Amazon.com 2012 Annual Report Download

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Table of contents

  • Page 1

  • Page 2
    ... something from Amazon, we guarantee you the lowest price offered by us between your order time and the end of the day of the release date. "I just received notice of a $5 refund to my credit card for pre-order price protection...What a great way to do business! Thank you very much for your fair and...

  • Page 3
    ... upgrade treadmill. We can be very happy to see people still using four-year-old Kindles! I can keep going - Kindle Fire's FreeTime, our customer service Andon Cord, Amazon MP3's AutoRip - but will finish up with a very clear example of internally driven motivation: Amazon Web Services. In 2012, AWS...

  • Page 4
    ...LETTER TO SHAREHOLDERS (Reprinted from the 1997 Annual Report) To our shareholders: Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5 million customers, yielding 838% revenue growth to $147.8 million, and extended our market leadership despite aggressive competitive...

  • Page 5
    ... We will work hard to spend wisely and maintain our lean culture. We understand the importance of continually reinforcing a cost-conscious culture, particularly in a business incurring net losses. We will balance our focus on growth with emphasis on long-term profitability and capital management. At...

  • Page 6
    ... During 1997, we worked hard to expand our business infrastructure to support these greatly increased traffic, sales, and service levels Amazon.com's employee base grew from 158 to 614, and we significantly strengthened our management team. Distribution center capacity grew from 50,000...

  • Page 7
    ... telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, par value $.01 per share Nasdaq Global Select Market Securities registered...

  • Page 8
    ...and Corporate Governance ...Executive Compensation ...Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters ...Certain Relationships and Related Transactions ...Principal Accountant Fees and Services ...PART IV Item 15. Exhibits, Financial Statement Schedules...

  • Page 9
    ... through co-sourced and outsourced arrangements in certain countries, and through digital delivery. We operate customer service centers globally, which are supplemented by cosourced arrangements. See Item 2 of Part I, "Properties." Sellers We offer programs that enable sellers to sell their products...

  • Page 10
    ..., publishers, vendors, distributors, manufacturers, and producers of our products; (2) other online e-commerce and mobile e-commerce sites, including sites that sell or distribute digital content; (3) media companies, web portals, comparison shopping websites, and web search engines, either directly...

  • Page 11
    ... on this website, free of charge, the reports that we file or furnish with the Securities and Exchange Commission ("SEC"), corporate governance information (including our Code of Business Conduct and Ethics), and select press releases and social media postings. Executive Officers and Directors...

  • Page 12
    ... offerings and scaling our infrastructure to support our retail and services businesses. This expansion increases the complexity of our business and places significant strain on our management, personnel, operations, systems, technical performance, financial resources, and internal financial control...

  • Page 13
    ... network of sellers; our ability to offer products on favorable terms, manage inventory, and fulfill orders; the introduction of competitive websites, products, services, price decreases, or improvements; changes in usage or adoption rates of the Internet, e-commerce, digital media devices and web...

  • Page 14
    ... and technology infrastructure; shorter payable and longer receivable cycles and the resultant negative impact on cash flow; laws and regulations regarding consumer and data protection, privacy, network security, encryption, payments, and restrictions on pricing or discounts; lower levels of use of...

  • Page 15
    ... in our net shipping cost due to complimentary upgrades, split-shipments, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. If too many customers access our websites within a short period of time due to increased holiday demand, we may experience system...

  • Page 16
    ..., cash equivalents, and marketable securities balances. Our Business Could Suffer if We Are Unsuccessful in Making, Integrating, and Maintaining Commercial Agreements, Strategic Alliances, and Other Business Relationships We provide e-commerce services to other businesses through our seller programs...

  • Page 17
    ... incorporating acquired technology and rights into our offerings and unanticipated expenses related to such integration; the difficulty of integrating a new company's accounting, financial reporting, management, information and information security, human resource and other administrative systems to...

  • Page 18
    ... and/or license agreements with our employees, customers, and others to protect our proprietary rights. Effective intellectual property protection may not be available in every country in which our products and services are made available. We also may not be able to acquire or maintain...

  • Page 19
    ...data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, unencumbered Internet access...

  • Page 20
    ... to guarantee availability of merchandise, content, components or services, particular payment terms, or the extension of credit limits. If our current suppliers were to stop selling or licensing merchandise, content, components or services to us on acceptable terms, or delay delivery, including as...

  • Page 21
    ...vendors and sellers do not indemnify us from product liability. We Are Subject to Payments-Related Risks We accept payments using a variety of methods, including credit card, debit card, credit accounts (including promotional financing), gift certificates, direct debit from a customer's bank account...

  • Page 22
    ..., we own and lease corporate office, fulfillment and warehouse operations, data center, customer service, and other facilities, principally in North America, Europe, and Asia. Item 3. Legal Proceedings See Item 8 of Part II, "Financial Statements and Supplementary Data-Note 8-Commitments and...

  • Page 23
    ...Item 5. Market for the Registrant's Common Stock, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol "AMZN." The following table sets forth the high and low per share sale prices for...

  • Page 24
    ..., is defined as net cash provided by operating activities less purchases of property and equipment, including capitalized internal-use software and website development, both of which are presented on our consolidated statements of cash flows. See Item 7 of Part II, "Management's Discussion and...

  • Page 25
    ...equipment, including capitalized internal-use software and website development, both of which are presented on our consolidated statements of cash flows. See "Results of Operations-NonGAAP Financial Measures" below. Working capital consists of accounts receivable, inventory, and accounts payable. 18

  • Page 26
    ..., customer service support, costs necessary to run AWS, and a portion of our marketing costs. Our fixed costs include the costs necessary to run our technology infrastructure; to build, enhance, and add features to our websites, our Kindle devices, and digital offerings; and to build and...

  • Page 27
    ... expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. Certain estimates of discounted cash flows involve businesses and geographies with limited financial history and developing revenue models. Changes in these forecasts could...

  • Page 28
    Financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate and through our stock price that we use to determine our market capitalization. During times of volatility, significant judgment ...

  • Page 29
    ...cash received from our consumer, seller, and enterprise customers, advertising agreements, and our co-branded credit card agreements, offset by cash payments we make for products and services, employee compensation (less amounts capitalized related to internal use software that are reflected as cash...

  • Page 30
    ...million for internal-use software and website development during 2012, 2011, and 2010. Stock-based compensation capitalized for internal-use software and website development costs does not affect cash flows. In 2012, 2011, and 2010, we made cash payments, net of acquired cash, related to acquisition...

  • Page 31
    ... sales represent third-party seller fees earned (including commissions) and related shipping fees, digital content subscriptions, and non-retail activities. Net sales information is as follows (in millions): Year Ended December 31, 2012 2011 2010 Net Sales: North America International Consolidated...

  • Page 32
    ... for the year ended December 31, 2012, includes amounts earned from Fulfillment by Amazon programs related to shipping services. We expect our net cost of shipping to continue to increase to the extent our customers accept and use our shipping offers at an increasing rate, our product mix shifts to...

  • Page 33
    ... Ended December 31, 2012 2011 2010 Net Sales: North America Media Electronics and other general merchandise Other (1) Total North America International Media Electronics and other general merchandise Other (1) Total International Consolidated Media Electronics and other general merchandise Other...

  • Page 34
    ..."Financial Statements and Supplementary Data-Note 1-Description of Business and Accounting Policies-Stock-Based Compensation." Cost of Sales Cost of sales consists of the purchase price of consumer products and digital content where we are the seller of record, including Prime Instant Video, inbound...

  • Page 35
    ...increased spending on online marketing channels, such as sponsored search programs and our Associates program, payroll and related expenses, and television advertising. While costs associated with Amazon Prime memberships and other shipping offers are not included in marketing expense, we view these...

  • Page 36
    $38 million of stock-based compensation) of costs associated with internal-use software and website development. Amortization of previously capitalized amounts was $327 million, $236 million, and $184 million for 2012, 2011, and 2010. A majority of our technology costs are incurred in the U.S., most...

  • Page 37
    ...both years was lower than the 35% U.S. federal statutory rate. We have tax benefits relating to excess stock-based compensation deductions that are being utilized to reduce our U.S. taxable income. As of December 31, 2012, our federal net operating loss carryforward was approximately $89 million. We...

  • Page 38
    ... consolidated statements of operations from changes in exchange rates versus the U.S. Dollar is as follows (in millions, except per share data): Year Ended December 31, 2012 At Prior Year Rates (1) Exchange Rate Effect (2) As Reported Year Ended December 31, 2011 At Prior Exchange Year Rate As Rates...

  • Page 39
    ... form of stock-based compensation, our cash salary expense included in the "Fulfillment," "Technology and content," "Marketing," and "General and administrative" line items would be higher. Information regarding the effect of exchange rates, versus the U.S. Dollar, on our consolidated statements of...

  • Page 40
    ... in interest rates relates primarily to our investment portfolio and our long-term debt. All of our cash equivalent and marketable fixed income securities are designated as available for sale and, accordingly, are presented at fair value on our consolidated balance sheets. We generally invest our...

  • Page 41
    ... $3.7 billion at December 31, 2012. Foreign Exchange Risk During 2012, net sales from our International segment accounted for 43% of our consolidated revenues. Net sales and related expenses generated from our international websites, as well as those relating to www.amazon.ca (which is included in...

  • Page 42
    ... Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Ernst & Young LLP, Independent Registered Public Accounting Firm ...Consolidated Statements of Cash Flows ...Consolidated Statements of Operations ...Consolidated Statements of Comprehensive Income ...Consolidated Balance Sheets...

  • Page 43
    Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Amazon.com, Inc. We have audited the accompanying consolidated balance sheets of Amazon.com, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive ...

  • Page 44
    ... and website development Acquisitions, net of cash acquired, and other Sales and maturities of marketable securities and other investments Purchases of marketable securities and other investments Net cash provided by (used in) investing activities FINANCING ACTIVITIES: Excess tax benefits from stock...

  • Page 45
    AMAZON.COM, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Year Ended December 31, 2012 2011 2010 Net product sales Net services sales Total net sales Operating expenses (1): Cost of sales Fulfillment Marketing Technology and content General and administrative Other...

  • Page 46
    ... INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Year Ended December 31, 2012 2011 2010 Net income (loss) Other comprehensive income (loss): Foreign currency translation adjustments, net of tax of $(30), $20, and $29 Net change in unrealized gains on available-for-sale securities...

  • Page 47
    AMAZON.COM, INC. CONSOLIDATED BALANCE SHEETS (in millions, except per share data) December 31, 2012 2011 ASSETS Current assets: Cash and cash equivalents Marketable securities Inventories Accounts receivable, net and other Deferred tax assets Total current assets Property and equipment, net ...

  • Page 48
    ...) Exercise of common stock options Repurchase of common stock Excess tax benefits from stock-based compensation Stock-based compensation and issuance of employee benefit plan stock Issuance of common stock for acquisition activity Balance at December 31, 2011 Net income (loss) Other comprehensive...

  • Page 49
    ... elements, incentive discount offers, sales returns, vendor funding, stock-based compensation, income taxes, valuation and impairment of investments, inventory valuation and inventory purchase commitments, collectability of receivables, valuation of acquired intangibles and goodwill, depreciable...

  • Page 50
    ... sellers, and therefore these products are not included in our inventories. Accounts Receivable, Net, and Other Included in "Accounts receivable, net and other" on our consolidated balance sheets are amounts primarily related to vendor and customer receivables. At December 31, 2012 and 2011, vendor...

  • Page 51
    ... an update to our annual impairment test. See "Note 4-Acquisitions, Goodwill, and Acquired Intangible Assets." Other Assets Included in "Other assets" on our consolidated balance sheets are amounts primarily related to acquired intangible assets, net of amortization; digital video content, net of...

  • Page 52
    ... short-to intermediate-term fixed income securities and AAA-rated money market funds. Such investments are included in "Cash and cash equivalents," or "Marketable securities" on the accompanying consolidated balance sheets, classified as available for sale, and reported at fair value with unrealized...

  • Page 53
    ... remote, generally two years from the date of issuance. Unearned Revenue Unearned revenue is recorded when payments are received in advance of performing our service obligations and is recognized over the service period. Unearned revenue primarily relates to Amazon Prime memberships and AWS services...

  • Page 54
    ... using a fixed percentage, a fixed-payment schedule, or a combination of the two. Product sales represent revenue from the sale of products and related shipping fees and digital content where we are the seller of record. Product sales and shipping revenues, net of promotional discounts, rebates...

  • Page 55
    ..." on our consolidated statements of operations. Content Costs We obtain digital video content through licensing agreements that have a wide range of licensing provisions and are generally from one to five years with fixed payment schedules. When the license fee for a specific movie or television...

  • Page 56
    ... supporting AWS. Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software and website development, including software used to upgrade and enhance our websites and applications supporting our business, which are capitalized...

  • Page 57
    ...using two consecutive statements for all periods presented. Note 2-CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES As of December 31, 2012 and 2011, our cash, cash equivalents, and marketable securities primarily consisted of cash, U.S. and foreign government and agency securities, AAA-rated money...

  • Page 58
    ... letters of credit, guarantees, debt, and real estate lease agreements. We classify cash and marketable securities with use restrictions of less than twelve months as "Accounts receivable, net and other" and of twelve months or longer as non-current "Other assets" on our consolidated balance sheets...

  • Page 59
    ...-sale marketable securities (in millions): Year Ended December 31, 2012 2011 2010 Realized gains Realized losses $20 10 $15 11 $5 4 The following table summarizes the maturities of our cash equivalent and marketable fixed-income securities as of December 31, 2012 (in millions): Amortized Cost...

  • Page 60
    ...millions): Purchase Price Cash paid, net of cash acquired Stock options assumed $613 65 $678 Allocation Goodwill Intangible assets (1): Marketing-related Contract-based Technology-based Customer-related Property and equipment Deferred tax assets Other assets acquired Deferred tax liabilities Other...

  • Page 61
    ..., net of cash acquired Existing equity interest Indemnification holdbacks Stock options assumed $ 637 89 25 20 $ 771 Allocation Goodwill Intangible assets (1): Marketing-related Customer-related Contract-based Property and equipment Deferred tax assets Other assets acquired Accounts payable Debt...

  • Page 62
    ...31, 2011 Weighted Acquired Acquired Acquired Acquired Average Life Intangibles, Accumulated Intangibles, Intangibles, Accumulated Intangibles, Remaining Gross (1) Amortization (1) Net Gross (1) Amortization (1) Net 2012 Marketing-related Contract-based Technology- and content-based Customer-related...

  • Page 63
    ... in companies that LivingSocial acquired during Q1 2012. December 31, 2012 2011 Balance Sheet: Current assets Noncurrent assets Current liabilities Noncurrent liabilities Mandatorily redeemable stock $ 76 218 338 14 205 $176 271 210 32 201 LivingSocial tested its goodwill and certain long-lived...

  • Page 64
    ... semi-annually in arrears in May and November. We may redeem the Notes at any time in whole, or from time to time, in part at specified redemption prices. We are not subject to any financial covenants under the Notes. We used the net proceeds from the issuance of the Notes for general corporate...

  • Page 65
    ..., primarily related to technology infrastructure, and buildings have been acquired under capital leases. Long-term capital lease obligations are as follows (in millions): December 31, 2012 Gross capital lease obligations Less imputed interest Present value of net minimum lease payments Less current...

  • Page 66
    ... million and $156 million in 2012 and 2011 of our cash and marketable securities as collateral for standby and trade letters of credit, guarantees, debt related to our international operations, as well as real estate leases. Inventory Suppliers During 2012, no vendor accounted for 10% or more of our...

  • Page 67
    ... case to the European Court of Justice. In April 2009, Parallel Networks, LLC filed a complaint against us for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleged, among other things, that our website technology infringed a patent owned by...

  • Page 68
    ... In January 2013, we entered into a settlement of the inquiry that included, among other things, payment of a civil penalty. The payment was not material to either the current or future years. In September 2010, Olympic Developments AG, LLC filed a complaint against us for patent infringement in the...

  • Page 69
    ... In August 2011, the plaintiff filed an additional complaint against us in the United States District Court for the Eastern District of Texas alleging, among other things, that certain supply chain, sales, marketing, and inventory systems and methods used by Amazon and Zappos infringe a patent owned...

  • Page 70
    ... Amazon.com, Inc. and Amazon Web Services LLC in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that "Amazon Simple Storage Service (S3) and Amazon ElastiCache" infringe U.S. Patent No. 5,978,791, entitled "Data Processing System Using...

  • Page 71
    ... the Federal Circuit, which, in November 2012, stayed all proceedings pending its decision in a separate case that raises a related question of law. In May 2012, Clouding IP, LLC f/k/a/ STEC IP, LLC filed a complaint against Amazon.com, Inc. and Amazon Web Services, LLC in the United States District...

  • Page 72
    ... that Amazon products and services relating to Kindle content distribution, Audible audiobooks, Amazon Cloud Player, and on-demand CD and DVD duplication infringe U.S. Patent Nos. 7,392,283 and 7,174,362, both entitled "Method and System for Supplying Products and Pre-Stored Digital Data in Response...

  • Page 73
    ... program. Stock Award Plans Employees vest in restricted stock unit awards over the corresponding service term, generally between two and five years. Stock Award Activity The following summarizes our restricted stock unit activity (in millions): Number of Units Weighted Average Grant-Date Fair...

  • Page 74
    ...) are recorded net of their related income tax effects. Note 11-INCOME TAXES In 2012, 2011, and 2010, we recorded net tax provisions of $428 million, $291 million, and $352 million. A majority of this provision is non-cash. We have tax benefits relating to excess stock-based compensation that are...

  • Page 75
    ..., net of federal benefits Tax credits Nondeductible stock-based compensation Other, net Total 35.0% 35.0% 31.5 0.2 (4.4) 11.1 5.2 (8.4) 1.5 (3.2) 4.1 2.2 35.0% (12.7) 1.5 (1.1) 1.6 (0.8) 23.5% 78.6% 31.2% Our effective tax rate in 2012, 2011, and 2010 was significantly affected by two factors...

  • Page 76
    ..., 2012 and 2011, related to tax credits that result from excess stock-based compensation and for which any benefit realized will be recorded to stockholders' equity. (4) Relates primarily to deferred tax assets that would only be realizable upon the generation of future capital gains and net income...

  • Page 77
    The company's consolidated balance sheet reflects tax credit carryforwards excluding amounts resulting from excess stock-based compensation. Accordingly, such credits from excess stock-based compensation are accounted for as an increase to additional paid-in capital if and when realized through a ...

  • Page 78
    ... no internal revenue transactions between our reporting segments. North America The North America segment consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through North America-focused websites such as www.amazon.com and www.amazon.ca and...

  • Page 79
    ... stock-based compensation and "Other operating expense (income), net," which are not allocated to segments. Net sales of similar products and services were as follows (in millions): Year Ended December 31, 2012 2011 2010 Net Sales: Consolidated Media Electronics and other general merchandise...

  • Page 80
    ...4,417 3,044 Fixed assets, net, located outside of the U.S. represented less than 10% of consolidated fixed assets, net, for any individual country. Depreciation expense, by segment, is as follows (in millions): Year Ended December 31, 2012 2011 2010 North America International Consolidated Note 13...

  • Page 81
    Year Ended December 31, 2011 (1) Fourth Third Second First Quarter Quarter Quarter Quarter Net sales Income before income taxes Provision for income taxes Net income Basic earnings per share Diluted earnings per share Shares used in computation of earnings per share: Basic Diluted $17,431 273 86 ...

  • Page 82
    ..., management concluded that, as of December 31, 2012, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted...

  • Page 83
    ... standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Amazon.com, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the three...

  • Page 84
    ... www.amazon.com/ir. Item 11. Executive Compensation Information required by Item 11 of Part III is included in our Proxy Statement relating to our 2013 Annual Meeting of Shareholders and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and...

  • Page 85
    ... 31, 2012 Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Stockholders' Equity for each of the three years ended December 31, 2012 Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (2) Index...

  • Page 86
    ... thereunto duly authorized, as of January 29, 2013. AMAZON.COM, INC. By: /s/ Jeffrey P. Bezos Jeffrey P. Bezos President, Chief Executive Officer and Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons...

  • Page 87
    AMAZON.COM, INC. SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (in millions) Balance at Beginning of Period Charged to Costs and Expense Amounts Written Off Balance at End of Period Allowance for doubtful accounts December 31, 2012 December 31, 2011 December 31, 2010 Allowance for sales returns ...

  • Page 88
    ... and Sale Agreement dated as of October 1, 2012, between Acorn Development LLC, a wholly owned subsidiary of the Company, and Lake Union III LLC, Lake Union IV LLC, City Place V LLC, City Place II LLC, City Place III LLC, City Place IV LLC, and City Place V LLC, respectively. Restated Certificate of...

  • Page 89
    ... Technology Index, assuming the reinvestment of any dividends, based on closing prices. Measurement points are the last trading day of each of Amazon's fiscal years ended December 31, 2007, 2008, 2009, 2010, 2011, and 2012. $300 $250 $200 Dollars $150 $100 $50 $0 2007 2008 2009 2010 2011 2012...

  • Page 90
    amazon.com amazon.ca amazon.co.uk amazon.cn amazon.de a m a z o n . it amazon.fr a m a z o n . es amazon.co.jp amazon.com.br