Edgar Filing: AMAZON COM INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 10-Q

____________________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 000-22513

____________________________________

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

____________________________________



Delaware		91-1646860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

410 Terry Avenue North, Seattle, Washington 98109-5210

(206) 266-1000

(Address and telephone number, including area code, of registrant’s principal executive offices)

____________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

475,166,527 shares of common stock, par value $0.01 per share, outstanding as of October 19, 2016

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AMAZON.COM, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2016

INDEX



		Page
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements	3
	Consolidated Statements of Cash Flows	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income (Loss)	5
	Consolidated Balance Sheets	6
	Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4	Controls and Procedures	33

PART II. OTHER INFORMATION
Item 1	Legal Proceedings	34
Item 1A	Risk Factors	34
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3	Defaults Upon Senior Securities	43
Item 4	Mine Safety Disclosures	43
Item 5	Other Information	43
Item 6	Exhibits	43
Signatures		44

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PART I. FINANCIAL INFORMATION



Item 1.	Financial Statements

AMAZON.COM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,						Twelve Months Ended September 30,
	2016			2015			2016			2015			2016			2015
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	$	12,521		$	10,269		$	15,890		$	14,557		$	10,709		$	5,258
OPERATING ACTIVITIES:
Net income	252			79			1,622			114			2,105			328
Adjustments to reconcile net income to net cash from operating activities:
Depreciation of property and equipment, including internal-use software and website development, and other amortization, including capitalized content costs	2,084			1,599			5,819			4,529			7,572			5,908
Stock-based compensation	776			544			2,088			1,513			2,694			1,921
Other operating expense, net	31			34			128			120			163			156
Other expense (income), net	(23		)	58			(41		)	170			39			248
Deferred income taxes	(81		)	(63		)	36			(108		)	226			76
Excess tax benefits from stock-based compensation	(173		)	(95		)	(493		)	(212		)	(401		)	(96		)
Changes in operating assets and liabilities:
Inventories	(1,095		)	(1,537		)	(383		)	(844		)	(1,726		)	(1,983		)
Accounts receivable, net and other	(671		)	(588		)	(1,443		)	(577		)	(2,621		)	(1,681		)
Accounts payable	2,540			2,030			(2,252		)	(1,846		)	3,887			3,207
Accrued expenses and other	441			143			(531		)	(925		)	1,306			525
Additions to unearned revenue	2,802			1,779			7,956			4,979			10,377			6,358
Amortization of previously unearned revenue	(2,397		)	(1,373		)	(6,715		)	(3,805		)	(9,018		)	(5,144		)
Net cash provided by (used in) operating activities	4,486			2,610			5,791			3,108			14,603			9,823
INVESTING ACTIVITIES:
Purchases of property and equipment, including internal-use software and website development, net	(1,841		)	(1,195		)	(4,731		)	(3,280		)	(6,040		)	(4,424		)
Acquisitions, net of cash acquired, and other	(84		)	(105		)	(113		)	(478		)	(430		)	(531		)
Sales and maturities of marketable securities	1,431			1,045			3,500			1,890			4,635			2,244
Purchases of marketable securities	(2,076		)	(1,122		)	(4,358		)	(2,732		)	(5,717		)	(4,354		)
Net cash provided by (used in) investing activities	(2,570		)	(1,377		)	(5,702		)	(4,600		)	(7,552		)	(7,065		)
FINANCING ACTIVITIES:
Excess tax benefits from stock-based compensation	173			95			493			212			401			96
Proceeds from long-term debt and other	8			33			83			260			176			6,241
Repayments of long-term debt and other	(26		)	(181		)	(271		)	(712		)	(1,212		)	(894		)
Principal repayments of capital lease obligations	(938		)	(656		)	(2,855		)	(1,738		)	(3,579		)	(2,144		)
Principal repayments of finance lease obligations	(44		)	(21		)	(105		)	(95		)	(131		)	(163		)
Net cash provided by (used in) financing activities	(827		)	(730		)	(2,655		)	(2,073		)	(4,345		)	3,136
Foreign currency effect on cash and cash equivalents	46			(63		)	332			(283		)	241			(443		)
Net increase (decrease) in cash and cash equivalents	1,135			440			(2,234		)	(3,848		)	2,947			5,451
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	13,656		$	10,709		$	13,656		$	10,709		$	13,656		$	10,709
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest on long-term debt	$	1		$	7		$	146		$	177		$	295		$	212
Cash paid for interest on capital and finance lease obligations	50			41			145			109			188			138
Cash paid for income taxes, net of refunds	91			80			317			200			390			230
Property and equipment acquired under capital leases	1,369			1,047			3,666			3,385			4,998			4,599
Property and equipment acquired under build-to-suit leases	211			125			793			381			956			595

See accompanying notes to consolidated financial statements.

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AMAZON.COM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net product sales	$	22,339		$	18,463		$	64,036		$	52,650
Net service sales	10,375			6,895			28,210			18,609
Total net sales	32,714			25,358			92,246			71,259
Operating expenses:
Cost of sales	21,260			16,755			59,306			47,310
Fulfillment	4,335			3,230			11,900			8,865
Marketing	1,738			1,264			4,720			3,496
Technology and content	4,135			3,197			11,541			8,971
General and administrative	639			463			1,715			1,357
Other operating expense, net	32			43			133			136
Total operating expenses	32,139			24,952			89,315			70,135
Operating income	575			406			2,931			1,124
Interest income	26			13			71			37
Interest expense	(118		)	(116		)	(351		)	(344		)
Other income (expense), net	8			(56		)	75			(187		)
Total non-operating income (expense)	(84		)	(159		)	(205		)	(494		)
Income before income taxes	491			247			2,726			630
Provision for income taxes	(229		)	(161		)	(1,012		)	(498		)
Equity-method investment activity, net of tax	(10		)	(7		)	(92		)	(18		)
Net income	$	252		$	79		$	1,622		$	114
Basic earnings per share	$	0.53		$	0.17		$	3.43		$	0.24
Diluted earnings per share	$	0.52		$	0.17		$	3.36		$	0.24
Weighted-average shares used in computation of earnings per share:
Basic	474			468			473			467
Diluted	485			478			483			476

See accompanying notes to consolidated financial statements.

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AMAZON.COM, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

(unaudited)



	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
Net income	$	252	$	79		$	1,622	$	114
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax of $6, $4, $18, and $3	19		(56		)	133		(170		)
Net change in unrealized gains (losses) on available-for-sale securities:
Unrealized gains (losses), net of tax of $(15), $3, $(32), and $(5)	29		(3		)	65		3
Reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $(1), $(1), $(2), and $(1)	2		1			4		3
Net unrealized gains (losses) on available-for-sale securities	31		(2		)	69		6
Total other comprehensive income (loss)	50		(58		)	202		(164		)
Comprehensive income (loss)	$	302	$	21		$	1,824	$	(50	)

See accompanying notes to consolidated financial statements.

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AMAZON.COM, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except per share data)



	September 30, 2016			December 31, 2015
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	13,656		$	15,890
Marketable securities	4,691			3,918
Inventories	10,696			10,243
Accounts receivable, net and other	6,566			5,654
Total current assets	35,609			35,705
Property and equipment, net	27,177			21,838
Goodwill	3,815			3,759
Other assets	4,296			3,445
Total assets	$	70,897		$	64,747
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	18,801		$	20,397
Accrued expenses and other	10,497			10,372
Unearned revenue	4,200			3,118
Total current liabilities	33,498			33,887
Long-term debt	8,205			8,227
Other long-term liabilities	11,412			9,249
Commitments and contingencies (Note 3)
Stockholders’ equity:
Preferred stock, $0.01 par value:
Authorized shares — 500
Issued and outstanding shares — none	—			—
Common stock, $0.01 par value:
Authorized shares — 5,000
Issued shares — 498 and 494
Outstanding shares — 475 and 471	5			5
Treasury stock, at cost	(1,837		)	(1,837		)
Additional paid-in capital	15,968			13,394
Accumulated other comprehensive loss	(521		)	(723		)
Retained earnings	4,167			2,545
Total stockholders’ equity	17,782			13,384
Total liabilities and stockholders’ equity	$	70,897		$	64,747

See accompanying notes to consolidated financial statements.

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AMAZON.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 — ACCOUNTING POLICIES

Unaudited Interim Financial Information

We have prepared the accompanying consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These consolidated financial statements are unaudited and, in our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated balance sheets, operating results, and cash flows for the periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2016 due to seasonal and other factors. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted in accordance with the rules and regulations of the SEC. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our 2015 Annual Report on Form 10-K.

Prior Period Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation, including the allocation of stock-based compensation and “Other operating expense, net” to segment results within “Note 7 — Segment Information.” These revised segment results reflect the way the Company evaluates its business performance and manages its operations. In Q1 2016, current deferred tax assets and current deferred tax liabilities were reclassified as non-current. See “Recent Accounting Pronouncements” below. We also reclassified our capitalized debt issuance costs from “Other assets” to “Long-term debt” as a result of the adoption of new accounting guidance. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of Amazon.com, Inc., its wholly-owned subsidiaries, and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in India and China (collectively, the “Company”). Intercompany balances and transactions between consolidated entities are eliminated.

Use of Estimates

Earnings per Share

Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.

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The following table shows the calculation of diluted shares (in millions):



	Three Months Ended September 30,		Nine Months Ended September 30,
	2016	2015	2016	2015
Shares used in computation of basic earnings per share	474	468	473	467
Total dilutive effect of outstanding stock awards	11	10	10	9
Shares used in computation of diluted earnings per share	485	478	483	476

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB deferred the effective date of the revenue recognition guidance to reporting periods beginning after December 15, 2017. Early adoption is permitted for reporting periods beginning after December 15, 2016. We are continuing to evaluate our method of adoption and the impact this ASU, and related amendments and interpretations, will have on our consolidated financial statements.

In November 2015, the FASB issued an ASU amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheets. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The ASU may be adopted either prospectively or retrospectively. We adopted this ASU in Q1 2016 and retrospectively adjusted prior periods. Upon adoption, current deferred tax assets of $769 million and current deferred tax liabilities of $13 million in our December 31, 2015 consolidated balance sheet were reclassified as non-current.

In February 2016, the FASB issued an ASU amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on our consolidated balance sheets. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact, and expect the ASU will have a material impact on our consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.

In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact, and expect the ASU will have a material impact on our consolidated financial statements.

In October 2016, the FASB issued an ASU amending the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intercompany asset transfer, other than transfers of inventory, when the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact, and expect the ASU will have a material impact on our consolidated financial statements.

Note 2 — CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES

As of September 30, 2016, and December 31, 2015, our cash, cash equivalents, and marketable securities primarily consisted of cash, U.S. and foreign government and agency securities, AAA-rated money market funds, and other investment grade securities. Cash equivalents and marketable securities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

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Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

We measure the fair value of money market funds and equity securities based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold any cash, cash equivalents, or marketable securities categorized as Level 3 assets as of September 30, 2016, or December 31, 2015.

The following tables summarize, by major security type, our cash, cash equivalents, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):



	September 30, 2016										December 31, 2015
	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Total Estimated Fair Value			Total Estimated Fair Value
Cash	$	5,730	$	—	$	—		$	5,730		$	6,201
Level 1 securities:
Money market funds	8,386		—		—			8,386			8,025
Equity securities	23		106		—			129			15
Level 2 securities:
Foreign government and agency securities	45		1		—			46			49
U.S. government and agency securities	3,695		3		(4		)	3,694			5,167
Corporate debt securities	587		2		—			589			477
Asset-backed securities	152		—		(1		)	151			117
Other fixed income securities	90		—		—			90			42
	$	18,708	$	112	$	(5	)	$	18,815		$	20,093
Less: Restricted cash, cash equivalents, and marketable securities (1)								(468		)	(285		)
Total cash, cash equivalents, and marketable securities								$	18,347		$	19,808

___________________

(1)

We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable securities as collateral for standby and trade letters of credit, guarantees, debt, real estate leases, and amounts due to third-party sellers in certain jurisdictions. We classify cash, cash equivalents, and marketable securities with use restrictions of less than twelve months as “Accounts receivable, net and other” and of twelve months or longer as non-current “Other assets” on our consolidated balance sheets. See “Note 3 — Commitments and Contingencies.”

The following table summarizes the contractual maturities of our cash equivalents and marketable fixed-income securities as of September 30, 2016 (in millions):



	Amortized Cost		Estimated Fair Value
Due within one year	$	10,647	$	10,648
Due after one year through five years	1,933		1,934
Due after five years through ten years	193		193
Due after ten years	182		181
Total	$	12,955	$	12,956

Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.

We also hold equity warrant assets giving us the right to acquire stock of other companies. As of September 30, 2016, and December 31, 2015, these warrants had a fair value of $142 million and $16 million, and are recorded within “Other assets” on our consolidated balance sheets. The related gain (loss) recorded in “Other income (expense), net” was $9 million and $(1) million in Q3 2016 and Q3 2015, and $(11) million and $1 million in the nine months ended September 30, 2016 and 2015. These assets are primarily classified as Level 2 assets.

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Note 3 — COMMITMENTS AND CONTINGENCIES

Commitments

We have entered into non-cancellable operating, capital, and finance leases for equipment and office, fulfillment, sortation, delivery, data center, and renewable energy facilities. Rental expense under operating lease agreements was $367 million and $291 million for Q3 2016 and Q3 2015, and $1.0 billion and $824 million for the nine months ended September 30, 2016 and 2015.

The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of September 30, 2016 (in millions):



	Three Months Ended December 31,		Year Ended December 31,
	2016		2017		2018		2019		2020		Thereafter		Total
Debt principal and interest	$	164	$	1,324	$	311	$	1,273	$	246	$	9,157	$	12,475
Capital lease obligations, including interest (1)	739		3,693		2,434		1,046		326		240		8,478
Finance lease obligations, including interest (2)	56		228		233		237		241		2,203		3,198
Operating leases	347		1,259		1,159		1,028		961		4,284		9,038
Unconditional purchase obligations (3)	162		690		555		297		140		56		1,900
Other commitments (4) (5)	595		682		527		426		326		2,216		4,772
Total commitments	$	2,063	$	7,876	$	5,219	$	4,307	$	2,240	$	18,156	$	39,861

___________________


(1)	Excluding interest, current capital lease obligations of $3.7 billion and $3.0 billion are recorded within “Accrued expenses and other” as of September 30, 2016, and December 31, 2015, and $4.5 billion and $4.2 billion are recorded within “Other long-term liabilities” as of September 30, 2016, and December 31, 2015.


(2)	Excluding interest, current finance lease obligations of $135 million and $99 million are recorded within “Accrued expenses and other” as of September 30, 2016, and December 31, 2015, and $2.4 billion and $1.7 billion are recorded within “Other long-term liabilities” as of September 30, 2016, and December 31, 2015.

(3)

Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content that are not reflected on the consolidated balance sheets. For those agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified.


(4)	Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements and equipment lease arrangements that have not been placed in service and digital media content liabilities associated with long-term digital media content assets with initial terms greater than one year.


(5)	Excludes $1.7 billion of accrued tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.

Pledged Assets

As of September 30, 2016, and December 31, 2015, we have pledged or otherwise restricted $588 million and $418 million of our cash, cash equivalents, and marketable securities, and certain property and equipment as collateral for standby and trade letters of credit, guarantees, debt relating to certain international operations, real estate leases, and amounts due to third-party sellers in certain jurisdictions.

Other Contingencies

As previously disclosed, we recently determined that we processed and delivered orders of consumer products for certain individuals and entities located outside Iran covered by the Iran Threat Reduction and Syria Human Rights Act or other United States sanctions and export control laws. The consumer products included books, music, other media, apparel, home and kitchen, health and beauty, jewelry, office, consumer electronics, software, lawn and patio, grocery, and automotive products. Our review is ongoing and we have voluntarily reported these orders to the United States Treasury Department’s Office of Foreign Assets Control and the United States Department of Commerce’s Bureau of Industry and Security. We intend to cooperate fully with OFAC and BIS with respect to their review, which may result in the imposition of penalties. For additional information, see Item 5 of Part II, “Other Information — Disclosure Pursuant to Section 13(r) of the Exchange Act.”

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Legal Proceedings

The Company is involved from time to time in claims, proceedings, and litigation, including the matters described in Item 8 of Part II, “Financial Statements and Supplementary Data — Note 7 — Commitments and Contingencies — Legal Proceedings” of our 2015 Annual Report on Form 10-K and in Item 1 of Part 1, “Financial Statements — Note 3 — Commitments and Contingencies — Legal Proceedings” of our Quarterly Reports on Form 10-Q for the Periods Ended March 31, 2016, and June 30, 2016, as supplemented by the following:

In September 2016, Broadcom Corporation and Avago Technologies General IP (Singapore) PTE Ltd. filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the Central District of California. The complaint alleges, among other things, that certain Fire devices infringe U.S. Patent Nos. 5,870,087, entitled “MPEG Decoder System and Method Having a Unified Memory for Transport Decode and System Controller Function,” 6,982,663, entitled “Method and System for Symbol Binarization,” 7,006,636, entitled “Coherence-Based Audio Coding and Synthesis,” 7,583,805, entitled “Late Reverberation-Based Synthesis of Auditory Scenes,” and 8,284,844, entitled “Video Decoding System Supporting Multiple Standards.” The complaint also alleges that certain Kindle and Fire devices, and the Dash Button and Amazon Echo, infringe U.S. Patent No. 6,430,148, entitled “Multidirectional Communication Systems,” and that certain Fire devices and the Amazon Echo infringe U.S. Patent No. 6,766,389, entitled “System on a Chip for Networking.” The complaint also alleges that Amazon Web Services’ Elastic Transcoder and CloudFront infringe U.S. Patent No. 7,296,295, entitled “Media Processing System Supporting Different Media Formats Via Server-Based Transcoding,” that Amazon Elastic Transcoder infringes U.S. Patent No. 6,744,387, entitled “Method and System for Symbol Binarization,” that CloudFront infringes U.S. Patent No. 6,341,375, entitled “Video on Demand DVD System,” and that Elastic Compute Cloud infringes U.S. Patent No. 6,501,480, entitled “Graphics Accelerator.” The complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, attorneys’ fees, and costs. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.

The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. In addition, for some matters for which a loss is probable or reasonably possible, an estimate of the amount of loss or range of losses is not possible and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies.

See also “Note 6 — Income Taxes.”

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Note 4 — LONG-TERM DEBT

In December 2014, and November 2012, we issued $6.0 billion and $3.0 billion of unsecured senior notes, of which $8.3 billion is outstanding, as described in the table below (collectively, the “Notes”). As of September 30, 2016, and December 31, 2015, the unamortized discount on the Notes was $92 million and $97 million. We also have other long-term debt with a carrying amount, including the current portion, of $95 million and $312 million as of September 30, 2016, and December 31, 2015. The face value of our total long-term debt obligations is as follows (in millions):



	September 30, 2016			December 31, 2015
1.20% Notes due on November 29, 2017 (1)	$	1,000		$	1,000
2.60% Notes due on December 5, 2019 (2)	1,000			1,000
3.30% Notes due on December 5, 2021 (2)	1,000			1,000
2.50% Notes due on November 29, 2022 (1)	1,250			1,250
3.80% Notes due on December 5, 2024 (2)	1,250			1,250
4.80% Notes due on December 5, 2034 (2)	1,250			1,250
4.95% Notes due on December 5, 2044 (2)	1,500			1,500
Other long-term debt	95			312
Total debt	8,345			8,562
Less current portion of long-term debt	(48		)	(238		)
Face value of long-term debt	$	8,297		$	8,324

_____________________________


(1)	Issued in November 2012, effective interest rates of the 2017 and 2022 Notes were 1.38% and 2.66%.


(2)	Issued in December 2014, effective interest rates of the 2019, 2021, 2024, 2034, and 2044 Notes were 2.73%, 3.43%, 3.90%, 4.92%, and 5.11%.

Interest on the Notes issued in 2014 is payable semi-annually in arrears in June and December. Interest on the Notes issued in 2012 is payable 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. The proceeds from the Notes are used for general corporate purposes. The estimated fair value of the Notes was approximately $9.1 billion and $8.5 billion as of September 30, 2016, and December 31, 2015, which is based on quoted prices for our publicly-traded debt as of those dates.

The other debt, including the current portion, had a weighted-average interest rate of 3.03% and 3.74% as of September 30, 2016, and December 31, 2015. We used the net proceeds from the issuance of this debt primarily to fund certain international operations. The estimated fair value of the other long-term debt, which is based on Level 2 inputs, approximated its carrying value as of September 30, 2016, and December 31, 2015.

On May 20, 2016, we entered into an unsecured revolving credit facility (the “Credit Agreement”) with a syndicate of lenders that provides us with a borrowing capacity of up to $3.0 billion. This Credit Agreement replaces the prior credit agreement entered into on September 5, 2014. The Credit Agreement has a term of three years, but it may be extended for up to three additional one-year terms if approved by the lenders. The initial interest rate applicable to outstanding balances under the Credit Agreement is the London interbank offered rate (“LIBOR”) plus 0.60%, with a commitment fee of 0.05% on the undrawn portion of the credit facility, under our current credit ratings. If our credit ratings are downgraded these rates could increase to as much as LIBOR plus 1.00% and 0.09%, respectively. There were no borrowings outstanding under the credit agreements as of September 30, 2016, and December 31, 2015. On October 13, 2016, we entered into a $500 million secured revolving credit facility (“Credit Facility”) with a lender that is secured by certain seller receivables. The Credit Facility is available for a term of three years, bears interest at LIBOR plus 1.65%, and has a commitment fee of 0.50% on the undrawn portion.

Note 5 — STOCKHOLDERS’ EQUITY

Stock Repurchase Activity

In February 2016, the Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock, with no fixed expiration. This stock repurchase authorization replaces the previous $2.0 billion stock repurchase authorization, approved by the Board of Directors in 2010. There were no repurchases of common stock in Q3 2016 or Q3 2015.

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Stock Award Activity

Common shares outstanding plus shares underlying outstanding stock awards totaled 496 million as of September 30, 2016, and 490 million as of December 31, 2015. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited. Stock-based compensation expense is as follows (in millions):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Cost of sales (1)	$	7	$	—	$	7	$	—
Fulfillment	165		122		467		344
Marketing	85		48		221		133
Technology and content	434		309		1,171		861
General and administrative	85		65		222		175
Total stock-based compensation expense	$	776	$	544	$	2,088	$	1,513

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(1)	Beginning in Q3 2016, stock-based compensation expense was recorded to cost of sales for eligible employees providing delivery services.

The compensation expense for stock options, the total intrinsic value for stock options outstanding, the amount of cash received from the exercise of stock options, and the related tax benefits were not material for the nine months ended September 30, 2016.

The following table summarizes our restricted stock unit activity for the nine months ended September 30, 2016 (in millions):



	Number of Units		Weighted-Average Grant-Date Fair Value
Outstanding as of December 31, 2015	18.9		$	362
Units granted	7.9		640
Units vested	(4.2	)	309
Units forfeited	(1.8	)	420
Outstanding as of September 30, 2016	20.8		$	473

Scheduled vesting for outstanding restricted stock units as of September 30, 2016, is as follows (in millions):



	Three Months Ended December 31,	Year Ended December 31,
	2016	2017	2018	2019	2020	Thereafter	Total
Scheduled vesting—restricted stock units	2.0	7.0	7.0	3.1	1.2	0.5	20.8

As of September 30, 2016, there was $4.6 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation is recognized on an accelerated basis with approximately half of the compensation expected to be expensed in the next twelve months, and has a weighted-average recognition period of 1.2 years.

Note 6 — INCOME TAXES

Our tax provision or benefit from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, is subject to significant variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss and the mix of jurisdictions to which they relate, changes in how we do business, acquisitions (including integrations) and investments, audit-related developments, foreign currency gains (losses), tax law developments (including changes in statutes, regulations, case law, and administrative practices), and relative changes of expenses or losses for which tax benefits are not recognized.

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Additionally, 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.

For 2016, our effective tax rate will be favorably affected by the impact of the U.S. federal research and development credit, an increase in the amount of pre-tax income relative to income tax expense, an increase in amortization deductions for which we will realize a tax benefit, and a decline in the proportion of nondeductible expenses and losses for which we may not realize a related tax benefit. We record valuation allowances against the deferred tax assets associated with losses for which we may not realize a related tax benefit. Our effective tax rate will also be adversely affected by state income taxes. We will generate income and losses in lower tax jurisdictions primarily related to our European operations, which are headquartered in Luxembourg.

Our income tax provision for the nine months ended September 30, 2016 was $1.0 billion, which included $50 million of discrete tax benefits primarily attributable to audit-related and tax law developments. Our income tax provision for the nine months ended September 30, 2015 was $498 million, which included $37 million of discrete tax expense primarily attributed to acquisition integrations. Cash paid for income taxes, net of refunds was $91 million and $80 million in Q3 2016 and Q3 2015 and $317 million and $200 million for the nine months ended September 30, 2016 and 2015.

As of September 30, 2016, and December 31, 2015, tax contingencies were $1.7 billion and $1.2 billion. We expect the total amount of tax contingencies will grow in 2016. In addition, changes in state, federal, and foreign tax laws may increase our tax contingencies. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax examinations in one or more jurisdictions. These assessments or settlements may or may not result in changes to our contingencies related to positions on prior years’ tax filings.

We are under examination, or may be subject to examination, by the Internal Revenue Service (“IRS”) for the calendar year 2005 and thereafter. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examination as well as subsequent periods. As previously disclosed, we have received Notices of Proposed Adjustment from the IRS for transactions undertaken in the 2005 and 2006 calendar years relating to transfer pricing with our foreign subsidiaries. The IRS is seeking to increase our U.S. taxable income by an amount that would result in additional federal tax of approximately $1.5 billion, subject to interest. To date, we have not resolved this matter administratively and are currently contesting it in U.S. Tax Court. We continue to disagree with these IRS positions and intend to defend ourselves vigorously in this matter. In addition to the risk of additional tax for 2005 and 2006 transactions, if this litigation is adversely determined or if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we could be subject to significant additional tax liabilities.

Certain of our subsidiaries are under examination or investigation or may be subject to examination or investigation by the French Tax Administration (“FTA”) for calendar year 2006 and thereafter. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes. In September 2012, we received proposed tax assessment notices for calendar years 2006 through 2010 relating to the allocation of income between foreign jurisdictions. In June 2015, we received final tax collection notices for these years assessing additional French tax of €196 million, including interest and penalties through September 2012. We disagree with the assessment and intend to contest it vigorously. We plan to pursue all available administrative remedies, and if we are not able to resolve this matter, we plan to pursue judicial remedies. In addition to the risk of additional tax for years 2006 through 2010, if this litigation is adversely determined or if the FTA were to seek adjustments of a similar nature for subsequent years, we could be subject to significant additional tax liabilities. In addition, in October 2014, the European Commission opened a formal investigation to examine whether decisions by the tax authorities in Luxembourg with regard to the corporate income tax paid by certain of our subsidiaries comply with European Union rules on state aid. If this matter is adversely resolved, Luxembourg may be required to assess, and we may be required to pay, additional amounts with respect to current and prior periods from 2003 onwards and our taxes in the future could increase. We are also subject to taxation in various states and other foreign jurisdictions including Canada, China, Germany, India, Italy, Japan, Luxembourg, and the United Kingdom. We are under, or may be subject to, audit or examination and additional assessments by the relevant authorities in respect of these particular jurisdictions primarily for 2008 and thereafter.

Note 7 — SEGMENT INFORMATION

We have organized our operations into three segments: North America, International, and AWS. We allocate to segment results the operating expenses “Fulfillment,” “Marketing,” “Technology and content,” and “General and administrative” based on usage, which is generally reflected in the segment in which the costs are incurred. The majority of technology infrastructure expenses are allocated to the AWS segment based on usage. The majority of the remaining non-infrastructure technology costs are incurred in the U.S. and are allocated to our North America segment. In Q1 2016, we began allocating stock-based compensation and “Other operating expense, net” to our segment results. In our segment results, these amounts are combined

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and titled “Stock-based compensation and other.” There are no internal revenue transactions between our reportable segments. These segments reflect the way the Company evaluates its business performance and manages its operations.

North America

The North America segment primarily 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, www.amazon.ca, and www.amazon.com.mx. This segment includes export sales from these websites.

International

The International segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through internationally-focused websites such as www.amazon.com.au, www.amazon.com.br, www.amazon.cn, www.amazon.fr, www.amazon.de, www.amazon.in, www.amazon.it, www.amazon.co.jp, www.amazon.nl, www.amazon.es, and www.amazon.co.uk. This segment includes export sales from these internationally-focused websites (including export sales from these sites to customers in the U.S., Mexico, and Canada), but excludes export sales from our North American websites.

AWS

The AWS segment consists of amounts earned from global sales of compute, storage, database, and other AWS service offerings for start-ups, enterprises, government agencies, and academic institutions.

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Information on reportable segments and reconciliation to consolidated net income is as follows (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
North America
Net sales	$	18,874		$	15,006		$	53,544		$	42,208
Operating expenses	18,180			14,478			50,769			40,461
Operating income before stock-based compensation and other	694			528			$	2,775		$	1,747
Stock-based compensation and other	439			342			1,230			959
Operating income	$	255		$	186		$	1,545		$	788
International
Net sales	$	10,609		$	8,267		$	30,019		$	23,577
Operating expenses	10,941			8,323			30,242			23,728
Operating income (loss) before stock-based compensation and other	(332		)	(56		)	$	(223	)	$	(151	)
Stock-based compensation and other	209			152			573			440
Operating income (loss)	$	(541	)	$	(208	)	$	(796	)	$	(591	)
AWS
Net sales	$	3,231		$	2,085		$	8,683		$	5,474
Operating expenses	2,210			1,564			6,083			4,297
Operating income before stock-based compensation and other	1,021			521			$	2,600		$	1,177
Stock-based compensation and other	160			93			418			250
Operating income	$	861		$	428		$	2,182		$	927
Consolidated
Net sales	$	32,714		$	25,358		$	92,246		$	71,259
Operating expenses	31,331			24,365			87,094			68,486
Operating income before stock-based compensation and other	1,383			993			5,152			2,773
Stock-based compensation and other	808			587			2,221			1,649
Operating income	575			406			2,931			1,124
Total non-operating income (expense)	(84		)	(159		)	(205		)	(494		)
Provision for income taxes	(229		)	(161		)	(1,012		)	(498		)
Equity-method investment activity, net of tax	(10		)	(7		)	(92		)	(18		)
Net income	$	252		$	79		$	1,622		$	114

We have aggregated our products and services into groups of similar products and services and provided the supplemental disclosure of net sales (in millions) below. We evaluate whether additional disclosure is appropriate when a product or service category begins to approach a significant level of net sales. For the periods presented, no individual product or service represented more than 10% of net sales.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Net Sales:
Media	$	5,728	$	5,283	$	16,626	$	15,286
Electronics and other general merchandise	23,383		17,741		65,890		49,782
AWS	3,231		2,085		8,683		5,474
Other (1)	372		249		1,047		717
Consolidated	$	32,714	$	25,358	$	92,246	$	71,259

___________________


(1)	Includes sales from non-retail activities, such as certain advertising services and our co-branded credit card agreements.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 could differ materially for a variety of reasons, including, among others, fluctuations in foreign exchange rates, changes in global economic conditions and customer spending, 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 taxes, competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of legal proceedings and claims, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, seasonality, the degree to which we enter into, maintain, and develop commercial agreements, acquisitions and strategic transactions, payments risks, and risks of fulfillment throughput and productivity. In addition, the current global economic climate amplifies many of these risks. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results 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 2015 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 assets and 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 and Accounting Policies,” of our 2015 Annual Report on Form 10-K and Item 1 of Part I, “Financial Statements — Note 1 — Accounting Policies,” 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 or market 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 September 30, 2016, we would have recorded an additional cost of sales of approximately $120 million.

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

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. The measurement date of our annual goodwill impairment test is April 1. In testing goodwill for impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired,

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a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating 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 significantly change the amount of impairment recorded, if any.

We completed the required annual testing of goodwill for impairment for all reporting units as of April 1, 2016, and determined that goodwill was not impaired. During the quarter, management monitored the actual performance of the business relative to the fair value assumptions used during our annual goodwill impairment test. For the periods presented, no triggering events were identified that required an interim impairment test. As a measure of sensitivity, a 10% decrease in the fair value of any of our reporting units as of April 1, 2016, would have had no impact on the carrying value of our goodwill.

Financial and credit market volatility directly impacts the fair value measurement through our weighted-average cost of capital that we use to determine a discount rate and through our stock price that we use to determine our market capitalization. During times of volatility, significant judgment must be applied to determine whether credit or stock price changes are short-term in nature or a longer-term trend. We have not made any significant changes to the accounting methodology used to evaluate goodwill for impairment. Changes in our estimated future cash flows and asset fair values may cause us to realize material impairment charges in the future. As a measure of sensitivity, a prolonged 20% decrease from our September 30, 2016 closing stock price would not be an indicator of possible impairment.

Stock-Based Compensation

We measure compensation cost for stock awards at fair value and recognize it as compensation expense over the service period for awards expected to vest. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock and the fair value of stock options is estimated on the date of grant using a Black-Scholes model. The estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including employee level, economic conditions, time remaining to vest, and historical forfeiture experience. We update our estimated forfeiture rate quarterly. We have not made any significant changes to the accounting methodology used to evaluate stock-based compensation. Changes in our estimates and assumptions may cause us to realize material changes in stock-based compensation expense in the future. As a measure of sensitivity, a 1% change to our estimated forfeiture rate would have had an approximately $70 million impact on our Q3 2016 operating income. Our estimated forfeiture rate as of September 30, 2016, and December 31, 2015, was 28%.

We utilize the accelerated method, rather than the straight-line method, for recognizing compensation expense. For example, over 50% of the compensation cost related to an award vesting ratably over four years is expensed in the first year. If forfeited early in the life of an award, the compensation expense adjustment is much greater under an accelerated method than under a straight-line method.

Income Taxes

We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Tax laws, regulations, and administrative practices in various jurisdictions may be subject to significant change 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. Our effective tax rates could be affected by 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 the related tax benefit, changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions (including integrations) and investments, changes in our deferred tax assets and liabilities and their valuation, and changes in the relevant tax, accounting, and other laws, regulations, administrative practices, principles, and interpretations, including fundamental changes to the tax laws applicable to corporate multinationals. The U.S., the European Union and its member states, and a number of other countries are actively pursuing changes in this regard.

Except as required under U.S. tax laws, we do not provide for U.S. taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed since we intend to invest such undistributed earnings indefinitely outside of the U.S. If our intent changes or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings and our effective tax rate would be adversely affected. We are also currently subject to audit in various jurisdictions, and these jurisdictions may assess additional income tax liabilities against us.

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Developments in an audit, litigation, or the relevant laws, regulations, administrative practices, principles, and interpretations 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. For instance, the IRS is seeking to increase our U.S. taxable income related to transfer pricing with our foreign subsidiaries for transactions undertaken in 2005 and 2006, and we are currently contesting the matter in U.S. Tax Court. In addition to the risk of additional tax for 2005 and 2006 transactions, if this litigation is adversely determined or if the IRS were to seek transfer pricing adjustments of a similar nature for transactions in subsequent years, we could be subject to significant additional tax liabilities. In addition, in October 2014, the European Commission opened a formal investigation to examine whether decisions by the tax authorities in Luxembourg with regard to the corporate income tax paid by certain of our subsidiaries comply with European Union rules on state aid. If this matter is adversely resolved, Luxembourg may be required to assess, and we may be required to pay, additional amounts with respect to current and prior periods and our taxes in the future could increase. Although we believe our tax estimates are reasonable, the final outcome of tax audits, investigations, and any related litigation could be materially different from our historical income tax provisions and accruals.

Recent Accounting Pronouncements

See Item 1 of Part I, “Financial Statements — Note 1 — Accounting Policies — Recent Accounting Pronouncements.”

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Liquidity and Capital Resources

Cash flow information is as follows (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,						Twelve Months Ended September 30,
	2016			2015			2016			2015			2016			2015
Cash provided by (used in):
Operating activities	$	4,486		$	2,610		$	5,791		$	3,108		$	14,603		$	9,823
Investing activities	(2,570		)	(1,377		)	(5,702		)	(4,600		)	(7,552		)	(7,065		)
Financing activities	(827		)	(730		)	(2,655		)	(2,073		)	(4,345		)	3,136

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 $18.3 billion and $19.8 billion as of September 30, 2016, and December 31, 2015. Amounts held in foreign currencies were $5.9 billion and $7.3 billion as of September 30, 2016, and December 31, 2015, and were primarily Euros, Japanese Yen, and British Pounds.

Cash provided by (used in) operating activities was $4.5 billion and $2.6 billion for Q3 2016 and Q3 2015, and $5.8 billion and $3.1 billion for the nine months ended September 30, 2016 and 2015. Our operating cash flows result primarily from cash received from our consumer, seller, developer, enterprise, and content creator 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 used in investing activities), 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 increase in operating cash flow for the trailing twelve months ended September 30, 2016, compared to the comparable prior year period, was primarily due to the increase in net income, excluding non-cash charges such as depreciation, amortization, and stock-based compensation. Cash provided by (used in) operating activities is also subject to changes in working capital. Working capital at any specific point in time is subject to many variables, including seasonality, 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, internal-use software and website development costs, 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 $(2.6) billion and $(1.4) billion for Q3 2016 and Q3 2015, and $(5.7) billion and $(4.6) billion for the nine months ended September 30, 2016 and 2015, with the variability caused primarily by our decision to purchase or lease property and equipment, purchases, maturities, and sales of marketable securities, and changes in cash paid for acquisitions. Cash capital expenditures were $1.8 billion and $1.2 billion during Q3 2016 and Q3 2015, and $4.7 billion and $3.3 billion for the nine months ended September 30, 2016 and 2015. This primarily reflects additional investments in support of continued business growth due to investments in technology infrastructure (the majority of which is to support AWS) and additional capacity to support our fulfillment operations. Capital expenditures included $97 million and $127 million for internal-use software and website development during Q3 2016 and Q3 2015, and $326 million and $406 million for the nine months ended September 30, 2016 and 2015. Stock-based compensation capitalized for internal-use software and website development costs does not affect cash flows. We made cash payments, net of acquired cash, related to acquisition and other investment activity of $84 million and $105 million during Q3 2016 and Q3 2015, and $113 million and $478 million for the nine months ended September 30, 2016 and 2015.

Cash provided by (used in) financing activities was $(827) million and $(730) million for Q3 2016 and Q3 2015, and $(2.7) billion and $(2.1) billion for the nine months ended September 30, 2016 and 2015. Cash outflows from financing activities result from principal repayments on obligations related to capital leases and finance leases and repayments of long-term debt and other. Principal repayments on obligations related to capital leases and finance leases and repayments of long-term debt and other were $1.0 billion and $858 million in Q3 2016 and Q3 2015, and $3.2 billion and $2.5 billion for the nine months ended September 30, 2016 and 2015. Property and equipment acquired under capital leases was $1.4 billion and $1.0 billion during Q3 2016 and Q3 2015, and $3.7 billion and $3.4 billion for the nine months ended September 30, 2016 and 2015, reflecting investments in support of continued business growth primarily due to investments in technology infrastructure for AWS, which investments we expect to continue over time. Cash inflows from financing activities primarily result from proceeds from long-term debt and other and tax benefits relating to excess stock-based compensation deductions. Proceeds from long-term debt and other were $8 million and $33 million in Q3 2016 and Q3 2015, and $83 million and $260 million for the nine months ended September 30, 2016 and 2015. Tax benefits relating to excess stock-based compensation deductions are presented as financing cash flows. Cash inflows from tax benefits related to stock-based compensation deductions were $173

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million and $95 million in Q3 2016 and Q3 2015, and $493 million and $212 million for the nine months ended September 30, 2016 and 2015.

We had no borrowings outstanding under our $3.0 billion Credit Agreement as of September 30, 2016. See Item 1 of Part I, “Financial Statements — Note 4 — Long-Term Debt” for additional information.

We recorded net tax provisions of $229 million and $161 million in Q3 2016 and Q3 2015, and $1.0 billion and $498 million for the nine months ended September 30, 2016 and 2015. Except as required under U.S. tax laws, we do not provide for U.S. taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed since we intend to invest such undistributed earnings indefinitely outside of the U.S. If our intent changes or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings, and our effective tax rate would be adversely affected. We have tax benefits relating to excess stock-based compensation deductions and accelerated depreciation deductions that are being utilized to reduce our U.S. taxable income. In December 2015, U.S. legislation was enacted that extended accelerated depreciation deductions on qualifying property through 2019. Cash taxes paid, net of refunds were $91 million and $80 million for Q3 2016 and Q3 2015, and $317 million and $200 million for the nine months ended September 30, 2016 and 2015. As of December 31, 2015, our federal net operating loss carryforward was approximately $1.1 billion and we had approximately $622 million of federal tax credits potentially available to offset future tax liabilities. Our federal tax credits are primarily related to the U.S. federal research and development credit, which was made permanent in 2015. As we utilize our federal net operating losses and tax credits, we expect cash paid for taxes to significantly increase. We endeavor to manage our global taxes on a cash basis, rather than on a financial reporting basis.

Our liquidity is also affected by restricted cash balances that are pledged as collateral for standby and trade letters of credit, guarantees, debt, and real estate leases. To the extent we process payments for third-party sellers or offer certain types of stored value to our customers, some jurisdictions may restrict our use of those funds. These restrictions would result in the reclassification of a portion of our cash and cash equivalents from “Cash and cash equivalents” to restricted cash, which is classified within “Accounts receivable, net and other” on our consolidated balance sheets. As of September 30, 2016, and December 31, 2015, restricted cash, cash equivalents, and marketable securities were $468 million and $285 million. See Item 1 of Part I, “Financial Statements — Note 3 — Commitments and Contingencies” for additional discussion of our principal contractual commitments, as well as our pledged assets. Purchase obligations and open purchase orders, consisting of inventory and significant non-inventory commitments, were $10.6 billion as of September 30, 2016. Purchase obligations and open purchase orders are generally cancellable in full or in part through the contractual provisions.

On average, our high inventory velocity means we generally collect from consumers before our payments to suppliers come due. Inventory turnover¹ was 9 for Q3 2016 and Q3 2015. We expect variability in inventory turnover over time since it is affected by several 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, our investment in new geographies and product lines, and the extent to which we choose to utilize third-party fulfillment providers.

We believe that cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, as well as borrowing available under our credit agreements, will be sufficient to meet our anticipated operating cash needs for at least the next 12 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 capital, finance, and operating lease arrangements, 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 likely 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 lines-of-credit or financing instruments will be available in amounts or on terms acceptable to us, if at all.

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(1)	Inventory turnover is the quotient of trailing twelve month cost of sales to average inventory over five quarter ends.

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Results of Operations

We have organized our operations into three segments: North America, International, and AWS. In the first quarter of 2016, we began allocating stock-based compensation and “Other operating expense, net” to our segment results. These segments reflect the way the Company evaluates its business performance and manages its operations. See Item 1 of Part I, “Financial Statements — Note 7 — Segment Information.”

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 represent third-party seller fees earned (including commissions) and related shipping fees, AWS sales, digital content subscriptions, advertising services, and our co-branded credit card agreements. Amazon Prime membership fees are allocated between product sales and service sales and amortized over the life of the membership according to the estimated delivery of services. Net sales information is as follows (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net Sales:
North America	$	18,874		$	15,006		$	53,544		$	42,208
International	10,609			8,267			30,019			23,577
AWS	3,231			2,085			8,683			5,474
Total consolidated	$	32,714		$	25,358		$	92,246		$	71,259
Year-over-year Percentage Growth:
North America	26		%	28		%	27		%	26		%
International	28			7			27			3
AWS	55			78			59			70
Total consolidated	29			23			29			19
Year-over-year Percentage Growth, excluding the effect of foreign exchange rates:
North America	26		%	29		%	27		%	26		%
International	28			24			27			20
AWS	55			78			59			70
Total consolidated	29			30			29			26
Net Sales Mix:
North America	58		%	59		%	58		%	59		%
International	32			33			33			33
AWS	10			8			9			8
Total consolidated	100		%	100		%	100		%	100		%

Sales increased 29% in Q3 2016 and 29% for the nine months ended September 30, 2016, compared to the comparable prior year periods. Changes in foreign currency exchange rates impacted net sales by $52 million and $(1.3) billion for Q3 2016 and Q3 2015, and by $8 million and $(4.0) billion for the nine months ended September 30, 2016 and 2015. For a discussion of the effect on sales growth of foreign exchange rates, see “Effect of Foreign Exchange Rates” below.

North America sales increased 26% in Q3 2016 and 27% for the nine months ended September 30, 2016, compared to the comparable prior year periods. The sales growth primarily reflects increased unit sales, including sales by marketplace sellers. Increased unit sales were driven largely by our continued efforts to reduce prices for our customers, including from our shipping offers, sales in faster growing categories such as electronics and other general merchandise, increased in-stock inventory availability, and increased selection of product offerings.

International sales increased 28% in Q3 2016 and 27% for the nine months ended September 30, 2016, compared to the comparable prior year periods. The sales growth primarily reflects increased unit sales, including sales by marketplace sellers. Changes in foreign currency exchange rates impacted International net sales by $54 million and $(1.3) billion for Q3 2016 and Q3 2015, and $62 million and $(3.9) billion for the nine months ended September 30, 2016 and 2015. Increased unit sales were driven largely by our continued efforts to reduce prices for our customers, including from our shipping offers, sales in faster

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growing categories such as electronics and other general merchandise, increased in-stock inventory availability, and increased selection of product offerings.

AWS sales increased 55% in Q3 2016 and 59% for the nine months ended September 30, 2016, compared to the comparable prior year periods. 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 September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Operating Income (Loss):
North America	$	255		$	186		$	1,545		$	788
International	(541		)	(208		)	(796		)	(591		)
AWS	861			428			2,182			927
Total consolidated	$	575		$	406		$	2,931		$	1,124

Operating income increased to $575 million in Q3 2016, from $406 million in Q3 2015, and increased to $2.9 billion for the nine months ended September 30, 2016, from $1.1 billion for the nine months ended September 30, 2015. 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 increase in North America operating income in absolute dollars in Q3 2016 and for the nine months ended September 30, 2016, compared to the comparable prior year periods, is primarily due to increased unit sales, including sales by marketplace sellers, partially offset by increased levels of operating expenses to expand our fulfillment capacity and spending on technology infrastructure and marketing efforts. There was a favorable impact from foreign exchange rates of $6 million for Q3 2016 and $16 million for the nine months ended September 30, 2016.

The increase in International operating loss in absolute dollars in Q3 2016 and for the nine months ended September 30, 2016, compared to the comparable prior year periods, is primarily due to increased levels of operating expenses to expand our fulfillment capacity and spending on technology infrastructure and marketing efforts, partially offset by increased unit sales, including sales by marketplace sellers. There was a favorable impact from foreign exchange rates of $22 million for Q3 2016 and $83 million for the nine months ended September 30, 2016.

The increase in AWS operating income in absolute dollars in Q3 2016 and for the nine months ended September 30, 2016, compared to the comparable prior year periods, is primarily due to increased customer usage and cost structure productivity, partially offset by pricing changes and increased spending on technology infrastructure and payroll and related expenses, which was primarily driven by additional investments to support the business growth. There was an unfavorable impact from foreign exchange rates of $(20) million for Q3 2016 and a favorable impact of $4 million for the nine months ended September 30, 2016.

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Supplemental Information

Supplemental information about outbound shipping results for our North America and International segments is as follows (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Outbound Shipping Activity:
Shipping revenue (1)(2)(3)	$	2,154		$	1,494		$	5,973		$	4,192
Shipping costs (4)	(3,897		)	(2,720		)	(10,533		)	(7,369		)
Net shipping cost	$	(1,743	)	$	(1,226	)	$	(4,560	)	$	(3,177	)
Year-over-year Percentage Growth:
Shipping revenue	44		%	43		%	42		%	50		%
Shipping costs	43			35			43			30
Net shipping cost	42			26			44			11

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(1)	Excludes amounts charged on shipping activities by third-party sellers where we do not provide the fulfillment service.


(2)	Includes a portion of amounts earned from Amazon Prime memberships.


(3)	Includes amounts earned from Fulfillment by Amazon programs related to shipping services.


(4)	Includes sortation and delivery center costs.

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, our product mix shifts to the electronics and other general merchandise category, we reduce shipping rates, we use more expensive shipping methods, and we offer additional services. We seek to mitigate costs of shipping over time in part through achieving higher sales volumes, optimizing placement of fulfillment centers, 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.

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We have aggregated our North America and International segments’ products and services into groups of similar products and services and provided the supplemental disclosure of net sales (in millions) below. We evaluate whether additional disclosure is appropriate when a product or service category begins to approach a significant level of net sales. For the periods presented, no individual product or service represented more than 10% of net sales.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Net Sales:
North America
Media	$	3,237		$	2,963		$	9,372		$	8,552
Electronics and other general merchandise	15,327			11,840			43,297			33,077
Other (1)	310			203			875			579
Total North America	$	18,874		$	15,006		$	53,544		$	42,208
International
Media	$	2,491		$	2,320		$	7,254		$	6,734
Electronics and other general merchandise	8,056			5,901			22,593			16,705
Other (1)	62			46			172			138
Total International	$	10,609		$	8,267		$	30,019		$	23,577
Year-over-year Percentage Growth:
North America
Media	9		%	8		%	10		%	7		%
Electronics and other general merchandise	29			35			31			32
Other	53			18			51			19
Total North America	26			28			27			26
International
Media	7		%	(8		)%	8		%	(11		)%
Electronics and other general merchandise	36			14			35			9
Other	37			10			24			(4		)
Total International	28			7			27			3
Year-over-year Percentage Growth, excluding the effect of foreign exchange rates:
North America
Media	9		%	9		%	10		%	7		%
Electronics and other general merchandise	29			35			31			33
Other	53			18			51			18
Total North America	26			29			27			26
International
Media	7		%	6		%	7		%	4		%
Electronics and other general merchandise	36			32			35			28
Other	43			26			27			11
Total International	28			24			27			20

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(1)	Includes sales from non-retail activities, such as certain advertising services and our co-branded credit card agreements.

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Operating Expenses

Information about operating expenses follows (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Operating Expenses:
Cost of sales	$	21,260		$	16,755		$	59,306		$	47,310
Fulfillment	4,335			3,230			11,900			8,865
Marketing	1,738			1,264			4,720			3,496
Technology and content	4,135			3,197			11,541			8,971
General and administrative	639			463			1,715			1,357
Other operating expense, net	32			43			133			136
Total operating expenses	$	32,139		$	24,952		$	89,315		$	70,135
Year-over-year Percentage Growth:
Cost of sales	27		%	15		%	25		%	12		%
Fulfillment	34			22			34			21
Marketing	37			27			35			25
Technology and content	29			32			29			35
General and administrative	38			14			26			22
Other operating expense, net	(25		)	38			(2		)	44
Percent of Net Sales:
Cost of sales	65.0		%	66.1		%	64.3		%	66.4		%
Fulfillment	13.3			12.7			12.9