Forward-Looking Statements



This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact, including statements
regarding guidance, industry prospects, or future results of operations or
financial position, made in this Quarterly Report on Form 10-Q are
forward-looking. We use words such as anticipates, believes, expects, future,
intends, and similar expressions to identify forward-looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. Actual results and outcomes could differ materially for a
variety of reasons, including, among others, fluctuations in foreign exchange
rates, changes in global economic conditions and customer spending, inflation,
labor market and global supply chain constraints, world events, the rate of
growth of the Internet, online commerce, and cloud services, the amount that
Amazon.com invests in new business opportunities and the timing of those
investments, the mix of products and services sold to customers, the mix of net
sales derived from products as compared with services, the extent to which we
owe income or other taxes, competition, management of growth, potential
fluctuations in operating results, international growth and expansion, the
outcomes of claims, litigation, government investigations, and other
proceedings, fulfillment, sortation, delivery, and data center optimization,
risks of inventory management, variability in demand, the degree to which we
enter into, maintain, and develop commercial agreements, proposed and completed
acquisitions and strategic transactions, payments risks, and risks of
fulfillment throughput and productivity. In addition, global economic conditions
and additional or unforeseen effects from the COVID-19 pandemic amplify many of
these risks. These risks and uncertainties, as well as other risks and
uncertainties that could cause our actual results or outcomes to differ
significantly from management's expectations, are described in greater detail in
Item 1A of Part II, "Risk Factors."

For additional information, see Item 7 of Part II, "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Overview" of our
2021 Annual Report on Form 10-K.

Critical Accounting Judgments



The preparation of financial statements in conformity with GAAP requires
estimates and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent
liabilities in the consolidated financial statements and accompanying notes. The
SEC has defined a company's critical accounting policies as the ones that are
most important to the portrayal of the company's financial condition and results
of operations, and which require the company to make its most difficult and
subjective judgments, often as a result of the need to make estimates of matters
that are inherently uncertain. Based on this definition, we have identified the
critical accounting policies and judgments addressed below. We also have other
key accounting policies, which involve the use of estimates, judgments, and
assumptions that are significant to understanding our results. For additional
information, see Item 8 of Part II, "Financial Statements and Supplementary Data
- Note 1 - Description of Business, Accounting Policies, and Supplemental
Disclosures" of our 2021 Annual Report on Form 10-K and Item 1 of Part I,
"Financial Statements - Note 1 - Accounting Policies and Supplemental
Disclosures," of this Form 10-Q. Although we believe that our estimates,
assumptions, and judgments are reasonable, they are based upon information
presently available. Actual results may differ significantly from these
estimates under different assumptions, judgments, or conditions.

Inventories



Inventories, consisting of products available for sale, are primarily accounted
for using the first-in first-out method, and are valued at the lower of cost and
net realizable value. This valuation requires us to make judgments, based on
currently available information, about the likely method of disposition, such as
through sales to individual customers, returns to product vendors, or
liquidations, and expected recoverable values of each disposition category.
These assumptions about future disposition of inventory are inherently uncertain
and changes in our estimates and assumptions may cause us to realize material
write-downs in the future. As a measure of sensitivity, for every 1% of
additional inventory valuation allowance as of March 31, 2022, we would have
recorded an additional cost of sales of approximately $390 million.

In addition, we enter into supplier commitments for certain electronic device components and certain products. These commitments are based on forecasted customer demand. If we reduce these commitments, we may incur additional costs.

Income Taxes



We are subject to income taxes in the U.S. (federal and state) and numerous
foreign jurisdictions. Tax laws, regulations, administrative practices,
principles, and interpretations in various jurisdictions may be subject to
significant change, with or without notice, due to economic, political, and
other conditions, and significant judgment is required in evaluating and
estimating our provision and accruals for these taxes. There are many
transactions that occur during the ordinary course of business for which the
ultimate tax determination is uncertain. In addition, our actual and forecasted
earnings are subject to
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change due to economic, political, and other conditions and significant judgment is required in determining our ability to use our deferred tax assets.



Our effective tax rates could be affected by numerous factors, such as changes
in our business operations, acquisitions, investments, entry into new businesses
and geographies, intercompany transactions, the relative amount of our foreign
earnings, including earnings being lower than anticipated in jurisdictions where
we have lower statutory rates and higher than anticipated in jurisdictions where
we have higher statutory rates, losses incurred in jurisdictions for which we
are not able to realize related tax benefits, the applicability of special tax
regimes, changes in foreign currency exchange rates, changes in our stock price,
changes to our forecasts of income and loss and the mix of jurisdictions to
which they relate, changes in our deferred tax assets and liabilities and their
valuation, changes in the laws, regulations, administrative practices,
principles, and interpretations related to tax, including changes to the global
tax framework, competition, and other laws and accounting rules in various
jurisdictions. In addition, a number of countries have enacted or are actively
pursuing changes to their tax laws applicable to corporate multinationals.

We are also currently subject to tax controversies in various jurisdictions, and
these jurisdictions may assess additional income tax liabilities against us.
Developments in an audit, investigation, or other tax controversy could have a
material effect on our operating results or cash flows in the period or periods
for which that development occurs, as well as for prior and subsequent periods.
We regularly assess the likelihood of an adverse outcome resulting from these
proceedings to determine the adequacy of our tax accruals. Although we believe
our tax estimates are reasonable, the final outcome of audits, investigations,
and any other tax controversies could be materially different from our
historical income tax provisions and accruals.

Liquidity and Capital Resources

Cash flow information is as follows (in millions):


                                        Three Months Ended            Twelve Months Ended
                                            March 31,                      March 31,
                                                       2021           2022            2021          2022
Cash provided by (used in):
Operating activities                                 $ 4,213      $    (2,790)     $ 67,213      $ 39,324
Investing activities                                  (8,666)             906       (59,383)      (48,582)
Financing activities                                  (3,476)           

1,990 (1,989) 11,757




Our principal sources of liquidity are cash flows generated from operations and
our cash, cash equivalents, and marketable securities balances, which, at fair
value, were $96.0 billion and $66.4 billion as of December 31, 2021 and
March 31, 2022. Amounts held in foreign currencies were $22.7 billion and $15.6
billion as of December 31, 2021 and March 31, 2022. Our foreign currency
balances include British Pounds, Canadian Dollars, Euros, and Japanese Yen.

Cash provided by (used in) operating activities was $4.2 billion and $(2.8)
billion for Q1 2021 and Q1 2022. Our operating cash flows result primarily from
cash received from our consumer, seller, developer, enterprise, and content
creator customers, and advertisers, offset by cash payments we make for products
and services, employee compensation, payment processing and related transaction
costs, operating leases, and interest payments on our long-term obligations.
Cash received from our customers and other activities generally corresponds to
our net sales. Because consumers primarily use credit cards to buy from us, our
receivables from consumers settle quickly. The decrease in operating cash flow
for the trailing twelve months ended March 31, 2022, compared to the comparable
prior year period, was primarily due to changes in working capital, partially
offset by changes in net income (loss), excluding non-cash expenses. Working
capital at any specific point in time is subject to many variables, including
variability in demand, inventory management and category expansion, the timing
of cash receipts and payments, vendor payment terms, and fluctuations in foreign
exchange rates.

Cash provided by (used in) investing activities corresponds with cash capital
expenditures, including leasehold improvements, incentives received from
property and equipment vendors, proceeds from asset sales, cash outlays for
acquisitions, investments in other companies and intellectual property rights,
and purchases, sales, and maturities of marketable securities. Cash provided by
(used in) investing activities was $(8.7) billion and $906 million for Q1 2021
and Q1 2022, with the variability caused primarily by purchases, sales, and
maturities of marketable securities. Cash capital expenditures were $11.2
billion and $13.7 billion during Q1 2021 and Q1 2022, which primarily reflect
investments in additional capacity to support our fulfillment operations and in
support of continued business growth in technology infrastructure (the majority
of which is to support AWS), which investments we expect to continue over time.
We made cash payments, net of acquired cash, related to acquisition and other
investment activity of $630 million and $6.3 billion during Q1 2021 and Q1 2022.
We funded the acquisition of MGM Holdings Inc. with cash on hand.

Cash provided by (used in) financing activities was $(3.5) billion and $2.0
billion for Q1 2021 and Q1 2022. Cash inflows from financing activities resulted
from proceeds from short-term debt, and other and long-term debt of $2.0 billion
and $13.7 billion for Q1 2021 and Q1 2022. Cash outflows from financing
activities resulted from repurchases of common stock,
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payments of short-term debt, and other, long-term debt, finance leases, and
financing obligations of $5.5 billion and $11.8 billion in Q1 2021 and Q1 2022.
Property and equipment acquired under finance leases was $2.1 billion and $166
million during Q1 2021 and Q1 2022.

We had no borrowings outstanding under the Credit Agreement, $10.8 billion of
borrowings outstanding under the Commercial Paper Programs, and $803 million of
borrowings outstanding under our Credit Facility as of March 31, 2022. See
Item 1 of Part I, "Financial Statements - Note 5 - Debt" for additional
information.

Certain foreign subsidiary earnings and losses are subject to current U.S.
taxation and the subsequent repatriation of those earnings is not subject to tax
in the U.S. We intend to invest substantially all of our foreign subsidiary
earnings, as well as our capital in our foreign subsidiaries, indefinitely
outside of the U.S. in those jurisdictions in which we would incur significant,
additional costs upon repatriation of such amounts.

Our U.S. taxable income is reduced by tax benefits relating to excess
stock-based compensation deductions and accelerated depreciation deductions and
increased by the impact of capitalized research and development expenses. U.S.
tax rules provide for enhanced accelerated depreciation deductions by allowing
the election of full expensing of qualified property, primarily equipment,
through 2022. Effective January 1, 2022, research and development expenses are
required to be capitalized and amortized for U.S. tax purposes, which delays the
deductibility of these expenses. Cash taxes paid (net of refunds) were $801
million and $453 million for Q1 2021 and Q1 2022.

As of December 31, 2021 and March 31, 2022, restricted cash, cash equivalents,
and marketable securities were $260 million and $209 million. See Item 1 of Part
I, "Financial Statements - Note 4 - Commitments and Contingencies" and
"Financial Statements - Note 5 - Debt" for additional discussion of our
principal contractual commitments, as well as our pledged assets. Additionally,
we have purchase obligations and open purchase orders, including for inventory
and capital expenditures, that support normal operations and are primarily due
in the next twelve months. These purchase obligations and open purchase orders
are generally cancellable in full or in part through the contractual provisions.

We believe that cash flows generated from operations and our cash, cash
equivalents, and marketable securities balances, as well as our borrowing
arrangements, will be sufficient to meet our anticipated operating cash needs
for at least the next twelve months. However, any projections of future cash
needs and cash flows are subject to substantial uncertainty. See Item 1A of Part
II, "Risk Factors." We continually evaluate opportunities to sell additional
equity or debt securities, obtain credit facilities, obtain finance and
operating lease arrangements, enter into financing obligations, repurchase
common stock, pay dividends, or repurchase, refinance, or otherwise restructure
our debt for strategic reasons or to further strengthen our financial position.

The sale of additional equity or convertible debt securities would be dilutive
to our shareholders. In addition, we will, from time to time, consider the
acquisition of, or investment in, complementary businesses, products, services,
capital infrastructure, and technologies, which might affect our liquidity
requirements or cause us to secure additional financing, or issue additional
equity or debt securities. There can be no assurance that additional credit
lines or financing instruments will be available in amounts or on terms
acceptable to us, if at all. In addition, economic conditions and actions by
policymaking bodies are contributing to rising interest rates, which, along with
increases in our borrowing levels, could increase our future borrowing costs.
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Results of Operations

We have organized our operations into three segments: North America, International, and AWS. These segments reflect the way the Company evaluates its business performance and manages its operations. See Item 1 of Part I, "Financial Statements - Note 8 - Segment Information."

Overview



Macroeconomic factors, including increased inflation rates, the prolonged
COVID-19 pandemic, global supply chain constraints, and global economic and
geopolitical developments, have direct and indirect impacts on our results of
operations that are difficult to isolate and quantify. In addition, the COVID-19
pandemic and the related societal impacts, such as lockdowns, caused a
significant increase in growth rates across our North America and International
segments throughout much of 2020 and 2021, and we are seeing a return to
pre-pandemic demand patterns as consumers' mobility increases.

The factors described above contributed to a deceleration in our net sales
growth rate and increases in our operating costs during Q1 2022, particularly
across our North America and International segments, due to increased wage rates
and incentives, increased transportation costs, and fulfillment network
inefficiencies resulting from constrained labor markets and global supply chain
constraints. We expect some or all of these factors to continue to impact our
operations into Q2 2022.

Net Sales



Net sales include product and service sales. Product sales represent revenue
from the sale of products and related shipping fees and digital media content
where we record revenue gross. Service sales primarily represent third-party
seller fees, which includes commissions and any related fulfillment and shipping
fees, AWS sales, advertising services, Amazon Prime membership fees, and certain
digital content subscriptions. Net sales information is as follows (in
millions):
                                                                                Three Months Ended
                                                                                    March 31,
                                                                                          2021               2022
Net Sales:
North America                                                                         $  64,366          $  69,244
International                                                                            30,649             28,759
AWS                                                                                      13,503             18,441
Consolidated                                                                          $ 108,518          $ 116,444
Year-over-year Percentage Growth:
North America                                                                                40  %               8  %
International                                                                                60                 (6)
AWS                                                                                          32                 37
Consolidated                                                                                 44                  7
Year-over-year Percentage Growth, excluding the effect of foreign
exchange rates:
North America                                                                                39  %               8  %
International                                                                                50                  0
AWS                                                                                          32                 37
Consolidated                                                                                 41                  9
Net sales mix:
North America                                                                                59  %              59  %
International                                                                                28                 25
AWS                                                                                          13                 16
Consolidated                                                                                100  %             100  %


Sales increased 7% in Q1 2022 compared to the comparable prior year period.
Changes in foreign currency exchange rates impacted net sales by $(1.8) billion
for Q1 2022. For a discussion of the effect of foreign exchange rates on sales
growth, see "Effect of Foreign Exchange Rates" below.
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North America sales increased 8% in Q1 2022 compared to the comparable prior
year period. The sales growth reflects increased unit sales by third-party
sellers and advertising sales. Increased unit sales were driven largely by our
continued focus on price, selection, and convenience for our customers,
including from our shipping offers, partially offset by fulfillment network
inefficiencies and supply chain constraints.

International sales decreased 6% in Q1 2022 compared to the comparable prior
year period, primarily due to the impact of foreign currency exchange rates, and
also due to decreased unit sales, partially offset by increased subscription
services and advertising sales. Unit sales decreased in Q1 2022, compared to the
higher levels we experienced in Q1 2021 due to widespread regional and national
COVID-19 lockdowns in Q1 2021. Q1 2022 sales were also impacted by fulfillment
network inefficiencies and supply chain constraints. Changes in foreign currency
exchange rates impacted International net sales by $(1.8) billion for Q1 2022.

AWS sales increased 37% in Q1 2022 compared to the comparable prior year period.
The sales growth primarily reflects increased customer usage, partially offset
by pricing changes. Pricing changes were driven largely by our continued efforts
to reduce prices for our customers.

Operating Income (Loss)

Operating income (loss) by segment is as follows (in millions):



                                    Three Months Ended
                                        March 31,
                                                   2021          2022
Operating Income (Loss)
North America                                    $ 3,450      $ (1,568)
International                                      1,252        (1,281)
AWS                                                4,163         6,518
Consolidated                                     $ 8,865      $  3,669


Operating income decreased from $8.9 billion in Q1 2021 to $3.7 billion in Q1
2022. We believe that operating income is a more meaningful measure than gross
profit and gross margin due to the diversity of our product categories and
services.

The North America operating loss in Q1 2022, as compared to the operating income
in the comparable prior year period, is primarily due to increased shipping and
fulfillment costs, due in part to increased investments in our fulfillment
network, increased wage rates and incentives, increased transportation costs,
and fulfillment network inefficiencies, and growth in certain operating
expenses, partially offset by increased unit sales by third-party sellers and
advertising sales. Changes in foreign exchange rates positively impacted
operating loss by $42 million for Q1 2022.

The International operating loss in Q1 2022, as compared to the operating income
in the comparable prior year period, is primarily due to: increased shipping and
fulfillment costs, due in part to increased investments in our fulfillment
network, increased wage rates and incentives, increased transportation costs,
and fulfillment network inefficiencies; decreased unit sales; and growth in
certain operating expenses; partially offset by increased advertising sales.
Changes in foreign exchange rates negatively impacted operating loss by
$79 million for Q1 2022.

The increase in AWS operating income in absolute dollars in Q1 2022, compared to
the comparable prior year period, is primarily due to increased customer usage
and cost structure productivity, including a reduction in depreciation and
amortization expense from our change in the estimated useful lives of our
servers and networking equipment, partially offset by increased spending on
technology infrastructure and payroll and related expenses, all of which were
primarily driven by additional investments to support the business growth, and
reduced prices for our customers. Changes in foreign exchange rates positively
impacted operating income by $163 million for Q1 2022.
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Operating Expenses

Information about operating expenses is as follows (in millions):


                                                   Three Months Ended
                                                       March 31,
                                                                 2021            2022
Operating expenses:
Cost of sales                                                 $ 62,403       $  66,499
Fulfillment                                                     16,530          20,271
Technology and content                                          12,488          14,842
Sales and marketing                                              6,207           8,320
General and administrative                                       1,987           2,594
Other operating expense (income), net                               38      

249


Total operating expenses                                      $ 99,653       $ 112,775
Year-over-year Percentage Growth:
Cost of sales                                                       41  %            7  %
Fulfillment                                                         43              23
Technology and content                                              34              19
Sales and marketing                                                 29              34
General and administrative                                          37              31
Other operating expense (income), net                              (46)            562
Percent of Net Sales:
Cost of sales                                                     57.5  %         57.1  %
Fulfillment                                                       15.2            17.4
Technology and content                                            11.5            12.7
Sales and marketing                                                5.7             7.1
General and administrative                                         1.8             2.2
Other operating expense (income), net                              0.0             0.2


Cost of Sales

Cost of sales primarily consists of the purchase price of consumer products,
inbound and outbound shipping costs, including costs related to sortation and
delivery centers and where we are the transportation service provider, and
digital media content costs where we record revenue gross, including video and
music.

The increase in cost of sales in absolute dollars in Q1 2022, compared to the
comparable prior year period, is primarily due to increased product and shipping
costs resulting from increased sales, increased investments in our fulfillment
network, as well as increased transportation costs, increased wage rates and
incentives, and fulfillment network inefficiencies resulting from a constrained
labor market and global supply chain constraints.

Shipping costs to receive products from our suppliers are included in our
inventory and recognized as cost of sales upon sale of products to our
customers. Shipping costs, which include sortation and delivery centers and
transportation costs, were $17.2 billion and $19.6 billion in Q1 2021 and Q1
2022. We expect our cost of shipping to continue to increase to the extent our
customers accept and use our shipping offers at an increasing rate, we use more
expensive shipping methods, including faster delivery, and we offer additional
services. We seek to mitigate costs of shipping over time in part through
achieving higher sales volumes, optimizing our fulfillment network, negotiating
better terms with our suppliers, and achieving better operating efficiencies. We
believe that offering low prices to our customers is fundamental to our future
success, and one way we offer lower prices is through shipping offers.

Costs to operate our AWS segment are primarily classified as "Technology and
content" as we leverage a shared infrastructure that supports both our internal
technology requirements and external sales to AWS customers.

Fulfillment



Fulfillment costs primarily consist of those costs incurred in operating and
staffing our North America and International fulfillment centers, physical
stores, and customer service centers and payment processing costs. While AWS
payment processing
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and related transaction costs are included in "Fulfillment," AWS costs are
primarily classified as "Technology and content." Fulfillment costs as a
percentage of net sales may vary due to several factors, such as payment
processing and related transaction costs, our level of productivity and
accuracy, changes in volume, size, and weight of units received and fulfilled,
the extent to which third party sellers utilize Fulfillment by Amazon services,
timing of fulfillment network and physical store expansion, the extent we
utilize fulfillment services provided by third parties, mix of products and
services sold, and our ability to affect customer service contacts per unit by
implementing improvements in our operations and enhancements to our customer
self-service features. Additionally, sales by our sellers have higher payment
processing and related transaction costs as a percentage of net sales compared
to our retail sales because payment processing costs are based on the gross
purchase price of underlying transactions.

The increase in fulfillment costs in absolute dollars in Q1 2022, compared to
the comparable prior year period, is primarily due to variable costs
corresponding with increased product and service sales volume and inventory
levels, increased wage rates and incentives and fulfillment network
inefficiencies resulting from a constrained labor market and global supply chain
constraints, and increased investments in our fulfillment network.

We seek to expand our fulfillment network to accommodate a greater selection and
in-stock inventory levels and to meet anticipated shipment volumes from sales of
our own products as well as sales by third parties for which we provide the
fulfillment services. We regularly evaluate our facility requirements.

Technology and Content



Technology and content costs include payroll and related expenses for employees
involved in the research and development of new and existing products and
services, development, design, and maintenance of our stores, curation and
display of products and services made available in our online stores, and
infrastructure costs. Infrastructure costs include servers, networking
equipment, and data center related depreciation and amortization, rent,
utilities, and other expenses necessary to support AWS and other Amazon
businesses. Collectively, these costs reflect the investments we make in order
to offer a wide variety of products and services to our customers.

We seek to invest efficiently in numerous areas of technology and content so we
may continue to enhance the customer experience and improve our process
efficiency through rapid technology developments, while operating at an ever
increasing scale. Our technology and content investment and capital spending
projects often support a variety of product and service offerings due to
geographic expansion and the cross-functionality of our systems and operations.
We expect spending in technology and content to increase over time as we
continue to add employees and technology infrastructure. These costs are
allocated to segments based on usage. The increase in technology and content
costs in absolute dollars in Q1 2022, compared to the comparable prior year
period, is primarily due to an increase in spending on technology
infrastructure, partially offset by a reduction in depreciation and amortization
expense from our change in the estimated useful lives of our servers and
networking equipment, and increased payroll and related costs associated with
technical teams responsible for expanding our existing products and services and
initiatives to introduce new products and service offerings. See Item 7 of Part
II, "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Overview" of our 2021 Annual Report on Form 10-K for a discussion
of how management views advances in technology and the importance of innovation.
See Item 1 of Part I, "Financial Statements - Note 1 - Accounting Policies and
Supplemental Disclosures - Use of Estimates" for additional information on the
change in estimated useful lives of our servers and networking equipment.

Sales and Marketing



Sales and marketing costs include advertising and payroll and related expenses
for personnel engaged in marketing and selling activities, including sales
commissions related to AWS. We direct customers to our stores primarily through
a number of marketing channels, such as our sponsored search, social and online
advertising, third party customer referrals, television advertising, and other
initiatives. Our marketing costs are largely variable, based on growth in sales
and changes in rates. To the extent there is increased or decreased competition
for these traffic sources, or to the extent our mix of these channels shifts, we
would expect to see a corresponding change in our marketing costs.

The increase in sales and marketing costs in absolute dollars in Q1 2022, compared to the comparable prior year period, is primarily due to higher marketing spend and increased payroll and related expenses for personnel engaged in marketing and selling activities.



While costs associated with Amazon Prime membership benefits and other shipping
offers are not included in sales and marketing expense, we view these offers as
effective worldwide marketing tools, and intend to continue offering them
indefinitely.

General and Administrative



The increase in general and administrative costs in absolute dollars in Q1 2022,
compared to the comparable prior year period, is primarily due to increases in
payroll and related expenses and professional fees.
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Other Operating Expense (Income), Net



Other operating expense (income), net was $38 million and $249 million for Q1
2021 and Q1 2022, and was primarily related to asset impairments for physical
store closures in Q1 2022 and the amortization of intangible assets.

Interest Income and Expense



Our interest income was $105 million and $108 million during Q1 2021 and Q1
2022. We generally invest our excess cash in AAA-rated money market funds and
investment grade short- to intermediate-term fixed income securities. Our
interest income corresponds with the average balance of invested funds based on
the prevailing rates, which vary depending on the geographies and currencies in
which they are invested.

Interest expense was $399 million and $472 million during Q1 2021 and Q1 2022, and was primarily related to debt and finance leases.

Other Income (Expense), Net



Other income (expense), net was $1.7 billion and $(8.6) billion during Q1 2021
and Q1 2022. The primary components of other income (expense), net are related
to equity securities valuations and adjustments, equity warrant valuations, and
foreign currency. Included in other income (expense), net in Q1 2022 is a
marketable equity securities valuation loss of $7.6 billion from our equity
securities of Rivian Automotive, Inc.

Income Taxes



Our income tax provision for the three months ended March 31, 2021 was $2.2
billion, which included $349 million of net discrete tax benefits primarily
attributable to excess tax benefits from stock-based compensation. Our income
tax benefit for the three months ended March 31, 2022 was $1.4 billion, which
included $2.1 billion of net discrete tax benefits primarily attributable to a
valuation loss related to our equity investment in Rivian. See Item 1 of Part I,
"Financial Statements - Note 7 - Income Taxes" for additional information.

Non-GAAP Financial Measures



Regulation G, Conditions for Use of Non-GAAP Financial Measures, and other SEC
regulations define and prescribe the conditions for use of certain non-GAAP
financial information. Our measures of free cash flows and the effect of foreign
exchange rates on our consolidated statements of operations meet the definition
of non-GAAP financial measures.

We provide multiple measures of free cash flows because we believe these measures provide additional perspective on the impact of acquiring property and equipment with cash and through finance leases and financing obligations.

Free Cash Flow



Free cash flow is cash flow from operations reduced by "Purchases of property
and equipment, net of proceeds from sales and incentives." The following is a
reconciliation of free cash flow to the most comparable GAAP cash flow measure,
"Net cash provided by (used in) operating activities," for the trailing twelve
months ended March 31, 2021 and 2022 (in millions):

                                                                            Twelve Months Ended
                                                                                 March 31,
                                                                          2021                2022
Net cash provided by (used in) operating activities                   $   67,213          $  39,324
Purchases of property and equipment, net of proceeds from sales and
incentives                                                               (40,803)           (57,951)
Free cash flow                                                        $   26,410          $ (18,627)

Net cash provided by (used in) investing activities                   $  (59,383)         $ (48,582)
Net cash provided by (used in) financing activities                   $   

(1,989) $ 11,757


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Free Cash Flow Less Principal Repayments of Finance Leases and Financing Obligations



Free cash flow less principal repayments of finance leases and financing
obligations is free cash flow reduced by "Principal repayments of finance
leases" and "Principal repayments of financing obligations." Principal
repayments of finance leases and financing obligations approximates the actual
payments of cash for our finance leases and financing obligations. The following
is a reconciliation of free cash flow less principal repayments of finance
leases and financing obligations to the most comparable GAAP cash flow measure,
"Net cash provided by (used in) operating activities," for the trailing twelve
months ended March 31, 2021 and 2022 (in millions):
                                                                             Twelve Months Ended
                                                                                  March 31,
                                                                           2021                2022
Net cash provided by (used in) operating activities                    $   

67,213 $ 39,324 Purchases of property and equipment, net of proceeds from sales and incentives

                                                                (40,803)           (57,951)
Free cash flow                                                             26,410            (18,627)
Principal repayments of finance leases                                    (11,448)           (10,534)
Principal repayments of financing obligations                                (103)              (174)

Free cash flow less principal repayments of finance leases and financing obligations

$   14,859            (29,335)

Net cash provided by (used in) investing activities                    $  (59,383)         $ (48,582)
Net cash provided by (used in) financing activities                    $   

(1,989) $ 11,757

Free Cash Flow Less Equipment Finance Leases and Principal Repayments of All Other Finance Leases and Financing Obligations



Free cash flow less equipment finance leases and principal repayments of all
other finance leases and financing obligations is free cash flow reduced by
equipment acquired under finance leases, which is included in "Property and
equipment acquired under finance leases," principal repayments of all other
finance lease liabilities, which is included in "Principal repayments of finance
leases," and "Principal repayments of financing obligations." All other finance
lease liabilities and financing obligations consists of property. In this
measure, equipment acquired under finance leases is reflected as if these assets
had been purchased with cash, which is not the case as these assets have been
leased. The following is a reconciliation of free cash flow less equipment
finance leases and principal repayments of all other finance leases and
financing obligations to the most comparable GAAP cash flow measure, "Net cash
provided by (used in) operating activities," for the trailing twelve months
ended March 31, 2021 and 2022 (in millions):
                                                                             Twelve Months Ended
                                                                                  March 31,
                                                                           2021                2022
Net cash provided by (used in) operating activities                    $   

67,213 $ 39,324 Purchases of property and equipment, net of proceeds from sales and incentives

                                                                (40,803)           (57,951)
Free cash flow                                                             26,410            (18,627)
Equipment acquired under finance leases (1)                                (8,936)            (2,764)
Principal repayments of all other finance leases (2)                         (525)              (714)
Principal repayments of financing obligations                                (103)              (174)

Free cash flow less equipment finance leases and principal repayments of all other finance leases and financing obligations

                  $   

16,846 $ (22,279)



Net cash provided by (used in) investing activities                    $  (59,383)         $ (48,582)
Net cash provided by (used in) financing activities                    $   

(1,989) $ 11,757

___________________


(1)For the twelve months ended March 31, 2021 and 2022, this amount relates to
equipment included in "Property and equipment acquired under finance leases" of
$11,489 million and $5,160 million.
(2)For the twelve months ended March 31, 2021 and 2022, this amount relates to
property included in "Principal repayments of finance leases" of $11,448 million
and $10,534 million.
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All of these free cash flows measures have limitations as they omit certain
components of the overall cash flow statement and do not represent the residual
cash flow available for discretionary expenditures. For example, these measures
of free cash flows do not incorporate the portion of payments representing
principal reductions of debt or cash payments for business acquisitions.
Additionally, our mix of property and equipment acquisitions with cash or other
financing options may change over time. Therefore, we believe it is important to
view free cash flows measures only as a complement to our entire consolidated
statements of cash flows.

Effect of Foreign Exchange Rates



Information regarding the effect of foreign exchange rates, versus the
U.S. Dollar, on our net sales, operating expenses, and operating income is
provided to show reported period operating results had the foreign exchange
rates remained the same as those in effect in the comparable prior year period.
The effect on our net sales, operating expenses, and operating income from
changes in our foreign exchange rates versus the U.S. Dollar is as follows (in
millions):
                                                    Three Months Ended March 31,
                                                        2021                            2022
                                                                                                   Exchange            At Prior                                  Exchange            At Prior
                                                                                  As                 Rate                Year                                      Rate                Year
                                                                               Reported           Effect (1)          Rates (2)           As Reported           Effect (1)          Rates (2)
Net sales                                                                    $ 108,518          $    (2,073)         $ 106,445          $    116,444          $     1,841          $ 118,285
Operating expenses                                                              99,653               (1,966)            97,687               112,775   

            1,967            114,742
Operating income                                                                 8,865                 (107)             8,758                 3,669                 (126)             3,543


___________________
(1)Represents the change in reported amounts resulting from changes in foreign
exchange rates from those in effect in the comparable prior year period for
operating results.
(2)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.
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Guidance



We provided guidance on April 28, 2022, in our earnings release furnished on
Form 8-K as set forth below. These forward-looking statements reflect
Amazon.com's expectations as of April 28, 2022, and are subject to substantial
uncertainty. Our results are inherently unpredictable and may be materially
affected by many factors, such as uncertainty regarding the impacts of the
COVID-19 pandemic, fluctuations in foreign exchange rates, changes in global
economic conditions and customer demand and spending, inflation, labor market
and global supply chain constraints, world events, the rate of growth of the
Internet, online commerce, and cloud services, as well as those outlined in
Item 1A of Part II, "Risk Factors." This guidance reflects our estimates as of
April 28, 2022 regarding the impacts of the COVID-19 pandemic on our operations
as well as the effect of other factors discussed above.

Second Quarter 2022 Guidance



•Net sales are expected to be between $116.0 billion and $121.0 billion, or to
grow between 3% and 7% compared with second quarter 2021. This guidance
anticipates an unfavorable impact of approximately 200 basis points from foreign
exchange rates.

•Operating income (loss) is expected to be between $(1.0) billion and $3.0 billion, compared with $7.7 billion in second quarter 2021.

•This guidance assumes that Prime Day occurs in third quarter 2022.

•This guidance assumes, among other things, that no additional business acquisitions, restructurings, or legal settlements are concluded.


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