Forward-Looking Statements



This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 demand and spending, inflation, interest
rates, regional 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 and
geopolitical conditions and additional or unforeseen circumstances,
developments, or events may give rise to or 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 I, "Risk
Factors."

Overview



Our primary source of revenue is the sale of a wide range of products and
services to customers. The products offered through our stores include
merchandise and content we have purchased for resale and products offered by
third-party sellers, and we also manufacture and sell electronic devices and
produce media content. Generally, we recognize gross revenue from items we sell
from our inventory as product sales and recognize our net share of revenue of
items sold by third-party sellers as service sales. We seek to increase unit
sales across our stores, through increased product selection, across numerous
product categories. We also offer other services such as compute, storage, and
database offerings, fulfillment, advertising, publishing, and digital content
subscriptions.

Our financial focus is on long-term, sustainable growth in free cash flows. Free
cash flows are driven primarily by increasing operating income and efficiently
managing accounts receivable, inventory, accounts payable, and cash capital
expenditures, including our decision to purchase or lease property and
equipment. Increases in operating income primarily result from increases in
sales of products and services and efficiently managing our operating costs,
partially offset by investments we make in longer-term strategic initiatives,
including capital expenditures focused on improving the customer experience. To
increase sales of products and services, we focus on improving all aspects of
the customer experience, including lowering prices, improving availability,
offering faster delivery and performance times, increasing selection, producing
original content, increasing product categories and service offerings, expanding
product information, improving ease of use, improving reliability, and earning
customer trust. See "Results of Operations - Non-GAAP Financial Measures" below
for additional information on our non-GAAP free cash flows financial measures.

We seek to reduce our variable costs per unit and work to leverage our fixed
costs. Our variable costs include product and content costs, payment processing
and related transaction costs, picking, packaging, and preparing orders for
shipment, transportation, customer service support, costs necessary to run AWS,
and a portion of our marketing costs. Our fixed costs include the costs
necessary to build and run our technology infrastructure; to build, enhance, and
add features to our online stores, web services, electronic devices, and digital
offerings; and to build and optimize our fulfillment network. Variable costs
generally change directly with sales volume, while fixed costs generally are
dependent on the timing of capacity needs, geographic expansion, category
expansion, and other factors. To decrease our variable costs on a per unit basis
and enable us to lower prices for customers, we seek to increase our direct
sourcing, increase discounts from suppliers, and reduce defects in our
processes. To minimize unnecessary growth in fixed costs, we seek to improve
process efficiencies and maintain a lean culture.

We seek to turn inventory quickly and collect from consumers before our payments
to vendors and sellers become due. Because consumers primarily use credit cards
in our stores, our receivables from consumers settle quickly. We expect
variability in inventory turnover over time since it is affected by numerous
factors, including our product mix, the mix of sales by us and by third-party
sellers, our continuing focus on in-stock inventory availability and selection
of product offerings, supply chain disruptions and resulting vendor lead times,
our investment in new geographies and product lines, and the extent to which we
choose to utilize third-party fulfillment providers. We also expect some
variability in accounts payable days over time since they are affected by
several factors, including the mix of product sales, the mix of sales by
third-party sellers, the mix
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of suppliers, seasonality, and changes in payment and other terms over time, including the effect of balancing pricing and timing of payment terms with suppliers.



We expect spending in technology and content will increase over time as we add
computer scientists, designers, software and hardware engineers, and
merchandising employees. 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 seek to invest efficiently in several areas of technology and
content, including AWS, and expansion of new and existing product categories and
service offerings, as well as in technology infrastructure to enhance the
customer experience and improve our process efficiencies. We believe that
advances in technology, specifically the speed and reduced cost of processing
power, data storage and analytics, improved wireless connectivity, and the
practical applications of artificial intelligence and machine learning, will
continue to improve users' experience on the Internet and increase its ubiquity
in people's lives. To best take advantage of these continued advances in
technology, we are investing in AWS, which offers a broad set of on-demand
technology services, including compute, storage, database, analytics, and
machine learning, and other services, to developers and enterprises of all
sizes. We are also investing in initiatives to build and deploy innovative and
efficient software and electronic devices as well as other initiatives including
the development of a satellite network for global broadband service and
autonomous vehicles for ride-hailing services.

We seek to efficiently manage shareholder dilution while maintaining the
flexibility to issue shares for strategic purposes, such as financings,
acquisitions, and aligning employee compensation with shareholders' interests.
We utilize restricted stock units as our primary vehicle for equity compensation
because we believe this compensation model aligns the long-term interests of our
shareholders and employees. In measuring shareholder dilution, we include all
vested and unvested stock awards outstanding, without regard to estimated
forfeitures. Total shares outstanding plus outstanding stock awards were 10.5
billion and 10.6 billion as of December 31, 2021 and 2022.

Our financial reporting currency is the U.S. Dollar and changes in foreign
exchange rates significantly affect our reported results and consolidated
trends. For example, if the U.S. Dollar weakens year-over-year relative to
currencies in our international locations, our consolidated net sales and
operating expenses will be higher than if currencies had remained constant.
Likewise, if the U.S. Dollar strengthens year-over-year relative to currencies
in our international locations, our consolidated net sales and operating
expenses will be lower than if currencies had remained constant. We believe that
our increasing diversification beyond the U.S. economy through our growing
international businesses benefits our shareholders over the long-term. We also
believe it is useful to evaluate our operating results and growth rates before
and after the effect of currency changes.

In addition, the remeasurement of our intercompany balances can result in
significant gains and losses associated with the effect of movements in foreign
currency exchange rates. Currency volatilities may continue, which may
significantly impact (either positively or negatively) our reported results and
consolidated trends and comparisons.

For additional information about each line item addressed above, refer to Item 8
of Part II, "Financial Statements and Supplementary Data - Note 1 - Description
of Business, Accounting Policies, and Supplemental Disclosures."

Our Annual Report on Form 10-K for the year ended December 31, 2021 includes a
discussion and analysis of our financial condition and results of operations for
the year ended December 31, 2020 in Item 7 of Part II, "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Critical Accounting Estimates



The preparation of financial statements in conformity with generally accepted
accounting principles of the United States ("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. Critical accounting
estimates are those estimates made in accordance with GAAP that involve a
significant level of estimation uncertainty and have had or are reasonably
likely to have a material impact on the financial condition or results of
operations of the Company. Based on this definition, we have identified the
critical accounting estimates 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."
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
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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 December 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 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):


                                    Year Ended December 31,
                                       2021                2022
Cash provided by (used in):
Operating activities          $      46,327             $ 46,752
Investing activities                (58,154)             (37,601)
Financing activities                  6,291                9,718


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 $70.0 billion as of December 31, 2021 and 2022.
Amounts held in foreign currencies were $22.7 billion and $18.3 billion as of
December 31, 2021 and 2022. Our foreign currency balances include British
Pounds, Canadian Dollars, Euros, and Japanese Yen.

Cash provided by (used in) operating activities was $46.3 billion and $46.8
billion in 2021 and 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. Cash received from our customers
and other activities generally corresponds to our net sales. The increase in
operating cash flow in 2022, compared to the prior year, was primarily due to
the increase in net income, excluding non-cash expenses, partially offset by
changes in working capital. 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, customer and
vendor payment terms, and fluctuations in foreign exchange rates.
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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 $(58.2) billion and $(37.6) billion in 2021
and 2022, with the variability caused primarily by purchases, sales, and
maturities of marketable securities. Cash capital expenditures were $55.4
billion, and $58.3 billion in 2021 and 2022, which primarily reflect investments
in technology infrastructure (the majority of which is to support AWS business
growth) and in additional capacity to support our fulfillment network. We expect
to continue these investments over time, with increased spending on technology
infrastructure. We made cash payments, net of acquired cash, related to
acquisition and other investment activity of $2.0 billion and $8.3 billion in
2021 and 2022. We funded the acquisition of MGM Holdings Inc. with cash on hand.
We expect to fund the acquisitions of 1Life Healthcare, Inc. (One Medical) and
iRobot Corporation with cash on hand.

Cash provided by (used in) financing activities was $6.3 billion and $9.7
billion in 2021 and 2022. Cash inflows from financing activities resulted from
proceeds from short-term debt, and other and long-term-debt of $27.0 billion and
$62.7 billion in 2021 and 2022. Cash outflows from financing activities resulted
from repurchases of common stock, payments of short-term debt, and other,
long-term debt, finance leases, and financing obligations of $20.7 billion and
$53.0 billion in 2021 and 2022. Property and equipment acquired under finance
leases was $7.1 billion and $675 million in 2021 and 2022.

We had no borrowings outstanding under the two unsecured revolving credit
facilities, $6.8 billion of borrowings outstanding under the commercial paper
programs, and $1.0 billion of borrowings outstanding under the secured revolving
credit facility as of December 31, 2022. See Item 8 of Part II, "Financial
Statements and Supplementary Data - Note 6 - Debt" for additional information.

As of December 31, 2022, cash, cash equivalents, and marketable securities held
by foreign subsidiaries were $4.7 billion. 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 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. Our federal tax provision included a partial election for 2020 and
2021, and a full election for 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 $3.7 billion and $6.0 billion for 2021 and 2022.

As of December 31, 2021 and 2022, restricted cash, cash equivalents, and
marketable securities were $260 million and $365 million. See Item 8 of Part II,
"Financial Statements and Supplementary Data - Note 6 - Debt" and "Financial
Statements and Supplementary Data - Note 7 - Commitments and Contingencies" 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
I, "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 and significant
capital market volatility, 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 8 of Part II, "Financial Statements and Supplementary Data - Note 10 - Segment Information."

Overview



Macroeconomic factors, including inflation, increased interest rates,
significant capital market volatility, 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. These factors contributed to increases in our operating
costs during 2022, particularly across our North America and International
segments, primarily due to a return to more normal, seasonal demand volumes in
relation to our fulfillment network fixed costs, increased transportation and
utility costs, and increased wage rates. In addition, rising fuel, utility, and
food costs, rising interest rates, and recessionary fears may impact customer
demand and our ability to forecast consumer spending patterns. We also expect
the current macroeconomic environment and enterprise customer cost optimization
efforts to impact our AWS revenue growth rates. We expect some or all of these
factors to continue to impact our operations into Q1 2023.

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):
                                                                            

Year Ended December 31,


                                                                               2021                 2022
Net Sales:
North America                                                             $    279,833          $ 315,880
International                                                                  127,787            118,007
AWS                                                                             62,202             80,096
Consolidated                                                              $    469,822          $ 513,983
Year-over-year Percentage Growth (Decline):
North America                                                                       18  %              13  %
International                                                                       22                 (8)
AWS                                                                                 37                 29
Consolidated                                                                        22                  9
Year-over-year Percentage Growth, excluding the effect of foreign
exchange rates:
North America                                                                       18  %              13  %
International                                                                       20                  4
AWS                                                                                 37                 29
Consolidated                                                                        21                 13
Net sales mix:
North America                                                                       60  %              61  %
International                                                                       27                 23
AWS                                                                                 13                 16
Consolidated                                                                       100  %             100  %

Sales increased 9% in 2022, compared to the prior year. Changes in foreign currency exchange rates reduced net sales by $15.5 billion in 2022. For a discussion of the effect of foreign exchange rates on sales growth, see "Effect of Foreign Exchange Rates" below.

North America sales increased 13% in 2022, compared to the prior year. The sales
growth primarily reflects increased unit sales, including sales by third-party
sellers, advertising sales, and subscription services. Increased unit sales were
driven largely by our continued focus on price, selection, and convenience for
our customers, including from our shipping offers.
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International sales decreased 8% in 2022, compared to the prior year, primarily
due to the impact of changes in foreign currency exchange rates, partially
offset by increased unit sales, including sales by third-party sellers,
advertising sales, and subscription services. Increased unit sales were driven
largely by our continued focus on price, selection, and convenience for our
customers, including from our shipping offers. Changes in foreign currency
exchange rates reduced International net sales by $15.0 billion in 2022.

AWS sales increased 29% in 2022, compared to the prior year. The sales growth primarily reflects increased customer usage, partially offset by pricing changes, primarily driven by long-term customer contracts.

Operating Income (Loss)

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


                                 Year Ended December 31,
                                    2021                2022
Operating Income (Loss)
North America              $       7,271             $ (2,847)
International                       (924)              (7,746)
AWS                               18,532               22,841
Consolidated               $      24,879             $ 12,248

Operating income was $24.9 billion and $12.2 billion for 2021 and 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 2022, as compared to the operating income in
the prior year, is primarily due to increased fulfillment and shipping costs,
due in part to increases in investments in our fulfillment network,
transportation costs, and wage rates and incentives, increased technology and
content costs, and growth in certain operating expenses, partially offset by
increased unit sales, including sales by third-party sellers, and advertising
sales. Changes in foreign currency exchange rates positively impacted operating
loss by $274 million in 2022.

The increase in International operating loss in absolute dollars in 2022, compared to the prior year, is primarily due to increased fulfillment and shipping costs, due in part to increases in investments in our fulfillment network, transportation costs, and wage rates and incentives, increased technology and content costs, and growth in certain operating expenses, partially offset by increased advertising sales and increased unit sales, including sales by third-party sellers. Changes in foreign currency exchange rates negatively impacted operating loss by $857 million in 2022.



The increase in AWS operating income in absolute dollars in 2022, compared to
the prior year, is primarily due to increased sales 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 payroll and related expenses and
spending on technology infrastructure, all of which were primarily driven by
additional investments to support AWS business growth. Changes in foreign
currency exchange rates positively impacted operating income by $1.4 billion in
2022.
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Operating Expenses

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


                                                  Year Ended December 31,
                                                   2021              2022
Operating expenses:
Cost of sales                                 $    272,344       $ 288,831
Fulfillment                                         75,111          84,299
Technology and content                              56,052          73,213
Sales and marketing                                 32,551          42,238
General and administrative                           8,823          11,891
Other operating expense (income), net                   62           1,263
Total operating expenses                      $    444,943       $ 501,735
Year-over-year Percentage Growth (Decline):
Cost of sales                                           17  %            6  %
Fulfillment                                             28              12
Technology and content                                  31              31
Sales and marketing                                     48              30
General and administrative                              32              35
Other operating expense (income), net                 (183)          1,936
Percent of Net Sales:
Cost of sales                                         58.0  %         56.2  %
Fulfillment                                           16.0            16.4
Technology and content                                11.9            14.2
Sales and marketing                                    6.9             8.2
General and administrative                             1.9             2.3
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 2022, compared to the prior
year, is primarily due to increased shipping and product costs resulting from
increased sales and increases in investments in our fulfillment network,
transportation costs, and wage rates and incentives. Changes in foreign exchange
rates reduced cost of sales by $10.8 billion in 2022.

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 $76.7 billion and $83.5 billion in 2021 and 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 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
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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 2022, compared to the
prior year, is primarily due to increased investments in our fulfillment network
and variable costs corresponding with increased product and service sales volume
and inventory levels, and increased wage rates and incentives. Changes in
foreign exchange rates reduced fulfillment costs by $2.5 billion in 2022.

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, including
expenditures related to initiatives to build and deploy innovative and efficient
software and electronic devices and the development of a satellite network for
global broadband service and autonomous vehicles for ride-hailing services.

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 2022, compared to the prior year, is primarily due
to 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, and 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. See Item 8 of Part II, "Financial Statements
and Supplementary Data - Note 1 - Description of Business, 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 2022, compared
to the prior year, is primarily due to increased payroll and related expenses
for personnel engaged in marketing and selling activities and higher marketing
spend.

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 2022,
compared to the prior year, 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 $62 million and $1.3 billion during
2021 and 2022, and was primarily related to the amortization of intangible
assets and, for 2022, $1.1 billion of impairments of property and equipment and
operating leases.

Interest Income and Expense

Our interest income was $448 million and $989 million during 2021 and 2022,
primarily due to an increase in prevailing rates. 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 $1.8 billion and $2.4 billion in 2021 and 2022 and was primarily related to debt and finance leases. See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 4 - Leases and Note 6 - Debt" for additional information.

Our long-term lease liabilities were $67.7 billion and $73.0 billion as of December 31, 2021 and 2022. Our long-term debt was $48.7 billion and $67.1 billion as of December 31, 2021 and 2022. See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 4 - Leases and Note 6 - Debt" for additional information.

Other Income (Expense), Net



Other income (expense), net was $14.6 billion and $(16.8) billion during 2021
and 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 2021 and 2022 is a
marketable equity securities valuation gain (loss) of $11.8 billion and $(12.7)
billion from our equity investment in Rivian.

Income Taxes



Our effective tax rate is subject to significant variation due to several
factors, including variability in our pre-tax and taxable income and loss and
the mix of jurisdictions to which they relate, intercompany transactions, the
applicability of special tax regimes, changes in how we do business,
acquisitions, investments, developments in tax controversies, changes in our
stock price, changes in our deferred tax assets and liabilities and their
valuation, foreign currency gains (losses), changes in statutes, regulations,
case law, and 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, and relative changes of
expenses or losses for which tax benefits are not recognized. Our effective tax
rate can be more or less volatile based on the amount of pre-tax income or loss.
For example, the impact of discrete items and non-deductible expenses on our
effective tax rate is greater when our pre-tax income is lower. In addition, we
record valuation allowances against deferred tax assets when there is
uncertainty about our ability to generate future income in relevant
jurisdictions.

We recorded a provision (benefit) for income taxes of $4.8 billion and $(3.2) billion in 2021 and 2022. See Item 8 of Part II, "Financial Statements and Supplementary Data - Note 9 - 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.


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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 2021 and 2022 (in
millions):
                                                                              Year Ended December 31,
                                                                              2021                   2022
Net cash provided by (used in) operating activities                   $      46,327              $  46,752
Purchases of property and equipment, net of proceeds from sales and
incentives                                                                  (55,396)               (58,321)
Free cash flow                                                        $      (9,069)             $ (11,569)

Net cash provided by (used in) investing activities                   $     (58,154)             $ (37,601)
Net cash provided by (used in) financing activities                   $       6,291              $   9,718

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 2021 and 2022 (in
millions):
                                                                               Year Ended December 31,
                                                                               2021                   2022
Net cash provided by (used in) operating activities                    $      46,327              $  46,752

Purchases of property and equipment, net of proceeds from sales and incentives

                                                                   (55,396)               (58,321)
Free cash flow                                                                (9,069)               (11,569)
Principal repayments of finance leases                                       (11,163)                (7,941)
Principal repayments of financing obligations                                   (162)                  (248)

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

$     (20,394)             $ (19,758)

Net cash provided by (used in) investing activities                    $     (58,154)             $ (37,601)
Net cash provided by (used in) financing activities                    $       6,291              $   9,718


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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, net of remeasurements and
modifications," 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 2021 and 2022 (in millions):
                                                                            

Year Ended December 31,


                                                                               2021                   2022
Net cash provided by (used in) operating activities                    $      46,327              $  46,752

Purchases of property and equipment, net of proceeds from sales and incentives

                                                                   (55,396)               (58,321)
Free cash flow                                                                (9,069)               (11,569)
Equipment acquired under finance leases (1)                                   (4,422)                  (299)
Principal repayments of all other finance leases (2)                            (687)                  (670)
Principal repayments of financing obligations                                   (162)                  (248)

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

$     (14,340)             $ (12,786)

Net cash provided by (used in) investing activities                    $     (58,154)             $ (37,601)
Net cash provided by (used in) financing activities                    $       6,291              $   9,718

___________________


(1)For the year ended December 31, 2021 and 2022, this amount relates to
equipment included in "Property and equipment acquired under finance leases, net
of remeasurements and modifications" of $7,061 million and $675 million.
(2)For the year ended December 31, 2021 and 2022, this amount relates to
property included in "Principal repayments of finance leases" of $11,163 million
and $7,941 million.

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):
                                                      Year Ended December 31, 2021                                 Year Ended December 31, 2022
                                                                 Exchange            At Prior                                 Exchange            At Prior
                                               As                  Rate                Year                 As                  Rate                Year
                                            Reported            Effect (1)          Rates (2)            Reported            Effect (1)          Rates (2)
Net sales                                $   469,822          $    (3,804)         $ 466,018          $   513,983          $    15,495          $ 529,478
Operating expenses                           444,943               (3,653)           441,290              501,735               16,356            518,091
Operating income                              24,879                 (151)            24,728               12,248                 (861)            11,387


___________________
(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 February 2, 2023, in our earnings release furnished on
Form 8-K as set forth below. These forward-looking statements reflect
Amazon.com's expectations as of February 2, 2023, 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 and geopolitical conditions and customer demand and spending (including
the impact of recessionary fears), inflation, interest rates, regional 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 I, "Risk Factors."

First Quarter 2023 Guidance



•Net sales are expected to be between $121.0 billion and $126.0 billion, or to
grow between 4% and 8% compared with first quarter 2022. This guidance
anticipates an unfavorable impact of approximately 210 basis points from foreign
exchange rates.

•Operating income is expected to be between $0 and $4.0 billion, compared with $3.7 billion in first quarter 2022.

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


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