3,302
|
)
|
|||
Net cash provided by (used in) investing activities
|
(5,065
|
)
|
|
(4,276
|
)
|
|
(3,595
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Excess tax benefits from stock-based compensation
|
6
|
|
|
78
|
|
|
429
|
|
|||
Common stock repurchased
|
—
|
|
|
—
|
|
|
(960
|
)
|
|||
Proceeds from long-term debt and other
|
6,359
|
|
|
394
|
|
|
3,378
|
|
|||
Repayments of long-term debt
|
(513
|
)
|
|
(231
|
)
|
|
(82
|
)
|
|||
Principal repayments of capital lease obligations
|
(1,285
|
)
|
|
(775
|
)
|
|
(486
|
)
|
|||
Principal repayments of finance lease obligations
|
(135
|
)
|
|
(5
|
)
|
|
(20
|
)
|
|||
Net cash provided by (used in) financing activities
|
4,432
|
|
|
(539
|
)
|
|
2,259
|
|
|||
Foreign-currency effect on cash and cash equivalents
|
(310
|
)
|
|
(86
|
)
|
|
(29
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
5,899
|
|
|
574
|
|
|
2,815
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
14,557
|
|
|
$
|
8,658
|
|
|
$
|
8,084
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid for interest on long-term debt
|
$
|
91
|
|
|
$
|
97
|
|
|
$
|
31
|
|
Cash paid for income taxes (net of refunds)
|
177
|
|
|
169
|
|
|
112
|
|
|||
Property and equipment acquired under capital leases
|
4,008
|
|
|
1,867
|
|
|
802
|
|
|||
Property and equipment acquired under build-to-suit leases
|
920
|
|
|
877
|
|
|
29
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net product sales
|
$
|
70,080
|
|
|
$
|
60,903
|
|
|
$
|
51,733
|
|
Net service sales
|
18,908
|
|
|
13,549
|
|
|
9,360
|
|
|||
Total net sales
|
88,988
|
|
|
74,452
|
|
|
61,093
|
|
|||
Operating expenses (1):
|
|
|
|
|
|
||||||
Cost of sales
|
62,752
|
|
|
54,181
|
|
|
45,971
|
|
|||
Fulfillment
|
10,766
|
|
|
8,585
|
|
|
6,419
|
|
|||
Marketing
|
4,332
|
|
|
3,133
|
|
|
2,408
|
|
|||
Technology and content
|
9,275
|
|
|
6,565
|
|
|
4,564
|
|
|||
General and administrative
|
1,552
|
|
|
1,129
|
|
|
896
|
|
|||
Other operating expense (income), net
|
133
|
|
|
114
|
|
|
159
|
|
|||
Total operating expenses
|
88,810
|
|
|
73,707
|
|
|
60,417
|
|
|||
Income from operations
|
178
|
|
|
745
|
|
|
676
|
|
|||
Interest income
|
39
|
|
|
38
|
|
|
40
|
|
|||
Interest expense
|
(210
|
)
|
|
(141
|
)
|
|
(92
|
)
|
|||
Other income (expense), net
|
(118
|
)
|
|
(136
|
)
|
|
(80
|
)
|
|||
Total non-operating income (expense)
|
(289
|
)
|
|
(239
|
)
|
|
(132
|
)
|
|||
Income (loss) before income taxes
|
(111
|
)
|
|
506
|
|
|
544
|
|
|||
Provision for income taxes
|
(167
|
)
|
|
(161
|
)
|
|
(428
|
)
|
|||
Equity-method investment activity, net of tax
|
37
|
|
|
(71
|
)
|
|
(155
|
)
|
|||
Net income (loss)
|
$
|
(241
|
)
|
|
$
|
274
|
|
|
$
|
(39
|
)
|
Basic earnings per share
|
$
|
(0.52
|
)
|
|
$
|
0.60
|
|
|
$
|
(0.09
|
)
|
Diluted earnings per share
|
$
|
(0.52
|
)
|
|
$
|
0.59
|
|
|
$
|
(0.09
|
)
|
Weighted average shares used in computation of earnings per share:
|
|
|
|
|
|
||||||
Basic
|
462
|
|
|
457
|
|
|
453
|
|
|||
Diluted
|
462
|
|
|
465
|
|
|
453
|
|
|||
_____________
|
|
|
|
|
|
||||||
(1) Includes stock-based compensation as follows:
|
|
|
|
|
|
||||||
Fulfillment
|
$
|
375
|
|
|
$
|
294
|
|
|
$
|
212
|
|
Marketing
|
125
|
|
|
88
|
|
|
61
|
|
|||
Technology and content
|
804
|
|
|
603
|
|
|
434
|
|
|||
General and administrative
|
193
|
|
|
149
|
|
|
126
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net income (loss)
|
$
|
(241
|
)
|
|
$
|
274
|
|
|
$
|
(39
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax of $(3), $(20), and $(30)
|
(325
|
)
|
|
63
|
|
|
76
|
|
|||
Net change in unrealized gains on available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses), net of tax of $1, $3, and $(3)
|
2
|
|
|
(10
|
)
|
|
8
|
|
|||
Reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $(1), $(1), and $3
|
(3
|
)
|
|
1
|
|
|
(7
|
)
|
|||
Net unrealized gains (losses) on available-for-sale securities
|
(1
|
)
|
|
(9
|
)
|
|
1
|
|
|||
Total other comprehensive income (loss)
|
(326
|
)
|
|
54
|
|
|
77
|
|
|||
Comprehensive income (loss)
|
$
|
(567
|
)
|
|
$
|
328
|
|
|
$
|
38
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,557
|
|
|
$
|
8,658
|
|
Marketable securities
|
2,859
|
|
|
3,789
|
|
||
Inventories
|
8,299
|
|
|
7,411
|
|
||
Accounts receivable, net and other
|
5,612
|
|
|
4,767
|
|
||
Total current assets
|
31,327
|
|
|
24,625
|
|
||
Property and equipment, net
|
16,967
|
|
|
10,949
|
|
||
Goodwill
|
3,319
|
|
|
2,655
|
|
||
Other assets
|
2,892
|
|
|
1,930
|
|
||
Total assets
|
$
|
54,505
|
|
|
$
|
40,159
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
16,459
|
|
|
$
|
15,133
|
|
Accrued expenses and other
|
9,807
|
|
|
6,688
|
|
||
Unearned revenue
|
1,823
|
|
|
1,159
|
|
||
Total current liabilities
|
28,089
|
|
|
22,980
|
|
||
Long-term debt
|
8,265
|
|
|
3,191
|
|
||
Other long-term liabilities
|
7,410
|
|
|
4,242
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value:
|
|
|
|
||||
Authorized shares — 500
|
|
|
|
||||
Issued and outstanding shares — none
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value:
|
|
|
|
||||
Authorized shares — 5,000
|
|
|
|
||||
Issued shares — 488 and 483
|
|
|
|
||||
Outstanding shares — 465 and 459
|
5
|
|
|
5
|
|
||
Treasury stock, at cost
|
(1,837
|
)
|
|
(1,837
|
)
|
||
Additional paid-in capital
|
11,135
|
|
|
9,573
|
|
||
Accumulated other comprehensive loss
|
(511
|
)
|
|
(185
|
)
|
||
Retained earnings
|
1,949
|
|
|
2,190
|
|
||
Total stockholders’ equity
|
10,741
|
|
|
9,746
|
|
||
Total liabilities and stockholders’ equity
|
$
|
54,505
|
|
|
$
|
40,159
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
Treasury
Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained
Earnings
|
|
Total
Stockholders’
Equity
|
|||||||||||||
Balance as of January 1, 2012
|
455
|
|
|
$
|
5
|
|
|
$
|
(877
|
)
|
|
$
|
6,990
|
|
|
$
|
(316
|
)
|
|
$
|
1,955
|
|
|
$
|
7,757
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
77
|
|
||||||
Exercise of common stock options
|
4
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Repurchase of common stock
|
(5
|
)
|
|
—
|
|
|
(960
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(960
|
)
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
429
|
|
|
—
|
|
|
—
|
|
|
429
|
|
||||||
Stock-based compensation and issuance of employee benefit plan stock
|
—
|
|
|
—
|
|
|
—
|
|
|
854
|
|
|
—
|
|
|
—
|
|
|
854
|
|
||||||
Issuance of common stock for acquisition activity
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||||
Balance as of December 31, 2012
|
454
|
|
|
5
|
|
|
(1,837
|
)
|
|
8,347
|
|
|
(239
|
)
|
|
1,916
|
|
|
8,192
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|
274
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
||||||
Exercise of common stock options
|
5
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
73
|
|
||||||
Stock-based compensation and issuance of employee benefit plan stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
|
—
|
|
|
—
|
|
|
1,149
|
|
||||||
Balance as of December 31, 2013
|
459
|
|
|
5
|
|
|
(1,837
|
)
|
|
9,573
|
|
|
(185
|
)
|
|
2,190
|
|
|
9,746
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
|
—
|
|
|
(326
|
)
|
||||||
Exercise of common stock options
|
6
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Stock-based compensation and issuance of employee benefit plan stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
—
|
|
|
—
|
|
|
1,510
|
|
||||||
Issuance of common stock for acquisition activity
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
||||||
Balance as of December 31, 2014
|
465
|
|
|
$
|
5
|
|
|
$
|
(1,837
|
)
|
|
$
|
11,135
|
|
|
$
|
(511
|
)
|
|
$
|
1,949
|
|
|
$
|
10,741
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Shares used in computation of basic earnings per share
|
462
|
|
|
457
|
|
|
453
|
|
Total dilutive effect of outstanding stock awards
|
—
|
|
|
8
|
|
|
—
|
|
Shares used in computation of diluted earnings per share
|
462
|
|
|
465
|
|
|
453
|
|
|
December 31, 2014
|
||||||||||||||
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Total
Estimated
Fair Value
|
||||||||
Cash
|
$
|
4,155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,155
|
|
Level 1 securities:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
10,718
|
|
|
—
|
|
|
—
|
|
|
10,718
|
|
||||
Equity securities
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
||||
Level 2 securities:
|
|
|
|
|
|
|
|
||||||||
Foreign government and agency securities
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||
U.S. government and agency securities
|
2,407
|
|
|
1
|
|
|
(2
|
)
|
|
2,406
|
|
||||
Corporate debt securities
|
401
|
|
|
1
|
|
|
(1
|
)
|
|
401
|
|
||||
Asset-backed securities
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
||||
Other fixed income securities
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||
|
$
|
17,865
|
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
|
$
|
17,866
|
|
Less: Restricted cash, cash equivalents, and marketable securities (1)
|
|
|
|
|
|
|
(450
|
)
|
|||||||
Total cash, cash equivalents, and marketable securities
|
|
$
|
17,416
|
|
|
December 31, 2013
|
||||||||||||||
|
Cost or
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Total
Estimated
Fair Value
|
||||||||
Cash
|
$
|
3,008
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,008
|
|
Level 1 securities:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
5,914
|
|
|
—
|
|
|
—
|
|
|
5,914
|
|
||||
Equity securities
|
3
|
|
|
1
|
|
|
—
|
|
|
4
|
|
||||
Level 2 securities:
|
|
|
|
|
|
|
|
||||||||
Foreign government and agency securities
|
757
|
|
|
2
|
|
|
(1
|
)
|
|
758
|
|
||||
U.S. government and agency securities
|
2,224
|
|
|
1
|
|
|
(3
|
)
|
|
2,222
|
|
||||
Corporate debt securities
|
739
|
|
|
3
|
|
|
(1
|
)
|
|
741
|
|
||||
Asset-backed securities
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||
Other fixed income securities
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
||||
|
$
|
12,746
|
|
|
$
|
7
|
|
|
$
|
(5
|
)
|
|
$
|
12,748
|
|
Less: Restricted cash, cash equivalents, and marketable securities (1)
|
|
|
|
|
|
|
(301
|
)
|
|||||||
Total cash, cash equivalents, and marketable securities
|
|
$
|
12,447
|
|
(1)
|
We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable securities as collateral for standby and trade letters of credit, guarantees, debt, real estate leases, and amounts due to third-party sellers in certain jurisdictions. We classify cash, cash equivalents and marketable securities with use restrictions of less than twelve months as “Accounts receivable, net and other” and of twelve months or longer as non-current “Other assets” on our consolidated balance sheets. See “Note 8—Commitments and Contingencies.”
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Realized gains
|
$
|
8
|
|
|
$
|
6
|
|
|
$
|
20
|
|
Realized losses
|
5
|
|
|
7
|
|
|
10
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
Due within one year
|
$
|
12,553
|
|
|
$
|
12,552
|
|
Due after one year through five years
|
798
|
|
|
799
|
|
||
Due after five years through ten years
|
132
|
|
|
132
|
|
||
Due after ten years
|
224
|
|
|
224
|
|
||
Total
|
$
|
13,707
|
|
|
$
|
13,707
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Gross property and equipment (1):
|
|
|
|
||||
Land and buildings
|
$
|
7,150
|
|
|
$
|
4,584
|
|
Equipment and internal-use software (2)
|
14,213
|
|
|
9,274
|
|
||
Other corporate assets
|
304
|
|
|
231
|
|
||
Construction in progress
|
1,063
|
|
|
720
|
|
||
Gross property and equipment
|
22,730
|
|
|
14,809
|
|
||
Total accumulated depreciation (1)
|
5,763
|
|
|
3,860
|
|
||
Total property and equipment, net
|
$
|
16,967
|
|
|
$
|
10,949
|
|
(1)
|
Excludes the original cost and accumulated depreciation of fully-depreciated assets.
|
(2)
|
Includes internal-use software of
$1.3 billion
and
$1.1 billion
as of
December 31, 2014
and
2013
.
|
Purchase Price
|
|
||
Cash paid, net of cash acquired
|
$
|
813
|
|
Stock options assumed
|
44
|
|
|
Indemnification holdback
|
5
|
|
|
|
$
|
862
|
|
Allocation
|
|
||
Goodwill
|
$
|
707
|
|
Intangible assets (1):
|
|
||
Marketing-related
|
23
|
|
|
Contract-based
|
1
|
|
|
Technology-based
|
33
|
|
|
Customer-related
|
173
|
|
|
|
230
|
|
|
Property and equipment
|
16
|
|
|
Deferred tax assets
|
64
|
|
|
Other assets acquired
|
34
|
|
|
Deferred tax liabilities
|
(88
|
)
|
|
Other liabilities assumed
|
(101
|
)
|
|
|
$
|
862
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
one
and
five
years, with a weighted-average amortization period of
five
years.
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Net sales
|
$
|
89,041
|
|
|
$
|
74,505
|
|
Net income (loss)
|
$
|
(287
|
)
|
|
$
|
180
|
|
|
|
||
Purchase Price
|
|
||
Cash paid, net of cash acquired
|
$
|
613
|
|
Stock options assumed
|
65
|
|
|
|
$
|
678
|
|
Allocation
|
|
||
Goodwill
|
$
|
560
|
|
Intangible assets (1):
|
|
||
Marketing-related
|
5
|
|
|
Contract-based
|
3
|
|
|
Technology-based
|
168
|
|
|
Customer-related
|
17
|
|
|
|
193
|
|
|
Property and equipment
|
9
|
|
|
Deferred tax assets
|
34
|
|
|
Other assets acquired
|
41
|
|
|
Deferred tax liabilities
|
(81
|
)
|
|
Other liabilities assumed
|
(78
|
)
|
|
|
$
|
678
|
|
(1)
|
Acquired intangible assets have estimated useful lives of between
four
and
10
years, with a weighted-average amortization period of
five
years.
|
|
North
America
|
|
International
|
|
Consolidated
|
||||||
Goodwill - January 1, 2013
|
$
|
1,937
|
|
|
$
|
615
|
|
|
$
|
2,552
|
|
New acquisitions
|
99
|
|
|
4
|
|
|
103
|
|
|||
Other adjustments (1)
|
(3
|
)
|
|
3
|
|
|
—
|
|
|||
Goodwill - December 31, 2013
|
2,033
|
|
|
622
|
|
|
2,655
|
|
|||
New acquisitions (2)
|
553
|
|
|
162
|
|
|
715
|
|
|||
Other adjustments (1)
|
(2
|
)
|
|
(49
|
)
|
|
(51
|
)
|
|||
Goodwill - December 31, 2014
|
$
|
2,584
|
|
|
$
|
735
|
|
|
$
|
3,319
|
|
(1)
|
Primarily includes changes in foreign exchange rates.
|
(2)
|
Primarily includes the goodwill of Twitch.
|
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
Weighted
Average Life
Remaining
|
|
Acquired
Intangibles,
Gross (1)
|
|
Accumulated
Amortization (1)
|
|
Acquired
Intangibles,
Net
|
|
Acquired
Intangibles,
Gross (1)
|
|
Accumulated
Amortization (1)
|
|
Acquired
Intangibles,
Net
|
||||||||||||
Marketing-related
|
5.3
|
|
$
|
457
|
|
|
$
|
(199
|
)
|
|
$
|
258
|
|
|
$
|
429
|
|
|
$
|
(156
|
)
|
|
$
|
273
|
|
Contract-based
|
2.2
|
|
172
|
|
|
(125
|
)
|
|
47
|
|
|
173
|
|
|
(110
|
)
|
|
63
|
|
||||||
Technology- and content-based
|
3.5
|
|
370
|
|
|
(129
|
)
|
|
241
|
|
|
278
|
|
|
(74
|
)
|
|
204
|
|
||||||
Customer-related
|
2.5
|
|
535
|
|
|
(317
|
)
|
|
218
|
|
|
368
|
|
|
(263
|
)
|
|
105
|
|
||||||
Acquired intangibles (2)
|
3.5
|
|
$
|
1,534
|
|
|
$
|
(770
|
)
|
|
$
|
764
|
|
|
$
|
1,248
|
|
|
$
|
(603
|
)
|
|
$
|
645
|
|
(1)
|
Excludes the original cost and accumulated amortization of fully-amortized intangibles.
|
(2)
|
Intangible assets have estimated useful lives of between
one
and
10
years.
|
Year Ended December 31,
|
|||
2015
|
$
|
202
|
|
2016
|
185
|
|
|
2017
|
161
|
|
|
2018
|
106
|
|
|
2019
|
79
|
|
|
Thereafter
|
31
|
|
|
|
$
|
764
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Statement of Operations:
|
|
|
|
|
|
||||||
Revenue
|
$
|
231
|
|
|
$
|
302
|
|
|
$
|
347
|
|
Gross profit
|
194
|
|
|
253
|
|
|
280
|
|
|||
Operating expenses
|
296
|
|
|
282
|
|
|
367
|
|
|||
Operating loss from continuing operations
|
(102
|
)
|
|
(29
|
)
|
|
(87
|
)
|
|||
Net loss from continuing operations
|
(73
|
)
|
|
(16
|
)
|
|
(79
|
)
|
|||
Net income (loss) from discontinued operations, net of tax (1)
|
173
|
|
|
(156
|
)
|
|
(574
|
)
|
|||
Net income (loss)
|
$
|
100
|
|
|
$
|
(172
|
)
|
|
$
|
(653
|
)
|
(1)
|
In January 2014, LivingSocial completed the sale of its Korean operations for approximately
$260 million
and, in the first quarter of 2014, recognized a gain on disposal of
$205 million
, net of tax. The statement of operations information above has been recast to present the Korean operations, and certain other operations, as discontinued operations.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance Sheet:
|
|
|
|
||||
Current assets
|
$
|
163
|
|
|
$
|
182
|
|
Non-current assets
|
29
|
|
|
61
|
|
||
Current liabilities
|
137
|
|
|
301
|
|
||
Non-current liabilities
|
34
|
|
|
33
|
|
||
Redeemable stock
|
366
|
|
|
315
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
0.65% Notes due on November 27, 2015 (1)
|
$
|
750
|
|
|
$
|
750
|
|
1.20% Notes due on November 29, 2017 (1)
|
1,000
|
|
|
1,000
|
|
||
2.50% Notes due on November 29, 2022 (1)
|
1,250
|
|
|
1,250
|
|
||
2.60% Notes due on December 5, 2019 (2)
|
1,000
|
|
|
—
|
|
||
3.30% Notes due on December 5, 2021 (2)
|
1,000
|
|
|
—
|
|
||
3.80% Notes due on December 5, 2024 (2)
|
1,250
|
|
|
—
|
|
||
4.80% Notes due on December 5, 2034 (2)
|
1,250
|
|
|
—
|
|
||
4.95% Notes due on December 5, 2044 (2)
|
1,500
|
|
|
—
|
|
||
Other long-term debt
|
881
|
|
|
967
|
|
||
Total debt
|
9,881
|
|
|
3,967
|
|
||
Less current portion of long-term debt
|
(1,520
|
)
|
|
(753
|
)
|
||
Face value of long-term debt
|
$
|
8,361
|
|
|
$
|
3,214
|
|
(1)
|
Issued in November 2012, effective interest rates of the 2015, 2017, and 2022 Notes were
0.84%
,
1.38%
, and
2.66%
.
|
(2)
|
Issued in December 2014, effective interest rates of the 2019, 2021, 2024, 2034, and 2044 Notes were
2.73%
,
3.43%
,
3.90%
,
4.92%
, and
5.11%
.
|
Year Ended December 31,
|
|||
2015
|
$
|
1,520
|
|
2016
|
36
|
|
|
2017
|
1,037
|
|
|
2018
|
38
|
|
|
2019
|
1,000
|
|
|
Thereafter
|
6,250
|
|
|
|
$
|
9,881
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Long-term capital lease obligations
|
$
|
3,026
|
|
|
$
|
1,435
|
|
Long-term finance lease obligations
|
1,198
|
|
|
555
|
|
||
Construction liabilities
|
467
|
|
|
385
|
|
||
Tax contingencies
|
510
|
|
|
457
|
|
||
Long-term deferred tax liabilities
|
1,021
|
|
|
571
|
|
||
Other
|
1,188
|
|
|
839
|
|
||
Total other long-term liabilities
|
$
|
7,410
|
|
|
$
|
4,242
|
|
|
December 31, 2014
|
||
Gross capital lease obligations
|
$
|
5,182
|
|
Less imputed interest
|
(143
|
)
|
|
Present value of net minimum lease payments
|
5,039
|
|
|
Less current portion of capital lease obligations
|
(2,013
|
)
|
|
Total long-term capital lease obligations
|
$
|
3,026
|
|
|
December 31, 2014
|
||
Gross finance lease obligations
|
$
|
1,629
|
|
Less imputed interest
|
(364
|
)
|
|
Present value of net minimum lease payments
|
1,265
|
|
|
Less current portion of finance lease obligations
|
(67
|
)
|
|
Total long-term finance lease obligations
|
$
|
1,198
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
||||||||||||||
Operating and capital commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Debt principal and interest
|
$
|
1,842
|
|
|
$
|
323
|
|
|
$
|
1,322
|
|
|
$
|
310
|
|
|
$
|
1,272
|
|
|
$
|
9,403
|
|
|
$
|
14,472
|
|
Capital leases, including interest
|
2,060
|
|
|
1,727
|
|
|
1,030
|
|
|
178
|
|
|
89
|
|
|
98
|
|
|
5,182
|
|
|||||||
Finance lease obligations, including interest
|
110
|
|
|
112
|
|
|
115
|
|
|
117
|
|
|
119
|
|
|
1,056
|
|
|
1,629
|
|
|||||||
Operating leases
|
868
|
|
|
791
|
|
|
728
|
|
|
634
|
|
|
549
|
|
|
2,343
|
|
|
5,913
|
|
|||||||
Unconditional purchase obligations (1)
|
489
|
|
|
435
|
|
|
351
|
|
|
118
|
|
|
38
|
|
|
3
|
|
|
1,434
|
|
|||||||
Other commitments (2) (3)
|
928
|
|
|
333
|
|
|
160
|
|
|
140
|
|
|
90
|
|
|
845
|
|
|
2,496
|
|
|||||||
Total commitments
|
$
|
6,297
|
|
|
$
|
3,721
|
|
|
$
|
3,706
|
|
|
$
|
1,497
|
|
|
$
|
2,157
|
|
|
$
|
13,748
|
|
|
$
|
31,126
|
|
(1)
|
Includes unconditional purchase obligations related to long-term agreements to acquire and license digital content that are not reflected on the consolidated balance sheets. For those agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified.
|
(2)
|
Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that have not been placed in service and media content liabilities associated with long-term media content assets with initial terms greater than one year.
|
(3)
|
Excludes
$710 million
of tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.
|
|
Number of Units
|
|
Weighted Average
Grant-Date
Fair Value
|
|||
Outstanding as of January 1, 2012
|
13.1
|
|
|
$
|
143
|
|
Units granted
|
8.2
|
|
|
209
|
|
|
Units vested
|
(4.2
|
)
|
|
110
|
|
|
Units forfeited
|
(1.7
|
)
|
|
168
|
|
|
Outstanding as of December 31, 2012
|
15.4
|
|
|
184
|
|
|
Units granted
|
7.2
|
|
|
283
|
|
|
Units vested
|
(4.5
|
)
|
|
160
|
|
|
Units forfeited
|
(1.8
|
)
|
|
209
|
|
|
Outstanding as of December 31, 2013
|
16.3
|
|
|
233
|
|
|
Units granted
|
8.5
|
|
|
328
|
|
|
Units vested
|
(5.1
|
)
|
|
202
|
|
|
Units forfeited
|
(2.3
|
)
|
|
264
|
|
|
Outstanding as of December 31, 2014
|
17.4
|
|
|
$
|
285
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|||||||
Scheduled vesting—restricted stock units
|
5.9
|
|
|
6.1
|
|
|
3.4
|
|
|
1.7
|
|
|
0.2
|
|
|
0.1
|
|
|
17.4
|
|
|
|
Foreign currency
translation
adjustments
|
|
Unrealized gains on
available-for-sale
securities
|
|
Total
|
||||||
Balances as of January 1, 2012
|
|
$
|
(326
|
)
|
|
$
|
10
|
|
|
$
|
(316
|
)
|
Other comprehensive income
|
|
76
|
|
|
1
|
|
|
77
|
|
|||
Balances as of December 31, 2012
|
|
(250
|
)
|
|
11
|
|
|
(239
|
)
|
|||
Other comprehensive income (loss)
|
|
63
|
|
|
(9
|
)
|
|
54
|
|
|||
Balances as of December 31, 2013
|
|
(187
|
)
|
|
2
|
|
|
(185
|
)
|
|||
Other comprehensive income (loss)
|
|
(325
|
)
|
|
(1
|
)
|
|
(326
|
)
|
|||
Balances as of December 31, 2014
|
|
$
|
(512
|
)
|
|
$
|
1
|
|
|
$
|
(511
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Current taxes:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
214
|
|
|
$
|
99
|
|
|
$
|
528
|
|
U.S. State
|
65
|
|
|
45
|
|
|
34
|
|
|||
International
|
204
|
|
|
173
|
|
|
131
|
|
|||
Current taxes
|
483
|
|
|
317
|
|
|
693
|
|
|||
Deferred taxes:
|
|
|
|
|
|
||||||
U.S. Federal
|
(125
|
)
|
|
(114
|
)
|
|
(129
|
)
|
|||
U.S. State
|
(11
|
)
|
|
(19
|
)
|
|
(27
|
)
|
|||
International
|
(180
|
)
|
|
(23
|
)
|
|
(109
|
)
|
|||
Deferred taxes
|
(316
|
)
|
|
(156
|
)
|
|
(265
|
)
|
|||
Provision for income taxes, net
|
$
|
167
|
|
|
$
|
161
|
|
|
$
|
428
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
U.S.
|
$
|
292
|
|
|
$
|
704
|
|
|
$
|
882
|
|
International
|
(403
|
)
|
|
(198
|
)
|
|
(338
|
)
|
|||
Income (loss) before income taxes
|
$
|
(111
|
)
|
|
$
|
506
|
|
|
$
|
544
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Income taxes computed at the federal statutory rate
|
$
|
(39
|
)
|
|
$
|
177
|
|
|
$
|
191
|
|
Effect of:
|
|
|
|
|
|
||||||
Impact of foreign tax differential
|
136
|
|
|
(41
|
)
|
|
172
|
|
|||
State taxes, net of federal benefits
|
29
|
|
|
14
|
|
|
1
|
|
|||
Tax credits
|
(85
|
)
|
|
(84
|
)
|
|
(24
|
)
|
|||
Nondeductible compensation
|
117
|
|
|
86
|
|
|
72
|
|
|||
Domestic production activities deduction
|
(20
|
)
|
|
(11
|
)
|
|
—
|
|
|||
Other, net
|
29
|
|
|
20
|
|
|
16
|
|
|||
Total
|
$
|
167
|
|
|
$
|
161
|
|
|
$
|
428
|
|
|
December 31,
|
||||||
|
2014 (1)
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating losses U.S. - Federal/States (2)
|
$
|
357
|
|
|
$
|
53
|
|
Net operating losses foreign (3)
|
669
|
|
|
427
|
|
||
Accrued liabilities, reserves, & other expenses
|
780
|
|
|
590
|
|
||
Stock-based compensation
|
534
|
|
|
396
|
|
||
Deferred revenue
|
156
|
|
|
249
|
|
||
Assets held for investment
|
154
|
|
|
164
|
|
||
Other items
|
242
|
|
|
177
|
|
||
Tax credits (4)
|
115
|
|
|
107
|
|
||
Total gross deferred tax assets
|
3,007
|
|
|
2,163
|
|
||
Less valuation allowance (5)
|
(901
|
)
|
|
(698
|
)
|
||
Deferred tax assets, net of valuation allowance
|
2,106
|
|
|
1,465
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation & amortization
|
(1,609
|
)
|
|
(1,021
|
)
|
||
Acquisition related intangible assets
|
(195
|
)
|
|
(201
|
)
|
||
Other items
|
(31
|
)
|
|
(16
|
)
|
||
Net deferred tax assets, net of valuation allowance
|
$
|
271
|
|
|
$
|
227
|
|
(1)
|
Deferred tax assets related to net operating losses and tax credits are presented net of tax contingencies.
|
(2)
|
Excluding
$261 million
and
$81 million
of deferred tax assets as of
December 31, 2014
and
2013
, related to net operating losses that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders’ equity.
|
(3)
|
Excluding
$2 million
and
$2 million
of deferred tax assets as of
December 31, 2014
and
2013
, related to net operating losses that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders’ equity.
|
(4)
|
Excluding
$268 million
and
$227 million
of deferred tax assets as of
December 31, 2014
and
2013
, related to tax credits that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders’ equity.
|
(5)
|
Relates primarily to deferred tax assets that would only be realizable upon the generation of net income in certain foreign taxing jurisdictions and future capital gains.
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Gross tax contingencies – January 1
|
$
|
407
|
|
|
$
|
294
|
|
|
$
|
229
|
|
Gross increases to tax positions in prior periods
|
351
|
|
|
78
|
|
|
91
|
|
|||
Gross decreases to tax positions in prior periods
|
(50
|
)
|
|
(18
|
)
|
|
(47
|
)
|
|||
Gross increases to current period tax positions
|
20
|
|
|
54
|
|
|
26
|
|
|||
Audit settlements paid
|
(16
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Lapse of statute of limitations
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Gross tax contingencies – December 31 (1)
|
$
|
710
|
|
|
$
|
407
|
|
|
$
|
294
|
|
(1)
|
As of
December 31, 2014
, we had
$710 million
of tax contingencies, of which
$604 million
, if fully recognized, would decrease our effective tax rate.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
North America
|
|
|
|
|
|
||||||
Net sales
|
$
|
55,469
|
|
|
$
|
44,517
|
|
|
$
|
34,813
|
|
Segment operating expenses (1)
|
53,364
|
|
|
42,631
|
|
|
33,221
|
|
|||
Segment operating income
|
$
|
2,105
|
|
|
$
|
1,886
|
|
|
$
|
1,592
|
|
International
|
|
|
|
|
|
||||||
Net sales
|
$
|
33,519
|
|
|
$
|
29,935
|
|
|
$
|
26,280
|
|
Segment operating expenses (1)
|
33,816
|
|
|
29,828
|
|
|
26,204
|
|
|||
Segment operating income (loss)
|
$
|
(297
|
)
|
|
$
|
107
|
|
|
$
|
76
|
|
Consolidated
|
|
|
|
|
|
||||||
Net sales
|
$
|
88,988
|
|
|
$
|
74,452
|
|
|
$
|
61,093
|
|
Segment operating expenses (1)
|
87,180
|
|
|
72,459
|
|
|
59,425
|
|
|||
Segment operating income
|
1,808
|
|
|
1,993
|
|
|
1,668
|
|
|||
Stock-based compensation
|
(1,497
|
)
|
|
(1,134
|
)
|
|
(833
|
)
|
|||
Other operating income (expense), net
|
(133
|
)
|
|
(114
|
)
|
|
(159
|
)
|
|||
Income from operations
|
178
|
|
|
745
|
|
|
676
|
|
|||
Total non-operating income (expense)
|
(289
|
)
|
|
(239
|
)
|
|
(132
|
)
|
|||
Provision for income taxes
|
(167
|
)
|
|
(161
|
)
|
|
(428
|
)
|
|||
Equity-method investment activity, net of tax
|
37
|
|
|
(71
|
)
|
|
(155
|
)
|
|||
Net income (loss)
|
$
|
(241
|
)
|
|
$
|
274
|
|
|
$
|
(39
|
)
|
(1)
|
Represents operating expenses, excluding stock-based compensation and “Other operating expense (income), net,” which are not allocated to segments.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net Sales:
|
|
||||||||||
Media
|
$
|
22,505
|
|
|
$
|
21,716
|
|
|
$
|
19,942
|
|
Electronics and other general merchandise
|
60,886
|
|
|
48,802
|
|
|
38,628
|
|
|||
Other (1)
|
5,597
|
|
|
3,934
|
|
|
2,523
|
|
|||
|
$
|
88,988
|
|
|
$
|
74,452
|
|
|
$
|
61,093
|
|
(1)
|
Includes sales from non-retail activities, such as AWS, advertising services, and our co-branded credit card agreements.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Germany
|
$
|
11,919
|
|
|
$
|
10,535
|
|
|
$
|
8,732
|
|
Japan
|
7,912
|
|
|
7,639
|
|
|
7,800
|
|
|||
United Kingdom
|
8,341
|
|
|
7,291
|
|
|
6,478
|
|
|
December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
North America
|
|
|
|
|
|
||||||
Total assets
|
$
|
39,157
|
|
|
$
|
26,108
|
|
|
$
|
20,703
|
|
Property and equipment, net
|
13,163
|
|
|
8,447
|
|
|
5,481
|
|
|||
Total property and equipment additions
|
7,464
|
|
|
4,837
|
|
|
3,348
|
|
|||
International
|
|
|
|
|
|
||||||
Total assets
|
$
|
15,348
|
|
|
$
|
14,051
|
|
|
$
|
11,852
|
|
Property and equipment, net
|
3,804
|
|
|
2,502
|
|
|
1,579
|
|
|||
Total property and equipment additions
|
2,017
|
|
|
1,536
|
|
|
969
|
|
|||
Consolidated
|
|
|
|
|
|
||||||
Total assets
|
$
|
54,505
|
|
|
$
|
40,159
|
|
|
$
|
32,555
|
|
Property and equipment, net
|
16,967
|
|
|
10,949
|
|
|
7,060
|
|
|||
Total property and equipment additions
|
9,481
|
|
|
6,373
|
|
|
4,317
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
North America
|
$
|
2,701
|
|
|
$
|
1,863
|
|
|
$
|
1,229
|
|
International
|
915
|
|
|
597
|
|
|
424
|
|
|||
Consolidated
|
$
|
3,616
|
|
|
$
|
2,460
|
|
|
$
|
1,653
|
|
|
|
Year Ended December 31, 2014 (1)
|
||||||||||||||
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Net sales
|
|
$
|
29,328
|
|
|
$
|
20,579
|
|
|
$
|
19,340
|
|
|
$
|
19,741
|
|
Income (loss) from operations
|
|
591
|
|
|
(544
|
)
|
|
(15
|
)
|
|
146
|
|
||||
Income (loss) before income taxes
|
|
429
|
|
|
(634
|
)
|
|
(27
|
)
|
|
120
|
|
||||
Benefit (provision) for income taxes
|
|
(205
|
)
|
|
205
|
|
|
(94
|
)
|
|
(73
|
)
|
||||
Net income (loss)
|
|
214
|
|
|
(437
|
)
|
|
(126
|
)
|
|
108
|
|
||||
Basic earnings per share
|
|
0.46
|
|
|
(0.95
|
)
|
|
(0.27
|
)
|
|
0.23
|
|
||||
Diluted earnings per share
|
|
0.45
|
|
|
(0.95
|
)
|
|
(0.27
|
)
|
|
0.23
|
|
||||
Shares used in computation of earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
464
|
|
|
463
|
|
|
461
|
|
|
460
|
|
||||
Diluted
|
|
472
|
|
|
463
|
|
|
461
|
|
|
468
|
|
|
|
Year Ended December 31, 2013 (1)
|
||||||||||||||
|
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Net sales
|
|
$
|
25,587
|
|
|
$
|
17,092
|
|
|
$
|
15,704
|
|
|
$
|
16,070
|
|
Income (loss) from operations
|
|
510
|
|
|
(25
|
)
|
|
79
|
|
|
181
|
|
||||
Income (loss) before income taxes
|
|
451
|
|
|
(43
|
)
|
|
17
|
|
|
81
|
|
||||
Benefit (provision) for income taxes
|
|
(179
|
)
|
|
12
|
|
|
(13
|
)
|
|
18
|
|
||||
Net income (loss)
|
|
239
|
|
|
(41
|
)
|
|
(7
|
)
|
|
82
|
|
||||
Basic earnings per share
|
|
0.52
|
|
|
(0.09
|
)
|
|
(0.02
|
)
|
|
0.18
|
|
||||
Diluted earnings per share
|
|
0.51
|
|
|
(0.09
|
)
|
|
(0.02
|
)
|
|
0.18
|
|
||||
Shares used in computation of earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
458
|
|
|
457
|
|
|
456
|
|
|
455
|
|
||||
Diluted
|
|
467
|
|
|
457
|
|
|
456
|
|
|
463
|
|
(1)
|
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.
|
Item 9.
|
Changes in and Disagreements with Accountants On Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
AMAZON.COM, INC.
|
|
|
|
|
|
By:
|
/s/ Jeffrey P. Bezos
|
|
|
Jeffrey P. Bezos
|
|
|
President, Chief Executive Officer,
and Chairman of the Board
|
Signature
|
|
Title
|
|
|
|
/s/ Jeffrey P. Bezos
|
|
|
Jeffrey P. Bezos
|
|
Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
/s/ Thomas J. Szkutak
|
|
|
Thomas J. Szkutak
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
|
|
/s/ Shelley Reynolds
|
|
|
Shelley Reynolds
|
|
Vice President, Worldwide Controller (Principal Accounting Officer)
|
|
|
|
/s/ Tom A. Alberg
|
|
|
Tom A. Alberg
|
|
Director
|
|
|
|
/s/ John Seely Brown
|
|
|
John Seely Brown
|
|
Director
|
|
|
|
/s/ William B. Gordon
|
|
|
William B. Gordon
|
|
Director
|
|
|
|
/s/ Jamie S. Gorelick
|
|
|
Jamie S. Gorelick
|
|
Director
|
|
|
|
/s/ Judith A. McGrath
|
|
|
Judith A. McGrath
|
|
Director
|
|
|
|
/s/ Alain Monié
|
|
|
Alain Monié
|
|
Director
|
|
|
|
/s/ Jonathan J. Rubinstein
|
|
|
Jonathan J. Rubinstein
|
|
Director
|
|
|
|
/s/ Thomas O. Ryder
|
|
|
Thomas O. Ryder
|
|
Director
|
|
|
|
/s/ Patricia Q. Stonesifer
|
|
|
Patricia Q. Stonesifer
|
|
Director
|
Exhibit Number
|
|
Description
|
|
|
|
2.1
|
|
Form of Purchase and Sale Agreement dated as of October 1, 2012, between Acorn Development LLC, a wholly owned subsidiary of the Company, and Lake Union III LLC, Lake Union IV LLC, City Place V LLC, City Place II LLC, City Place III LLC, City Place IV LLC, and City Place V LLC, respectively (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2012).
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 18, 2009).
|
|
|
|
4.1
|
|
Indenture, dated as of November 29, 2012, between Amazon.com, Inc. and Wells Fargo Bank, National Association, as trustee, and Form of 0.650% Note due 2015, Form of 1.200% Note due 2017, and Form of 2.500% Note due 2022 (incorporated by reference to the Company’s Current Report on Form 8-K, filed November 29, 2012).
|
|
|
|
4.2
|
|
Officers’ Certificate Establishing the Terms of Notes, 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, 2014).
|
|
|
|
10.1†
|
|
1997 Stock Incentive Plan (amended and restated) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2013).
|
|
|
|
10.2†
|
|
1999 Nonofficer Employee Stock Option Plan (amended and restated) (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2013).
|
|
|
|
10.3†
|
|
Offer Letter of Employment to Diego Piacentini, dated January 17, 2000 (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2000).
|
|
|
|
10.4†
|
|
Form of Indemnification Agreement between the Company and each of its Directors (incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795) filed March 24, 1997).
|
|
|
|
10.5†
|
|
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, 2002).
|
|
|
|
10.6†
|
|
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, 2002).
|
|
|
|
10.7†
|
|
Form of Restricted Stock Agreement (incorporated by reference to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2001).
|
|
|
|
10.8†
|
|
Form of Global Restricted Stock Unit Award Agreement for Executive Officers (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2014).
|
|
|
|
10.9
|
|
Credit Agreement, dated as of September 5, 2014, among Amazon.com, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto, and conformed page thereto (incorporated by reference to the Company’s Current Report on Form 8-K, filed September 5, 2014, and Quarterly Report on Form 10-Q for the Quarter ended September 30, 2014, respectively).
|
|
|
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1
|
|
List of Significant Subsidiaries.
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of Jeffrey P. Bezos, Chairman and Chief Executive Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
31.2
|
|
Certification of Thomas J. Szkutak, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
|
|
|
32.1
|
|
Certification of Jeffrey P. Bezos, Chairman and Chief Executive Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350.
|
|
|
|
32.2
|
|
Certification of Thomas J. Szkutak, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350.
|
|
|
|
101
|
|
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (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.
|
†
|
Executive Compensation Plan or Agreement
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Intuit Inc. | INTU |
L Brands, Inc. | LB |
NCR Corporation | NCR |
The Walt Disney Company | DIS |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|