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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 _FORM 10-Q_(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended March 31,2025orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURIT
2、IES EXCHANGE ACT OF1934For 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 ofincorporation or organization)(I.R.S.EmployerIdentification No.)410 Terry Avenue North,Seattl
3、e,Washington 98109-5210(206)266-1000(Address and telephone number,including area code,of registrants principal executive offices)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock,par value$.01 per share
4、AMZNNasdaq Global Select Market_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 thepreceding 12 months(or for such shorter period that the registrant was required to file such reports),and(
5、2)has been subject to such filing requirements for the past90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months(or for such shorter period th
6、at the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growthcompany.See the definitions of“large accelerated filer,”“accelerated fi
7、ler,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use th
8、e extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No 10,616,352,407 shares of common
9、 stock,par value$0.01 per share,outstanding as of April 23,2025Table of ContentsAMAZON.COM,INC.FORM 10-QFor the Quarterly Period Ended March 31,2025INDEX PagePART I.FINANCIAL INFORMATIONItem 1.Financial Statements3Consolidated Statements of Cash Flows3Consolidated Statements of Operations4Consolidat
10、ed Statements of Comprehensive Income5Consolidated Balance Sheets6Notes to Consolidated Financial Statements7Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations22Item 3.Quantitative and Qualitative Disclosures About Market Risk31Item 4.Controls and Procedures3
11、2PART II.OTHER INFORMATIONItem 1.Legal Proceedings33Item 1A.Risk Factors33Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44Item 3.Defaults Upon Senior Securities44Item 4.Mine Safety Disclosures44Item 5.Other Information44Item 6.Exhibits45Signatures462Table of ContentsPART I.FINANC
12、IAL INFORMATIONItem 1.Financial StatementsAMAZON.COM,INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in millions)(unaudited)Three Months EndedMarch 31,Twelve Months EndedMarch 31,2024202520242025CASH,CASH EQUIVALENTS,AND RESTRICTED CASH,BEGINNING OF PERIOD$73,890$82,312$49,734$73,332 OPERATING ACTIVITIES:
13、Net income10,431 17,127 37,684 65,944 Adjustments to reconcile net income to net cash from operating activities:Depreciation and amortization of property and equipment and capitalized content costs,operating lease assets,and other11,684 14,262 49,224 55,373 Stock-based compensation4,961 3,689 24,236
14、 20,739 Non-operating expense(income),net2,734(2,817)1,452(3,539)Deferred income taxes(938)507(6,342)(3,203)Changes in operating assets and liabilities:Inventories1,776(1,222)2,854(4,882)Accounts receivable,net and other3,684 1,247(9,388)(5,686)Other assets(2,701)(3,402)(11,763)(15,184)Accounts paya
15、ble(11,282)(9,043)5,455 5,211 Accrued expenses and other(2,928)(4,061)407(4,037)Unearned revenue1,568 728 5,328 3,167 Net cash provided by(used in)operating activities18,989 17,015 99,147 113,903 INVESTING ACTIVITIES:Purchases of property and equipment(14,925)(25,019)(53,447)(93,093)Proceeds from pr
16、operty and equipment sales and incentives990 764 4,449 5,115 Acquisitions,net of cash acquired,non-marketable investments,and other,net(3,354)48(5,680)(3,680)Sales and maturities of marketable securities1,392 7,737 5,904 22,748 Purchases of marketable securities(1,965)(13,333)(3,115)(37,373)Net cash
17、 provided by(used in)investing activities(17,862)(29,803)(51,889)(106,283)FINANCING ACTIVITIES:Proceeds from short-term debt,and other338 1,815 5,687 6,619 Repayments of short-term debt,and other(404)(2,082)(22,478)(6,738)Proceeds from long-term debt 746 746 Repayments of long-term debt(330)(2,620)(
18、8,852)Principal repayments of finance leases(770)(410)(3,774)(1,683)Principal repayments of financing obligations(90)(116)(304)(695)Net cash provided by(used in)financing activities(1,256)(47)(23,489)(10,603)Foreign currency effect on cash,cash equivalents,and restricted cash(429)416(171)(456)Net in
19、crease(decrease)in cash,cash equivalents,and restricted cash(558)(12,419)23,598(3,439)CASH,CASH EQUIVALENTS,AND RESTRICTED CASH,END OF PERIOD$73,332$69,893$73,332$69,893 See accompanying notes to consolidated financial statements.3Table of ContentsAMAZON.COM,INC.CONSOLIDATED STATEMENTS OF OPERATIONS
20、(in millions,except per share data)(unaudited)Three Months EndedMarch 31,20242025Net product sales$60,915$63,970 Net service sales82,398 91,697 Total net sales143,313 155,667 Operating expenses:Cost of sales72,633 76,976 Fulfillment22,317 24,593 Technology and infrastructure20,424 22,994 Sales and m
21、arketing9,662 9,763 General and administrative2,742 2,628 Other operating expense(income),net228 308 Total operating expenses128,006 137,262 Operating income15,307 18,405 Interest income993 1,066 Interest expense(644)(541)Other income(expense),net(2,673)2,749 Total non-operating income(expense)(2,32
22、4)3,274 Income before income taxes12,983 21,679 Provision for income taxes(2,467)(4,553)Equity-method investment activity,net of tax(85)1 Net income$10,431$17,127 Basic earnings per share$1.00$1.62 Diluted earnings per share$0.98$1.59 Weighted-average shares used in computation of earnings per share
23、:Basic10,393 10,603 Diluted10,670 10,793 See accompanying notes to consolidated financial statements.4Table of ContentsAMAZON.COM,INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(in millions)(unaudited)Three Months EndedMarch 31,20242025Net income$10,431$17,127 Other comprehensive income(loss):Fo
24、reign currency translation adjustments,net of tax of$30 and$(66)(1,096)1,535 Available-for-sale debt securities:Change in net unrealized gains(losses),net of tax of$(158)and$(11)536 37 Less:reclassification adjustment for losses(gains)included in“Other income(expense),net,”net of tax of$0 and$8091(2
25、,454)Net change537(2,417)Other,net of tax of$(1)and$11 2 Total other comprehensive income(loss)(558)(880)Comprehensive income$9,873$16,247 See accompanying notes to consolidated financial statements.5Table of ContentsAMAZON.COM,INC.CONSOLIDATED BALANCE SHEETS(in millions,except per share data)Decemb
26、er 31,2024March 31,2025(unaudited)ASSETSCurrent assets:Cash and cash equivalents$78,779$66,207 Marketable securities22,423 28,358 Inventories34,214 35,864 Accounts receivable,net and other55,451 54,216 Total current assets190,867 184,645 Property and equipment,net252,665 272,781 Operating leases76,1
27、41 78,495 Goodwill23,074 23,089 Other assets82,147 84,246 Total assets$624,894$643,256 LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable$94,363$89,241 Accrued expenses and other66,965 66,331 Unearned revenue18,103 20,599 Total current liabilities179,431 176,171 Long-term lease
28、liabilities78,277 79,871 Long-term debt52,623 53,374 Other long-term liabilities28,593 27,973 Commitments and contingencies(Note 4)Stockholders equity:Preferred stock($0.01 par value;500 shares authorized;no shares issued or outstanding)Common stock($0.01 par value;100,000 shares authorized;11,108 a
29、nd 11,128 shares issued;10,593 and10,613 shares outstanding)111 111 Treasury stock,at cost(7,837)(7,837)Additional paid-in capital120,864 124,514 Accumulated other comprehensive income(loss)(34)(914)Retained earnings172,866 189,993 Total stockholders equity285,970 305,867 Total liabilities and stock
30、holders equity$624,894$643,256 See accompanying notes to consolidated financial statements.6Table of ContentsAMAZON.COM,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)Note 1 ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURESUnaudited Interim Financial InformationWe have prepared the accompan
31、ying 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 ofnormal recurring adjustments a
32、nd accruals necessary for a fair presentation of our consolidated cash flows,operating results,and balance sheets for the periodspresented.Operating results for the periods presented are not necessarily indicative of the results that may be expected for 2025 due to seasonal and otherfactors.Certain
33、information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generallyaccepted in the United States(“GAAP”)have been omitted in accordance with the rules and regulations of the SEC.These consolidated financial statementsshould be re
34、ad in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II,“Financial Statements andSupplementary Data,”of our 2024 Annual Report on Form 10-K.Principles of ConsolidationThe consolidated financial statements include the accounts of A,Inc.and its
35、consolidated entities(collectively,the“Company”),consisting ofits wholly-owned subsidiaries and those entities in which we have a variable interest and of which we are the primary beneficiary,including certain entities inIndia and certain entities that support our healthcare services and production
36、and distribution of video content.Intercompany balances and transactions betweenconsolidated entities are eliminated.Use of EstimatesThe preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets andliabilities,revenues a
37、nd expenses,and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes.Estimatesare used for,but not limited to,income taxes,useful lives of equipment,commitments and contingencies,valuation of acquired intangibles and goodwill,stock-based compe
38、nsation forfeiture rates,vendor funding,inventory valuation,collectability of receivables,impairment of property and equipment and operatingleases,valuation and impairment of investments,self-insurance liabilities,viewing patterns of capitalized video content,and the determination of when tocapitali
39、ze certain costs relating to new products or service offerings.Actual results could differ materially from these estimates.We review the useful lives ofequipment on an ongoing basis.Effective January 1,2025 we changed our estimate of the useful lives of a subset of our servers and networking equipme
40、nt from six years to five years.The shorter useful lives are due to the increased pace of technology development,particularly in the area of artificial intelligence and machine learning.Theeffect of this change in estimate for Q1 2025,based on servers and networking equipment that were included in“P
41、roperty and equipment,net”as ofDecember 31,2024 and those acquired during the three months ended March 31,2025,was an increase in depreciation and amortization expense of$217million and a reduction in net income of$162 million,or$0.02 per basic share and$0.02 per diluted share,which primarily impact
42、ed our AWS segment.7Table of ContentsSupplemental Cash Flow InformationThe following table shows supplemental cash flow information(in millions):Three Months EndedMarch 31,Twelve Months EndedMarch 31,2024202520242025SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest on debt,net of capitalized
43、 interest$269$236$2,475$1,825 Cash paid for operating leases3,332 3,562 11,318 12,571 Cash paid for interest on finance leases74 71 301 284 Cash paid for interest on financing obligations64 55 201 210 Cash paid for income taxes,net of refunds458 877 11,018 12,727 Assets acquired under operating leas
44、es3,753 4,321 14,179 15,992 Property and equipment acquired under finance leases,net of remeasurements and modifications42 54 676 866 Increase(decrease)in property and equipment acquired but not yet paid411 3,108 801 9,736 Earnings Per ShareBasic earnings per share is calculated using our weighted-a
45、verage outstanding common shares.Diluted earnings per share is calculated using ourweighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method.In periods when wehave a net loss,stock awards are excluded from our calculation o
46、f earnings per share as their inclusion would have an antidilutive effect.The following table shows the calculation of diluted shares(in millions):Three Months EndedMarch 31,20242025Shares used in computation of basic earnings per share10,393 10,603 Total dilutive effect of outstanding stock awards2
47、77 190 Shares used in computation of diluted earnings per share10,670 10,793 Other Income(Expense),NetOther income(expense),net is as follows(in millions):Three Months EndedMarch 31,20242025Marketable equity securities valuation gains(losses)$(2,126)$(138)Equity warrant valuation gains(losses)(230)(
48、378)Reclassification adjustment for gains(losses)on available-for-sale debt securities(1)3,263 Upward adjustments relating to equity investments in private companies5 37 Foreign currency gains(losses)(74)(2)Other,net(247)(33)Total other income(expense),net$(2,673)$2,749 The marketable equity securit
49、ies valuation gain(loss)of$(2.1)billion and$(138)million in Q1 2024 and Q1 2025 is primarily from our equityinvestment in Rivian Automotive,Inc.(“Rivian”).The reclassification adjustment for the gain on available-for-sale debt securities of$3.3 billion in Q1 2025 isprimarily from the portion of our
50、convertible notes investments in Anthropic,PBC that were converted to nonvoting preferred stock during the three monthsended March 31,2025.InventoriesInventories,consisting of products available for sale,are primarily accounted for using the first-in,first-out method,and are valued at the lower of c
51、ostand net realizable value.This valuation requires us to make judgments,based on currently available information,about the likely method of disposition,suchas through sales to individual customers,returns to product8Table of Contentsvendors,or liquidations,and expected recoverable values of each di
52、sposition category.The inventory valuation allowance,representing a write-down ofinventory,was$3.0 billion and$2.8 billion as of December 31,2024 and March 31,2025.Accounts Receivable,Net and OtherIncluded in“Accounts receivable,net and other”on our consolidated balance sheets are receivables primar
53、ily related to customers,vendors,and prepaidexpenses and other current assets.As of December 31,2024 and March 31,2025,customer receivables,net,were$34.3 billion and$35.5 billion,vendorreceivables,net,were$11.6 billion and$9.1 billion,and other receivables,net,were$3.4 billion.Prepaid expenses and o
54、ther current assets,which includeamounts related to non-income taxes and satellite network launch services deposits,were$6.3 billion and$6.2 billion as of December 31,2024 and March 31,2025.We currently expense satellite network launch services deposits upon launch to“Technology and infrastructure.”
55、We estimate losses on receivables based on expected losses,including our historical experience of actual losses.The allowance for doubtful accounts was$2.0 billion as of December 31,2024 and March 31,2025.Digital Video and Music ContentIncluded in“Other assets”on our consolidated balance sheets are
56、the total capitalized costs of video,which is primarily released content,and music,which as of December 31,2024 and March 31,2025 were$19.6 billion and$20.3 billion.Total video and music expense was$4.6 billion and$5.1 billion inQ1 2024 and Q1 2025.Unearned RevenueUnearned revenue is recorded when p
57、ayments are received or due in advance of performing our service obligations and is recognized over the serviceperiod.Unearned revenue primarily relates to prepayments of AWS services and Amazon Prime memberships.Our total unearned revenue as of December 31,2024 was$24.6 billion,of which$7.0 billion
58、 was recognized as revenue during the three months ended March 31,2025.Included in“Other long-termliabilities”on our consolidated balance sheets was$6.5 billion and$4.9 billion of unearned revenue as of December 31,2024 and March 31,2025.Additionally,we have performance obligations,primarily related
59、 to AWS,associated with commitments in customer contracts for future services thathave not yet been recognized in our consolidated financial statements.For contracts with original terms that exceed one year,those commitments not yetrecognized were approximately$189 billion as of March 31,2025.The we
60、ighted-average remaining life of our long-term contracts is 4.1 years.However,theamount and timing of revenue recognition is largely driven by customer usage,which can extend beyond the original contractual term.Accounting Pronouncements Not Yet AdoptedIn December 2023,the Financial Accounting Stand
61、ards Board(“FASB”)issued an Accounting Standards Update(“ASU”)amending existing income taxdisclosure guidance,primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation.The ASU is effective forannual reporting periods beginning after December 15,2024
62、,with early adoption permitted and can be applied on either a prospective or retroactive basis.Weexpect to adopt the ASU on a retroactive basis.In November 2024,the FASB issued an ASU amending existing income statement disclosure guidance,primarily requiring more detailed disclosure forexpenses.The
63、ASU is effective for annual reporting periods beginning after December 15,2026,and interim periods within fiscal years beginning afterDecember 15,2027,with early adoption permitted.The amendments can be applied on either a prospective or retroactive basis.We are currently evaluating theASU to determ
64、ine its impact on our disclosures.9Table of ContentsNote 2 FINANCIAL INSTRUMENTSCash,Cash Equivalents,Restricted Cash,and Marketable SecuritiesAs of December 31,2024 and March 31,2025,our cash,cash equivalents,restricted cash,and marketable securities primarily consisted of cash,AAA-rated money mark
65、et funds,U.S.and foreign government and agency securities,other investment grade securities,and marketable equity securities.Cashequivalents 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 aliability
66、in an orderly transaction between market participants at the measurement date.To increase the comparability of fair value measures,the followinghierarchy prioritizes the inputs to valuation methodologies used to measure fair value:Level 1Valuations based on quoted prices for identical assets and lia
67、bilities in active markets.Level 2Valuations based on observable inputs other than quoted prices included in Level 1,such as quoted prices for similar assets and liabilities inactive markets,quoted prices for identical or similar assets and liabilities in markets that are not active,or other inputs
68、that are observable or can becorroborated by observable market data.Level 3Valuations based on unobservable inputs reflecting our own assumptions,consistent with reasonably available assumptions made by othermarket participants.These valuations require significant judgment.We measure the fair value
69、of money market funds and certain marketable equity securities based on quoted prices in active markets for identical assets orliabilities.Other marketable securities were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similarinstruments an
70、d other significant inputs derived from or corroborated by observable market data.10Table of ContentsThe following table summarizes,by major security type,our cash,cash equivalents,restricted cash,and marketable securities that are measured at fairvalue on a recurring basis and are categorized using
71、 the fair value hierarchy(in millions):December 31,2024March 31,2025 TotalEstimatedFair ValueCost orAmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesTotalEstimatedFair ValueCash$17,055$15,794$15,794 Level 1 securities:Money market funds28,282 18,357 18,357 Equity securities(1)3,318 3,001 Level
72、2 securities:Foreign government and agency securities177 180 180 U.S.government and agency securities3,401 4,709 5(40)4,674 Corporate debt securities50,912 54,744 9(28)54,725 Asset-backed securities1,523 1,471 2(15)1,458 Other debt securities67 62 62$104,735$95,317$16$(83)$98,251 Less:Restricted cas
73、h,cash equivalents,and marketablesecurities(2)(3,533)(3,686)Total cash,cash equivalents,and marketable securities$101,202$94,565 _(1)The related unrealized gain(loss)recorded in“Other income(expense),net”was$(2.1)billion and$(205)million in Q1 2024 and Q1 2025.(2)We are required to pledge or otherwi
74、se restrict a portion of our cash,cash equivalents,and marketable debt securities primarily as collateral for real estate,amounts due to third-party sellers in certain jurisdictions,debt,standby and trade letters of credit,and licenses of digital media content.We classify cash,cash equivalents,and m
75、arketable debt securities with use restrictions of less than twelve months as“Accounts receivable,net and other”and of twelvemonths or longer as non-current“Other assets”on our consolidated balance sheets.See“Note 4 Commitments and Contingencies.”The following table summarizes the remaining contract
76、ual maturities of our cash equivalents and marketable debt securities as of March 31,2025(inmillions):AmortizedCostEstimatedFair ValueDue within one year$71,764$71,743 Due after one year through five years6,436 6,423 Due after five years through ten years538 534 Due after ten years785 756 Total$79,5
77、23$79,456 Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.Non-Marketable InvestmentsIn Q3 2023,we invested in a$1.25 billion note from Anthropic,PBC,which is convertible to equity.In Q1 2024,we invested$2.75 billion in a secondcon
78、vertible note.In Q4 2024,we entered into an agreement and invested$1.3 billion in a third convertible note,and will invest an additional$2.7 billion by Q42025.The notes are classified as available-for-sale and reported at fair value with unrealized gains and losses included in“Accumulated other comp
79、rehensiveincome(loss).”The notes are classified as Level 3 assets,and as of December 31,2024 had an estimated fair value of approximately$13.8 billion.In makingthese estimates,we utilized valuation methods based on information available,including the rights and obligations of the convertible notes,o
80、ther outstandingclasses of securities,observable transactions such as new securities offerings,estimates of expected time to and type of liquidity events and anticipatedsecurities offerings,and discounts for lack of marketability.In Q1 2025,a portion of the notes were converted to nonvoting preferre
81、d stock.As a result ofconversions,a significant portion of the unrealized gain associated with the notes as of December 31,2024 was reclassified and a gain of approximately$3.3billion was recorded in“Other income(expense),net”in our consolidated statement of operations.The investment in nonvoting pr
82、eferred stock was initiallyrecorded at its estimated fair value at the time of the conversion and will be accounted for as a11Table of Contentscomponent of our equity investments in private companies not accounted for under the equity-method,with future adjustments for observable changes in pricesor
83、 impairments recognized in“Other income(expense),net”on our consolidated statements of operations.As of March 31,2025,the estimated fair value ofour convertible notes and amounts recorded for nonvoting preferred stock investments was approximately$13.8 billion.We also have a commercialarrangement pr
84、imarily for the provision of AWS cloud services,which includes the use of AWS chips.As of December 31,2024 and March 31,2025,equity investments in private companies not accounted for under the equity-method had a carrying valueof$989 million and$6.1 billion,with adjustments for observable changes in
85、 prices or impairments recognized in“Other income(expense),net”on ourconsolidated statements of operations.As of December 31,2024 and March 31,2025,equity investments accounted for under the equity-method of accounting,including investments forwhich we have elected the fair value option,had a carryi
86、ng value of$1.2 billion.We hold equity warrants giving us the right to acquire stock of other companies.As of December 31,2024 and March 31,2025,these warrants had a fairvalue of$2.7 billion and$1.9 billion,with gains and losses recognized in“Other income(expense),net”on our consolidated statements
87、of operations.Thesewarrants are classified as Level 2 and 3 assets.These non-marketable investments are included within“Other assets”on our consolidated balance sheets.Certain of our investments represent a variable interest in an entity for which we do not consolidate because we are not the primary
88、 beneficiary.Consolidated Statements of Cash Flows ReconciliationThe following table provides a reconciliation of the amount of cash,cash equivalents,and restricted cash reported within the consolidated balance sheetsto the total of the same such amounts shown in the consolidated statements of cash
89、flows(in millions):December 31,2024March 31,2025Cash and cash equivalents$78,779$66,207 Restricted cash included in accounts receivable,net and other247 365 Restricted cash included in other assets3,286 3,321 Total cash,cash equivalents,and restricted cash shown in the consolidated statements of cas
90、h flows$82,312$69,893 Note 3 LEASESWe have entered into non-cancellable operating and finance leases for fulfillment network,data center,office,and physical store facilities as well asserver and networking equipment,aircraft,and vehicles.Gross assets acquired under finance leases,including those whe
91、re title transfers at the end of the lease,are recorded in“Property and equipment,net”and were$56.5 billion and$54.7 billion as of December 31,2024 and March 31,2025.Accumulatedamortization associated with finance leases was$41.8 billion and$40.6 billion as of December 31,2024 and March 31,2025.Leas
92、e cost recognized in our consolidated statements of operations is summarized as follows(in millions):Three Months Ended March 31,20242025Operating lease cost$2,829$3,240 Finance lease cost:Amortization of lease assets941 873 Interest on lease liabilities73 71 Finance lease cost1,014 944 Variable lea
93、se cost635 696 Total lease cost$4,478$4,880 12Table of ContentsOther information about lease amounts recognized in our consolidated financial statements is as follows:December 31,2024March 31,2025Weighted-average remaining lease term operating leases10.6 years10.4 yearsWeighted-average remaining lea
94、se term finance leases11.9 years11.9 yearsWeighted-average discount rate operating leases3.5%3.5%Weighted-average discount rate finance leases3.0%3.0%Our lease liabilities were as follows(in millions):December 31,2024 Operating LeasesFinance LeasesTotalGross lease liabilities$95,294$12,520$107,814 L
95、ess:imputed interest(15,698)(1,918)(17,616)Present value of lease liabilities79,596 10,602 90,198 Less:current portion of lease liabilities(10,546)(1,375)(11,921)Total long-term lease liabilities$69,050$9,227$78,277 March 31,2025 Operating LeasesFinance LeasesTotalGross lease liabilities$97,593$12,2
96、52$109,845 Less:imputed interest(15,862)(1,869)(17,731)Present value of lease liabilities81,731 10,383 92,114 Less:current portion of lease liabilities(10,884)(1,359)(12,243)Total long-term lease liabilities$70,847$9,024$79,871 13Table of ContentsNote 4 COMMITMENTS AND CONTINGENCIESCommitmentsThe fo
97、llowing summarizes our principal contractual commitments,excluding open orders for purchases that support normal operations and are generallycancellable,as of March 31,2025(in millions):Nine MonthsEnded December31,Year Ended December 31,20252026202720282029ThereafterTotalLong-term debt principal and
98、 interest$6,630$4,501$10,446$3,686$4,387$57,817$87,467 Operating lease liabilities10,058 11,817 10,808 9,815 9,070 46,025 97,593 Finance lease liabilities,including interest1,183 1,468 1,301 1,137 1,028 6,135 12,252 Financing obligations,including interest(1)345 519 527 536 544 6,440 8,911 Leases no
99、t yet commenced2,116 4,017 5,142 4,591 4,628 46,707 67,201 Unconditional purchase obligations(2)8,091 9,943 7,476 5,919 5,635 28,304 65,368 Other commitments(3)2,477 1,678 1,066 950 830 11,523 18,524 Total commitments$30,900$33,943$36,766$26,634$26,122$202,951$357,316 _(1)Includes non-cancellable fi
100、nancing obligations for fulfillment network and data center facilities.Excluding interest,current financing obligations of$312million and$275 million are recorded within“Accrued expenses and other”and$7.1 billion are recorded within“Other long-term liabilities”as ofDecember 31,2024 and March 31,2025
101、.The weighted-average remaining term of the financing obligations was 16.1 years and 15.8 years and theweighted-average imputed interest rate was 3.1%as of December 31,2024 and March 31,2025.(2)Includes unconditional purchase obligations related to long-term agreements to acquire and license digital
102、 media content,procure energy,acquire propertyand equipment,and license software that are not reflected on the consolidated balance sheets.For those agreements with variable terms,we do not estimatethe total obligation beyond any minimum quantities and/or pricing as of the reporting date.Purchase ob
103、ligations associated with renewal provisions solelyat the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified.Energy agreements based onactual generation without a fixed or minimum volume commitment are not included.Our energy agreeme
104、nts generally provide the right to receive energycertificates for no additional consideration.(3)Includes asset retirement obligations,the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit leasearrangements that are under construction,and liabili
105、ties associated with digital media content agreements with initial terms greater than one year.Excludesapproximately$6.3 billion of income tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment,ifany.Other ContingenciesWe are disputing claims an
106、d denials of refunds or credits,and monitoring or evaluating potential claims,related to various non-income taxes(such assales,value added,consumption,service,and similar taxes),including in jurisdictions in which we already collect and remit these taxes.These non-income taxcontroversies typically i
107、nclude(i)the taxability of products and services,including cross-border intercompany transactions,(ii)collection and withholding ontransactions with third parties,including as a result of evolving requirements imposed on marketplaces with respect to third-party sellers,and(iii)the adequacyof complia
108、nce with reporting obligations,including evolving documentation requirements.Due to the inherent complexity and uncertainty of these matters andthe judicial and regulatory processes in certain jurisdictions,the final outcome of any such controversies may be materially different from our expectations
109、.Legal ProceedingsThe Company is involved from time to time in claims,proceedings,and litigation,including the matters described in Item 8 of Part II,“FinancialStatements and Supplementary Data Note 7 Commitments and Contingencies Legal Proceedings”of our 2024 Annual Report on Form 10-K,assupplement
110、ed by the following:In July 2021,the Luxembourg National Commission for Data Protection(the“CNPD”)issued a decision against Amazon Europe Core S.r.l.claimingthat Amazons processing of personal data did not comply with the EU General Data Protection Regulation.The decision imposes a fine of 746 milli
111、on andcorresponding practice revisions.In March 2025,the Luxembourg Administrative Court dismissed our appeal of the CNPDs decision.In April 2025,weappealed the courts decision to the Luxembourg Administrative Court of Appeal.We believe the CNPDs decision to be without merit and will continue todefe
112、nd ourselves vigorously in this matter.14Table of ContentsIn addition,we are regularly subject to claims,litigation,and other proceedings,including potential regulatory proceedings,involving patent and otherintellectual property matters,taxes,labor and employment,competition and antitrust,privacy an
113、d data protection,consumer protection,commercial disputes,goods and services offered by us and by third parties,and other matters.The outcomes of our legal proceedings and other contingencies are inherently unpredictable,subject to significant uncertainties,and could be material toour operating resu
114、lts and cash flows for a particular period.We evaluate,on a regular basis,developments in our legal proceedings and other contingencies thatcould affect the amount of liability,including amounts in excess of any previous accruals and reasonably possible losses disclosed,and make adjustments andchang
115、es to our accruals and disclosures as appropriate.For the matters we disclose that do not include an estimate of the amount of loss or range of losses,suchan estimate is not possible or is immaterial,and we may be unable to estimate the possible loss or range of losses that could potentially result
116、from theapplication of non-monetary remedies.Until the final resolution of such matters,if any of our estimates and assumptions change or prove to have beenincorrect,we may experience losses in excess of the amounts recorded,which could have a material effect on our business,consolidated financial p
117、osition,results of operations,or cash flows.See also“Note 7 Income Taxes.”Note 5 DEBTAs of March 31,2025,we had$58.0 billion of unsecured senior notes outstanding(the“Notes”).Our total long-term debt obligations are as follows(inmillions):Maturities(1)Stated Interest RatesEffective Interest RatesDec
118、ember 31,2024March 31,20252014 Notes issuance of$6.0 billion2034-20444.80%-4.95%4.93%-5.12%2,750 2,750 2017 Notes issuance of$17.0 billion2025-20573.15%-5.20%3.02%-4.33%13,000 13,000 2020 Notes issuance of$10.0 billion2025-20600.80%-2.70%0.88%-2.77%9,000 9,000 2021 Notes issuance of$18.5 billion2026
119、-20611.00%-3.25%1.14%-3.31%15,000 15,000 April 2022 Notes issuance of$12.8 billion2025-20623.00%-4.10%3.13%-4.15%11,250 11,250 December 2022 Notes issuance of$8.3 billion2025-20324.55%-4.70%4.61%-4.74%7,000 7,000 Other long-term debt 750 Total face value of long-term debt58,000 58,750 Unamortized di
120、scount and issuance costs,net(360)(362)Less:current portion of long-term debt(5,017)(5,014)Long-term debt$52,623$53,374 _(1)The weighted-average remaining lives of the 2014,2017,2020,2021,April 2022,and December 2022 Notes were 15.1,15.0,16.3,13.9,12.6,and 4.4years as of March 31,2025.The combined w
121、eighted-average remaining life of the Notes was 13.2 years as of March 31,2025.Interest on the Notes is payable semi-annually in arrears.We may redeem the Notes at any time in whole,or from time to time,in part at specifiedredemption prices.We are not subject to any financial covenants under the Not
122、es.The estimated fair value of the Notes was approximately$50.2 billion and$50.8 billion as of December 31,2024 and March 31,2025,which is based on quoted prices for our debt as of those dates.As of September 30,2024,we had repaid outstanding borrowings and terminated the secured revolving credit fa
123、cility with a lender that was secured bycertain seller receivables(the“Credit Facility”).The Credit Facility bore interest based on the daily Secured Overnight Financing Rate plus 1.25%,and had acommitment fee of up to 0.45%on the undrawn portion.In January 2023,we entered into an$8.0 billion unsecu
124、red 364-day term loan with a syndicate of lenders(the“Term Loan”),maturing in January 2024and bearing interest at the Secured Overnight Financing Rate specified in the Term Loan plus 0.75%.The Term Loan was classified as short-term debt andincluded within“Accrued expenses and other”on our consolidat
125、ed balance sheets.As of December 31,2023,the entire amount of the Term Loan had beenrepaid.As of March 31,2025,we had U.S.Dollar and Euro commercial paper programs(the“Commercial Paper Programs”)under which we may from time totime issue unsecured commercial paper up to a total of$20.0 billion(includ
126、ing up to 3.0 billion)at the date of issue,with individual maturities that may varybut will not exceed 397 days from the date of issue.In15Table of ContentsApril 2025,we increased the size of the Commercial Paper Programs from$20.0 billion to$30.0 billion.There were no borrowings outstanding under t
127、heCommercial Paper Programs as of December 31,2024 and March 31,2025.We use the net proceeds from the issuance of commercial paper for generalcorporate purposes.We have a$15.0 billion unsecured revolving credit facility with a syndicate of lenders(the“Credit Agreement”),with a term that extends to N
128、ovember2028 and may be extended for one or more additional one-year terms subject to approval by the lenders.The interest rate applicable to outstanding balancesunder the Credit Agreement is the applicable benchmark rate specified in the Credit Agreement plus 0.45%,with a commitment fee of 0.03%on t
129、he undrawnportion of the credit facility.There were no borrowings outstanding under the Credit Agreement as of December 31,2024 and March 31,2025.We have a$5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders(the“Short-Term Credit Agreement”),which matures inOctober 20
130、25 and may be extended for one additional period of 364 days subject to approval by the lenders.The interest rate applicable to outstanding balancesunder the Short-Term Credit Agreement is the Secured Overnight Financing Rate specified in the Short-Term Credit Agreement plus 0.45%,with acommitment f
131、ee of 0.03%on the undrawn portion.There were no borrowings outstanding under the Short-Term Credit Agreement as of December 31,2024and March 31,2025.We also utilize other short-term credit facilities for working capital purposes.There were$151 million and$76 million of borrowings outstanding underth
132、ese facilities as of December 31,2024 and March 31,2025,which were included in“Accrued expenses and other”on our consolidated balance sheets.Inaddition,we had$8.6 billion of unused letters of credit as of March 31,2025.Note 6 STOCKHOLDERS EQUITYStock Repurchase ActivityIn March 2022,the Board of Dir
133、ectors authorized a program to repurchase up to$10.0 billion of our common stock,with no fixed expiration.There wereno repurchases of our common stock during the three months ended March 31,2024 or 2025.As of March 31,2025,we have$6.1 billion remaining under therepurchase program.Stock Award PlansEm
134、ployees vest in restricted stock unit awards over the corresponding service term,generally between two and five years.The majority of restrictedstock unit awards are granted at the date of hire or in Q2 as part of the annual compensation review and primarily vest semi-annually in Q2 and Q4 of therel
135、evant compensation year.Stock Award ActivityCommon shares outstanding plus shares underlying outstanding stock awards totaled 10.9 billion as of December 31,2024 and March 31,2025.Thesetotals include all vested and unvested stock awards outstanding,including those awards we estimate will be forfeite
136、d.Stock-based compensation expense is asfollows(in millions):Three Months EndedMarch 31,20242025Cost of sales$174$148 Fulfillment636 497 Technology and infrastructure2,772 2,060 Sales and marketing932 653 General and administrative447 331 Total stock-based compensation expense$4,961$3,689 16Table of
137、 ContentsThe following table summarizes our restricted stock unit activity for the three months ended March 31,2025(in millions):Number of UnitsWeighted-AverageGrant-DateFair ValueOutstanding as of December 31,2024283.1$145 Units granted8.3 214 Units vested(19.7)137 Units forfeited(8.7)142 Outstandi
138、ng as of March 31,2025263.0 148 Scheduled vesting for outstanding restricted stock units as of March 31,2025,is as follows(in millions):Nine Months EndedDecember 31,Year Ended December 31,20252026202720282029ThereafterTotalScheduled vesting restricted stock units122.9 86.7 35.9 13.9 2.2 1.4 263.0 As
139、 of March 31,2025,there was$13.9 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements.Thiscompensation is recognized on an accelerated basis with more than half of the compensation expected to be expensed in the next twelve months,and has aremaining
140、 weighted-average recognition period of 1.0 year.Changes in Stockholders EquityThe following table shows changes in stockholders equity(in millions):Three Months EndedMarch 31,20242025Total beginning stockholders equity$201,875$285,970 Beginning and ending common stock109 111 Beginning and ending tr
141、easury stock(7,837)(7,837)Beginning additional paid-in capital99,025 120,864 Stock-based compensation and issuance of employee benefit plan stock4,913 3,650 Ending additional paid-in capital103,938 124,514 Beginning accumulated other comprehensive income(loss)(3,040)(34)Other comprehensive income(lo
142、ss)(558)(880)Ending accumulated other comprehensive income(loss)(3,598)(914)Beginning retained earnings113,618 172,866 Net income10,431 17,127 Ending retained earnings124,049 189,993 Total ending stockholders equity$216,661$305,867 Note 7 INCOME TAXESOur tax provision or benefit from income taxes fo
143、r interim periods is determined using an estimate of our annual effective tax rate,adjusted for discreteitems,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 ratechanges,we make a cumulative adjus
144、tment.Our quarterly tax provision,and our quarterly estimate of our annual effective tax rate,is subject to significant variation due to several factors,includingvariability in accurately predicting our pre-tax and taxable income and loss and the mix of17Table of Contentsjurisdictions to which they
145、relate,intercompany transactions,the applicability of special tax regimes,changes in how we do business,acquisitions,investments,developments in tax controversies,changes in our stock price,changes in our deferred tax assets and liabilities and their valuation,foreign currency gains(losses),changes
146、in statutes,regulations,case law,and administrative practices,principles,and interpretations related to tax,including changes to the global taxframework,competition,and other laws and accounting rules in various jurisdictions,and relative changes of expenses or losses for which tax benefits are notr
147、ecognized.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 andnon-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.In addition,we record valuation allowances against def
148、erred taxassets when there is uncertainty about our ability to generate future income in relevant jurisdictions.For 2025,we estimate that our effective tax rate will be favorably impacted by the U.S.federal research and development credit and foreign incomededuction and adversely affected by state i
149、ncome taxes.Our income tax provision for the three months ended March 31,2024 was$2.5 billion,which included$558 million of net discrete tax benefits.Ourincome tax provision for the three months ended March 31,2025 was$4.6 billion,which included$559 million of net discrete tax expense.Cash paid for
150、income taxes,net of refunds was$458 million and$877 million in Q1 2024 and Q1 2025.As of December 31,2024 and March 31,2025,income tax contingencies were approximately$6.5 billion and$6.3 billion.Changes in tax laws,regulations,administrative practices,principles,and interpretations may impact our t
151、ax contingencies.Due to various factors,including the inherentcomplexities and uncertainties of the judicial,administrative,and regulatory processes in certain jurisdictions,the timing of the resolution of income taxcontroversies is highly uncertain,and the amounts ultimately paid,if any,upon resolu
152、tion of the issues raised by the taxing authorities may differ from theamounts accrued.It is reasonably possible that within the next twelve months we will receive additional assessments by various tax authorities or possiblyreach resolution of income tax controversies in one or more jurisdictions.T
153、hese assessments or settlements could result in changes to our contingencies relatedto positions on prior years tax filings.We are under examination,or may be subject to examination,by the Internal Revenue Service for the calendar year 2016 and thereafter.Theseexaminations may lead to ordinary cours
154、e adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examinationas well as subsequent periods.We are also subject to taxation in various states and foreign jurisdictions including China,France,Germany,India,Japan,Luxembourg,and the UnitedKingdom.
155、We are under,or may be subject to,audit or examination and additional assessments by the relevant authorities in respect of these particularjurisdictions primarily for 2011 and thereafter.We are currently disputing tax assessments in multiple jurisdictions,including with respect to the allocation an
156、dcharacterization of income.In September 2022,the Luxembourg tax authority(“LTA”)denied the tax basis of certain intangible assets that we distributed from Luxembourg to theU.S.in 2021.When we are assessed by the LTA,we will need to remit taxes related to this matter.We believe the LTAs position is
157、without merit,we intend todefend ourselves vigorously in this matter,and we expect to recoup taxes paid.The Indian tax authority(“ITA”)has asserted that tax applies to cloud services fees paid to Amazon in the U.S.We will need to remit taxes related to thismatter until it is resolved,which payments
158、could be significant in the aggregate.We believe the ITAs position is without merit,we are defending our positionvigorously,and we expect to recoup taxes paid.If this matter is adversely resolved,we could recognize significant additional tax expense,including for taxespreviously paid.Note 8 SEGMENT
159、INFORMATIONWe have organized our operations into three segments:North America,International,and AWS.We allocate to segment results the operating expenses“Fulfillment,”“Technology and infrastructure,”“Sales and marketing,”and“General and administrative”based on usage,which is generally reflected in t
160、hesegment in which the costs are incurred.The majority of technology costs recorded in“Technology and infrastructure”are incurred in the U.S.and are includedin our North America and AWS segments.The majority of infrastructure costs recorded in“Technology and infrastructure”are allocated to the AWS s
161、egmentbased on usage.There are no internal revenue transactions between our reportable segments.Our chief operating decision maker(“CODM”)is our Presidentand Chief Executive Officer.Our CODM regularly reviews consolidated net sales,consolidated operating expenses,and consolidated operating income(lo
162、ss)by segment.Amounts included in consolidated operating expenses include“Cost of sales,”“Fulfillment,”“Technology and infrastructure,”“Sales andmarketing,”“General and administrative,”and“Other operating expense(income),net.”Our CODM manages our business primarily by reviewingconsolidated results b
163、y segment on a quarterly basis,and using those results along with forecasts and other non-financial information in our annual budgetingprocess.18Table of ContentsNorth AmericaThe North America segment primarily consists of amounts earned from retail sales of consumer products(including from sellers)
164、and advertising andsubscription services through North America-focused online and physical stores.This segment includes export sales from these online stores.InternationalThe International segment primarily consists of amounts earned from retail sales of consumer products(including from sellers)and
165、advertising andsubscription services through internationally-focused online stores.This segment includes export sales from these internationally-focused online stores(including export sales from these online stores to customers in the U.S.,Mexico,and Canada),but excludes export sales from our North
166、America-focusedonline stores.AWSThe AWS segment consists of amounts earned from global sales of compute,storage,database,and other services for start-ups,enterprises,governmentagencies,and academic institutions.Information on reportable segments and reconciliation to consolidated net income is as fo
167、llows(in millions):Three Months EndedMarch 31,20242025North AmericaNet sales$86,341$92,887 Operating expenses81,358 87,046 Operating income$4,983$5,841 InternationalNet sales$31,935$33,513 Operating expenses31,032 32,496 Operating income$903$1,017 AWSNet sales$25,037$29,267 Operating expenses15,616
168、17,720 Operating income$9,421$11,547 ConsolidatedNet sales$143,313$155,667 Operating expenses128,006 137,262 Operating income15,307 18,405 Total non-operating income(expense)(2,324)3,274 Provision for income taxes(2,467)(4,553)Equity-method investment activity,net of tax(85)1 Net income$10,431$17,12
169、7 19Table of ContentsNet sales by groups of similar products and services,which also have similar economic characteristics,is as follows(in millions):Three Months EndedMarch 31,20242025Net Sales:Online stores(1)$54,670$57,407 Physical stores(2)5,202 5,533 Third-party seller services(3)34,596 36,512
170、Advertising services(4)11,824 13,921 Subscription services(5)10,722 11,715 AWS25,037 29,267 Other(6)1,262 1,312 Consolidated$143,313$155,667 _(1)Includes product sales and digital media content where we record revenue gross.We leverage our retail infrastructure to offer a wide selection ofconsumable
171、 and durable goods that includes media products available in both a physical and digital format,such as books,videos,games,music,andsoftware.These product sales include digital products sold on a transactional basis.Digital media content subscriptions that provide unlimited viewing orusage rights ar
172、e included in“Subscription services.”(2)Includes product sales where our customers physically select items in a store.Sales to customers who order goods online for delivery or pickup at ourphysical stores are included in“Online stores.”(3)Includes commissions and any related fulfillment and shipping
173、 fees,and other third-party seller services.(4)Includes sales of advertising services to sellers,vendors,publishers,authors,and others,through programs such as sponsored ads,display,and videoadvertising.(5)Includes annual and monthly fees associated with Amazon Prime memberships,as well as digital v
174、ideo,audiobook,digital music,e-book,and other non-AWS subscription services.(6)Includes sales related to various other offerings(such as shipping services,healthcare services,and certain licensing and distribution of video content)andour co-branded credit card agreements.Total segment assets exclude
175、 corporate assets,such as cash and cash equivalents,marketable securities,other long-term investments,corporate facilities,goodwill and other acquired intangible assets,and tax assets.Technology infrastructure assets are allocated among the segments based on usage,with themajority allocated to the A
176、WS segment.Total segment assets reconciled to consolidated amounts are as follows(in millions):December 31,2024March 31,2025North America(1)$210,120$210,198 International(1)69,487 70,231 AWS(2)155,953 179,386 Corporate189,334 183,441 Consolidated$624,894$643,256 _(1)North America and International s
177、egment assets primarily consist of property and equipment,operating leases,inventory,accounts receivable,and digitalvideo and music content.(2)AWS segment assets primarily consist of property and equipment,accounts receivable,and operating leases.Property and equipment,net by segment is as follows(i
178、n millions):December 31,2024March 31,2025North America$103,041$102,301 International25,618 26,170 AWS110,683 130,919 Corporate13,323 13,391 Consolidated$252,665$272,781 20Table of ContentsTotal net additions to property and equipment include technology infrastructure assets,which are allocated among
179、 the segments based on usage,with themajority allocated to the AWS segment.Total net additions to property and equipment include the effect of non-cash activity such as property and equipmentacquired but not yet paid.Total net additions to property and equipment are as follows(in millions):Three Mon
180、ths EndedMarch 31,20242025North America(1)$5,151$5,096 International(1)1,109 1,506 AWS(2)7,925 20,464 Corporate372 383 Consolidated$14,557$27,449 _(1)Includes property and equipment added under finance leases of$7 million and$54 million in Q1 2024 and Q1 2025.(2)Includes property and equipment added
181、 under finance leases of$35 million and$0 million in Q1 2024 and Q1 2025.Depreciation and amortization expense on property and equipment,including corporate property and equipment,are allocated to all segments based onusage.Total depreciation and amortization expense,by segment,is as follows(in mill
182、ions):Three Months EndedMarch 31,20242025North America$3,373$3,530 International1,054 1,136 AWS2,839 4,390 Consolidated$7,266$9,056 21Table of ContentsItem 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsForward-Looking StatementsThis Quarterly Report on Form 10
183、-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.Allstatements other than statements of historical fact,including statements regarding guidance,industry prospects,or future results of operations or financialposition,made in this Quarte
184、rly Report on Form 10-Q are forward-looking.We use words such as anticipates,believes,expects,future,intends,and similarexpressions to identify forward-looking statements.Forward-looking statements reflect managements current expectations and are inherently uncertain.Actualresults and outcomes could
185、 differ materially for a variety of reasons,including,among others,fluctuations in foreign exchange rates,changes in globaleconomic conditions,tariff and trade policies,and customer demand and spending,inflation,interest rates,regional labor market constraints,world events,the rate of growth of the
186、internet,online commerce,cloud services,and new and emerging technologies,the amount that A invests in new businessopportunities and the timing of those investments,the mix of products and services sold to customers,the mix of net sales derived from products as comparedwith services,the extent to wh
187、ich we owe income or other taxes,competition,management of growth,potential fluctuations in operating results,internationalgrowth and expansion,the outcomes of claims,litigation,government investigations,and other proceedings,fulfillment,sortation,delivery,and data centeroptimization,risks of invent
188、ory management,variability in demand,the degree to which we enter into,maintain,and develop commercial agreements,proposed and completed acquisitions and strategic transactions,payments risks,and risks of fulfillment throughput and productivity.In addition,globaleconomic and geopolitical conditions
189、and additional or unforeseen circumstances,developments,or events may give rise to or amplify many of these risks.These risks and uncertainties,as well as other risks and uncertainties that could cause our actual results or outcomes to differ significantly from managementsexpectations,are described
190、in greater detail in Item 1A of Part II,“Risk Factors.”For additional information,see Item 7 of Part II,“Managements Discussion and Analysis of Financial Condition and Results of Operations Overview”of our 2024 Annual Report on Form 10-K.Critical Accounting EstimatesThe preparation of financial stat
191、ements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets andliabilities,revenues and expenses,and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes.Criticalaccounting estimates are those e
192、stimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or arereasonably likely to have a material impact on the financial condition or results of operations of the Company.Based on this definition,we have identified thecritical accounting estima
193、tes addressed below.We also have other key accounting policies,which involve the use of estimates,judgments,and assumptions thatare significant to understanding our results.For additional information,see Item 8 of Part II,“Financial Statements and Supplementary Data Note 1 Description of Business,Ac
194、counting Policies,and Supplemental Disclosures”of our 2024 Annual Report on Form 10-K and Item 1 of Part I,“FinancialStatements Note 1 Accounting Policies and Supplemental Disclosures,”of this Form 10-Q.Although we believe that our estimates,assumptions,andjudgments are reasonable,they are based upo
195、n information presently available.Actual results may differ significantly from these estimates under differentassumptions,judgments,or conditions.InventoriesInventories,consisting of products available for sale,are primarily accounted for using the first-in first-out method,and are valued at the low
196、er of costand net realizable value.This valuation requires us to make judgments,based on currently available information,about the likely method of disposition,suchas through sales to individual customers,returns to product vendors,or liquidations,and expected recoverable values of each disposition
197、category.Theseassumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future.As a measure of sensitivity,for every 1%of additional inventory valuation allowance as of March 31,2025,we
198、would have recorded anadditional cost of sales of approximately$380 million.In addition,we enter into supplier commitments for certain electronic device components and certain products.These commitments are based onforecasted customer demand.If we reduce these commitments,we may incur additional cos
199、ts.Income TaxesWe are subject to income taxes in the U.S.(federal and state)and numerous foreign jurisdictions.Tax laws,regulations,administrative practices,principles,and interpretations in various jurisdictions may be subject to significant change,with or without notice,due to economic,political,a
200、nd otherconditions,and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.There are many transactions that occurduring the ordinary course of business for which the ultimate tax determination is uncertain.In addition,our actual and forecasted ear
201、nings are subject to22Table of Contentschange due to economic,political,and other conditions and significant judgment is required in determining our ability to use our deferred tax assets.Our effective tax rates could be affected by numerous factors,such as changes in our business operations,acquisi
202、tions,investments,entry into newbusinesses and geographies,intercompany transactions,the relative amount of our foreign earnings,including earnings being lower than anticipated injurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statu
203、tory rates,losses incurred injurisdictions for which we are not able to realize related tax benefits,the applicability of special tax regimes,changes in foreign exchange rates,changes in ourstock price,changes to our forecasts of income and loss and the mix of jurisdictions to which they relate,chan
204、ges in our deferred tax assets and liabilities andtheir valuation,changes in the laws,regulations,administrative practices,principles,and interpretations related to tax,including changes to the global taxframework,competition,and other laws and accounting rules in various jurisdictions.In addition,a
205、 number of countries have enacted or are actively pursuingchanges to their tax laws applicable to corporate multinationals.We are also currently subject to tax controversies in various jurisdictions,and these jurisdictions may assess additional income tax liabilities against us.Developments in an au
206、dit,investigation,or other tax controversy could have a material effect on our operating results or cash flows in the period or periods forwhich that development occurs,as well as for prior and subsequent periods.We regularly assess the likelihood of an adverse outcome resulting from theseproceeding
207、s to determine the adequacy of our tax accruals.Although we believe our tax estimates are reasonable,the final outcome of audits,investigations,and any other tax controversies could be materially different from our historical income tax provisions and accruals.Liquidity and Capital ResourcesCash flo
208、w information is as follows(in millions):Three Months EndedMarch 31,Twelve Months EndedMarch 31,2024202520242025Cash provided by(used in):Operating activities$18,989$17,015$99,147$113,903 Investing activities(17,862)(29,803)(51,889)(106,283)Financing activities(1,256)(47)(23,489)(10,603)Our principa
209、l sources of liquidity are cash flows generated from operations and our cash,cash equivalents,and marketable securities balances,which,atfair value,were$101.2 billion and$94.6 billion as of December 31,2024 and March 31,2025.Amounts held in foreign currencies were$25.5 billion and$18.6 billion as of
210、 December 31,2024 and March 31,2025.Our foreign currency balances include British Pounds,Canadian Dollars,Euros,Indian Rupees,and Japanese Yen.Cash provided by(used in)operating activities was$19.0 billion and$17.0 billion for Q1 2024 and Q1 2025.Our operating cash flows result primarilyfrom cash re
211、ceived from our consumer,seller,developer,enterprise,and content creator customers,and advertisers,offset by cash payments we make forproducts and services,employee compensation,payment processing and related transaction costs,operating leases,and interest payments.Cash received fromour customers an
212、d other activities generally corresponds to our net sales.The increase in operating cash flow for the trailing twelve months ended March 31,2025,compared to the comparable prior year period,was due to an increase in net income,excluding non-cash expenses,and changes in working capital.Working capita
213、l at any specific point in time is subject to many variables,including variability in demand,inventory management and category expansion,thetiming of cash receipts and payments,customer and vendor payment terms,and fluctuations in foreign exchange rates.Cash provided by(used in)investing activities
214、corresponds with cash capital expenditures,including leasehold improvements,incentives received fromproperty and equipment vendors,proceeds from asset sales,cash outlays for acquisitions,investments in other companies and intellectual property rights,andpurchases,sales,and maturities of marketable s
215、ecurities.Cash provided by(used in)investing activities was$(17.9)billion and$(29.8)billion for Q1 2024 andQ1 2025,with the variability caused primarily by purchases,sales,and maturities of marketable securities and cash capital expenditures.Cash capitalexpenditures were$13.9 billion and$24.3 billio
216、n during Q1 2024 and Q1 2025,which primarily reflect investments in technology infrastructure(the majorityof which is to support AWS business growth)and in additional capacity to support our fulfillment network.We expect cash capital expenditures to increase in2025,primarily driven by investments in
217、 technology infrastructure.We made cash payments,net of acquired cash,related to acquisition and other investmentactivity of$3.4 billion during Q1 2024.We did not have significant acquisition and other investment activity during Q1 2025.In Q3 2023,we invested$1.25billion in a convertible note from A
218、nthropic,PBC.In Q1 2024,we invested$2.75 billion in a second convertible note.In Q4 2024,we entered into anagreement and invested$1.3 billion in a third convertible note,and will invest an additional$2.7 billion by Q4 2025.23Table of ContentsCash provided by(used in)financing activities was$(1.3)bil
219、lion and$(47)million for Q1 2024 and Q1 2025.Cash inflows from financing activitiesresulted from proceeds from short-term debt,and other and long-term debt of$338 million and$2.6 billion for Q1 2024 and Q1 2025.Cash outflows fromfinancing activities resulted from payments of short-term debt,and othe
220、r,long-term debt,finance leases,and financing obligations of$1.6 billion and$2.6billion in Q1 2024 and Q1 2025.Property and equipment acquired under finance leases was$42 million and$54 million during Q1 2024 and Q1 2025.We had no borrowings outstanding under the two unsecured revolving credit facil
221、ities or the commercial paper programs as of March 31,2025.SeeItem 1 of Part I,“Financial Statements Note 5 Debt”for additional information.Certain foreign subsidiary earnings and losses are subject to current U.S.taxation and the subsequent repatriation of those earnings is not subject to tax inthe
222、 U.S.We intend to invest substantially all of our foreign subsidiary earnings,as well as our capital in our foreign subsidiaries,indefinitely outside of theU.S.in those jurisdictions in which we would incur significant,additional costs upon repatriation of such amounts.Our U.S.taxable income is redu
223、ced by accelerated depreciation deductions and increased by the impact of capitalized research and developmentexpenses.U.S.tax rules provide for enhanced accelerated depreciation deductions by allowing us to expense a portion of qualified property,primarilyequipment.These enhanced deductions are sch
224、eduled to phase out annually from 2023 through 2026.Additionally,effective January 1,2022,research anddevelopment expenses are required to be capitalized and amortized for U.S.tax purposes,which delays the deductibility of these expenses.Cash paid for U.S.(federal and state)and foreign income taxes(
225、net of refunds)totaled$458 million and$877 million for Q1 2024 and Q1 2025.As of December 31,2024 and March 31,2025,restricted cash,cash equivalents,and marketable securities were$3.5 billion and$3.7 billion.See Item 1of Part I,“Financial Statements Note 4 Commitments and Contingencies”and“Financial
226、 Statements Note 5 Debt”for additional discussion of ourprincipal contractual commitments,as well as our pledged assets.Additionally,we have purchase obligations and open purchase orders,including for inventoryand capital expenditures,that support normal operations and are primarily due in the next
227、twelve months.These purchase obligations and open purchase ordersare generally cancellable in full or in part through the contractual provisions.We believe that cash flows generated from operations and our cash,cash equivalents,and marketable securities balances,as well as our borrowingarrangements,
228、will be sufficient to meet our anticipated operating cash needs for at least the next twelve months.However,any projections of future cash needsand cash flows are subject to substantial uncertainty.See Item 1A of Part II,“Risk Factors.”We continually evaluate opportunities to sell additional equity
229、ordebt securities,obtain credit facilities,obtain finance and operating lease arrangements,enter into financing obligations,repurchase common stock,paydividends,or repurchase,refinance,or otherwise restructure our debt for strategic reasons or to further strengthen our financial position.The sale of
230、 additional equity or convertible debt securities would be dilutive to our shareholders.In addition,we will,from time to time,consider theacquisition of,or investment in,complementary businesses,products,services,capital infrastructure,and technologies,which might affect our liquidityrequirements or
231、 cause us to secure additional financing,or issue additional equity or debt securities.There can be no assurance that additional credit lines orfinancing instruments will be available in amounts or on terms acceptable to us,if at all.In addition,economic conditions and actions by policymaking bodies
232、are contributing to changing interest rates and significant capital market volatility,which,along with any increases in our borrowing levels,could increase ourfuture borrowing costs.24Table of ContentsResults of OperationsWe have organized our operations into three segments:North America,Internation
233、al,and AWS.These segments reflect the way the Company evaluatesits business performance and manages its operations.See Item 1 of Part I,“Financial Statements Note 8 Segment Information.”OverviewMacroeconomic factors,including changes in inflation and interest rates,global economic and geopolitical d
234、evelopments,including unpredictable shiftsin global tariff and trade policies,and the development and adoption of technologies and services,including artificial intelligence,have direct and indirectimpacts on our results of operations that are difficult to predict,isolate,and quantify.These could af
235、fect customer demand for our products and services,ourability to forecast growth needs,expenses,and benefits from new technologies.We expect some or all of them to continue to impact our operations into Q22025.Net SalesNet sales include product and service sales.Product sales represent revenue from
236、the sale of products and related shipping fees and digital media contentwhere we record revenue gross.Service sales primarily represent third-party seller fees,which includes commissions and any related fulfillment and shippingfees,AWS sales,advertising services,Amazon Prime membership fees,and cert
237、ain digital media content subscriptions.Net sales information is as follows(inmillions):Three Months EndedMarch 31,20242025Net Sales:North America$86,341$92,887 International31,935 33,513 AWS25,037 29,267 Consolidated$143,313$155,667 Year-over-year Percentage Growth:North America12%8%International10
238、 5 AWS17 17 Consolidated13 9 Year-over-year Percentage Growth,excluding the effect of foreign exchange rates:North America12%8%International11 8 AWS17 17 Consolidated13 10 Net Sales Mix:North America60%60%International22 21 AWS18 19 Consolidated100%100%Sales increased 9%in Q1 2025 compared to the co
239、mparable prior year period.Changes in foreign exchange rates reduced net sales by$1.4 billion for Q12025.For a discussion of the effect of foreign exchange rates on sales growth,see“Effect of Foreign Exchange Rates”below.North America sales increased 8%in Q1 2025 compared to the comparable prior yea
240、r period.The sales growth primarily reflects increased unit sales,including sales by third-party sellers,advertising sales,and subscription services.Increased unit sales were driven largely by our continued focus on price,selection,and convenience for our customers,including from our fast shipping o
241、ffers.Changes in foreign exchange rates reduced North America net sales by$413 million for Q1 2025.International sales increased 5%in Q1 2025 compared to the comparable prior year period.The sales growth primarily reflects increased unit sales,including sales by third-party sellers,advertising sales
242、,and subscription services.Increased unit sales25Table of Contentswere driven largely by our continued focus on price,selection,and convenience for our customers,including from our fast shipping offers.Changes in foreignexchange rates reduced International net sales by$1.0 billion for Q1 2025.AWS sa
243、les increased 17%in Q1 2025 compared to the comparable prior year period.The sales growth primarily reflects increased customer usage,partially offset by pricing changes primarily driven by long-term customer contracts.Operating ExpensesInformation about operating expenses is as follows(in millions)
244、:Three Months EndedMarch 31,20242025Operating Expenses:Cost of sales$72,633$76,976 Fulfillment22,317 24,593 Technology and infrastructure20,424 22,994 Sales and marketing9,662 9,763 General and administrative2,742 2,628 Other operating expense(income),net228 308 Total operating expenses$128,006$137,
245、262 Year-over-year Percentage Growth(Decline):Cost of sales7%6%Fulfillment7 10 Technology and infrastructure 13 Sales and marketing(5)1 General and administrative(10)(4)Other operating expense(income),net2 35 Percent of Net Sales:Cost of sales50.7%49.4%Fulfillment15.6 15.8 Technology and infrastruct
246、ure14.3 14.8 Sales and marketing6.7 6.3 General and administrative1.9 1.7 Other operating expense(income),net0.2 0.2 Cost of SalesCost of sales primarily consists of the purchase price of consumer products,inbound and outbound shipping costs,including costs related to sortation anddelivery centers a
247、nd where we are the transportation service provider,and digital media content costs where we record revenue gross,including video andmusic.The increase in cost of sales in Q1 2025,compared to the comparable prior year period,is primarily due to increased product and shipping costs resultingfrom incr
248、eased sales,partially offset by fulfillment network efficiencies,including lower transportation costs.Changes in foreign exchange rates reduced costof sales by$910 million for Q1 2025.Shipping costs were$21.8 billion and$22.5 billion in Q1 2024 and Q1 2025.Shipping costs to receive products from our
249、 suppliers are included in ourinventory and recognized as cost of sales upon sale of products to our customers.We expect our cost of shipping to continue to increase to the extent ourcustomers accept and use our shipping offers at an increasing rate,we use more expensive shipping methods,and we offe
250、r additional services.We seek tomitigate costs of shipping over time in part through achieving higher sales volumes,optimizing our fulfillment network,negotiating better terms with oursuppliers,and achieving better operating efficiencies.We believe that offering low prices to our customers is fundam
251、ental to our future success,and one waywe offer lower prices is through shipping offers.Costs to operate our AWS segment are primarily classified as“Technology and infrastructure”as we leverage a shared infrastructure that supports bothour internal technology requirements and external sales to AWS c
252、ustomers.26Table of ContentsFulfillmentFulfillment costs primarily consist of those costs incurred in operating and staffing our North America and International fulfillment centers,physicalstores,and customer service centers and payment processing costs.While AWS payment processing and related trans
253、action costs are included in“Fulfillment,”AWS costs are primarily classified as“Technology and infrastructure.”Fulfillment costs as a percentage of net sales may vary due to several factors,such aspayment processing and related transaction costs,our level of productivity and accuracy,changes in volu
254、me,size,and weight of units received and fulfilled,theextent to which third-party sellers utilize Fulfillment by Amazon services,timing of fulfillment network and physical store expansion,the extent we utilizefulfillment services provided by third parties,mix of products and services sold,and our ab
255、ility to affect customer service contacts per unit by implementingimprovements in our operations and enhancements to our customer self-service features.Additionally,sales by our sellers have higher payment processing andrelated transaction costs as a percentage of net sales compared to our retail sa
256、les because payment processing costs are based on the gross purchase price ofunderlying transactions.The increase in fulfillment costs in Q1 2025,compared to the comparable prior year period,is primarily due to increased sales and investments in ourfulfillment network,partially offset by fulfillment
257、 network efficiencies.Changes in foreign exchange rates reduced fulfillment costs by$232 million for Q12025.We seek to expand our fulfillment network to accommodate a greater selection and in-stock inventory levels and to meet anticipated shipment volumesfrom sales of our own products as well as sal
258、es by third parties for which we provide the fulfillment services.We regularly evaluate our facility requirements.Technology and InfrastructureTechnology and infrastructure costs include payroll and related expenses for employees involved in the research and development of new and existingproducts a
259、nd services,development,design,and maintenance of our stores,curation and display of products and services made available in our online stores,and infrastructure costs.Infrastructure costs include servers,networking equipment,and data center related depreciation and amortization,rent,utilities,andot
260、her expenses necessary to support AWS and other Amazon businesses.Collectively,these costs reflect the investments we make in order to offer a widevariety of products and services to our customers,including expenditures related to initiatives to build and deploy innovative and efficient software and
261、electronic devices and the development of a satellite network for global broadband service and autonomous vehicles for ride-hailing services.We seek to invest efficiently in numerous areas of technology and infrastructure so we may continue to enhance the customer experience and improveour process e
262、fficiency through rapid technology developments,while operating at an ever increasing scale.Our technology and infrastructure investment andcapital spending projects often support a variety of product and service offerings due to geographic expansion and the cross-functionality of our systems andope
263、rations.We expect spending in technology and infrastructure to increase over time as we continue to add employees and infrastructure.These costs areallocated to segments based on usage.The increase in technology and infrastructure costs in Q1 2025,compared to the comparable prior year period,isprima
264、rily due to an increase in spending on infrastructure,partially offset by decreased payroll and related costs associated with technical teams responsible forexpanding our existing products and services and initiatives to introduce new products and service offerings.Changes in foreign exchange rates
265、reducedtechnology and infrastructure costs by$190 million for Q1 2025.We currently expense the majority of the costs associated with the development of oursatellite network for global broadband service(including production,launch,and payroll costs,and launch services deposits upon launch).We will ca
266、pitalizecertain of these costs once the service achieves commercial viability,including sales to customers.See Item 7 of Part II,“Managements Discussion andAnalysis of Financial Condition and Results of Operations Overview”of our 2024 Annual Report on Form 10-K for a discussion of how management vie
267、wsadvances in technology and the importance of innovation.Sales and MarketingSales and marketing costs include advertising and payroll and related expenses for personnel engaged in marketing and selling activities,including salescommissions related to AWS.We direct customers to our stores primarily
268、through a number of marketing channels,such as our sponsored search,third-partycustomer referrals,social and online advertising,television advertising,and other initiatives.Our marketing costs are largely variable,based on growth in salesand changes in rates.To the extent there is increased or decre
269、ased competition for these traffic sources,or to the extent our mix of these channels shifts,wewould expect to see a corresponding change in our marketing costs.The increase in sales and marketing costs in Q1 2025 compared to the comparable prior year period,is primarily due to increased advertising
270、 expenses,partially offset by decreased payroll and related expenses for personnel engaged in marketing and selling activities.Changes in foreign exchange rates reducedsales and marketing costs by$134 million for Q1 2025.While costs associated with Amazon Prime membership benefits and other shipping
271、 offers are not included in sales and marketing expense,we viewthese offers as effective worldwide marketing tools,and intend to continue offering them indefinitely.27Table of ContentsGeneral and AdministrativeThe decrease in general and administrative costs in Q1 2025,compared to the comparable pri
272、or year period,is primarily due to a decrease in payroll andrelated expenses.Other Operating Expense(Income),NetOther operating expense(income),net was$228 million and$308 million for Q1 2024 and Q1 2025,and was primarily related to asset impairments andthe amortization of intangible assets.Operatin
273、g IncomeOperating income by segment is as follows(in millions):Three Months EndedMarch 31,20242025Operating IncomeNorth America$4,983$5,841 International903 1,017 AWS9,421 11,547 Consolidated$15,307$18,405 Operating income increased from$15.3 billion in Q1 2024 to$18.4 billion in Q1 2025.We believe
274、that operating income is a more meaningful measurethan gross profit and gross margin due to the diversity of our product categories and services.For more information on the operating expenses that impactsegment operating income,see“Operating Expenses”and the descriptions of operating expense line it
275、em changes on pages 26 to 28,and“Note 8 SegmentInformation”on page 18.The increase in North America operating income in Q1 2025,compared to the comparable prior year period,is primarily due to increased unit sales andincreased advertising sales,partially offset by increased fulfillment and shipping
276、costs.The increase in International operating income in Q1 2025,compared to the comparable prior year period,is primarily due to increased unit sales andincreased advertising sales,partially offset by increased fulfillment and shipping costs.Changes in foreign exchange rates did not significantly im
277、pactoperating income for Q1 2025.The increase in AWS operating income in Q1 2025,compared to the comparable prior year period,is primarily due to increased sales and decreasedpayroll and related expenses,partially offset by spending on technology infrastructure that was primarily driven by additiona
278、l investments to support AWSbusiness growth.Changes in foreign exchange rates positively impacted operating income by$141 million for Q1 2025.Interest Income and ExpenseOur interest income was$993 million and$1.1 billion during Q1 2024 and Q1 2025,primarily due to a higher average balance of investe
279、d funds atprevailing rates.We generally invest our excess cash in investment grade short-to intermediate-term marketable debt securities and AAA-rated money marketfunds.Our interest income corresponds with the average balance of invested funds based on the prevailing rates,which vary depending on th
280、e geographies andcurrencies in which they are invested.Interest expense was$644 million and$541 million during Q1 2024 and Q1 2025,and was primarily related to debt and finance leases.See Item 1 ofPart I,“Financial Statements Note 3 Leases and Note 5 Debt”for additional information.Other Income(Expe
281、nse),NetOther income(expense),net was$(2.7)billion and$2.7 billion during Q1 2024 and Q1 2025.The primary components of other income(expense),netare related to equity securities valuations and adjustments,equity warrant valuations,foreign currency,and reclassification adjustments for gains(losses)on
282、available-for-sale debt securities.The net loss of$(2.7)billion in Q1 2024 is primarily from the marketable securities loss from our equity investment inRivian.The net gain of$2.7 billion in Q1 2025 is primarily from the reclassification adjustment for the gain on available-for-sale debt securities
283、from theportion of our convertible notes investments in Anthropic,PBC that were converted to nonvoting preferred stock during the three months ended March 31,2025,partially offset by the marketable securities loss from our equity investment in Rivian.28Table of ContentsIncome TaxesOur income tax pro
284、vision for the three months ended March 31,2024 was$2.5 billion,which included$558 million of net discrete tax benefits.Ourincome tax provision for the three months ended March 31,2025 was$4.6 billion,which included$559 million of net discrete tax expense.See Item 1 of PartI,“Financial Statements No
285、te 7 Income Taxes”for additional information.Non-GAAP Financial MeasuresRegulation G,Conditions for Use of Non-GAAP Financial Measures,and other SEC regulations define and prescribe the conditions for use of certainnon-GAAP financial information.Free cash flow and the effect of foreign exchange rate
286、s on our consolidated statements of operations meet the definition ofnon-GAAP financial measures.Free Cash FlowOur financial focus is on long-term,sustainable growth in free cash flow.We provide a free cash flow measure because we believe it provides additionalperspective on the impact of acquiring
287、property and equipment with cash.Free cash flow is cash flow from operations reduced by“Purchases of property andequipment,net of proceeds from sales and incentives.”The following is a reconciliation of free cash flow to the most comparable GAAP cash flow measure,“Net cash provided by(used in)operat
288、ing activities,”for the trailing twelve months ended March 31,2024 and 2025(in millions):Twelve Months EndedMarch 31,20242025Net cash provided by(used in)operating activities$99,147$113,903 Purchases of property and equipment,net of proceeds from sales and incentives(48,998)(87,978)Free cash flow$50
289、,149$25,925 Net cash provided by(used in)investing activities$(51,889)$(106,283)Net cash provided by(used in)financing activities$(23,489)$(10,603)Free cash flow has limitations as it omits certain components of the overall cash flow statement and does not represent the residual cash flow availablef
290、or discretionary expenditures.For example,free cash flow does not incorporate the portion of payments representing principal reductions of debt or cashpayments for business acquisitions.Additionally,our mix of property and equipment acquisitions with cash or other financing options may change over t
291、ime.Therefore,we believe it is important to view free cash flow only as a complement to our entire consolidated statements of cash flows.Effect of Foreign Exchange RatesInformation regarding the effect of foreign exchange rates,versus the U.S.Dollar,on our net sales,operating expenses,and operating
292、income is providedto show reported period operating results had the foreign exchange rates remained the same as those in effect in the comparable prior year period.The effect onour net sales,operating expenses,and operating income from changes in our foreign exchange rates versus the U.S.Dollar is a
293、s follows(in millions):Three Months Ended March 31,20242025AsReportedExchangeRateEffect(1)At PriorYearRates(2)As ReportedExchangeRateEffect(1)At PriorYearRates(2)Net sales$143,313$164$143,477$155,667$1,440$157,107 Operating expenses128,006 236 128,242 137,262 1,493 138,755 Operating income15,307(72)
294、15,235 18,405(53)18,352 _(1)Represents the change in reported amounts resulting from changes in foreign exchange rates from those in effect in the comparable prior year period foroperating results.(2)Represents the outcome that would have resulted had foreign exchange rates in the reported period be
295、en the same as those in effect in the comparable prioryear period for operating results.29Table of ContentsGuidanceWe provided guidance on May 1,2025,in our earnings release furnished on Form 8-K as set forth below.These forward-looking statements reflectAs expectations as of May 1,2025,and are subj
296、ect to substantial uncertainty.Our results are inherently unpredictable and may be materiallyaffected by many factors,such as fluctuations in foreign exchange rates,changes in global economic and geopolitical conditions,tariff and trade policies,andcustomer demand and spending(including the impact o
297、f recessionary fears),inflation,interest rates,regional labor market constraints,world events,the rate ofgrowth of the internet,online commerce,cloud services,and new and emerging technologies,as well as those outlined in Item 1A of Part II,“Risk Factors.”Second Quarter 2025 GuidanceNet sales are ex
298、pected to be between$159.0 billion and$164.0 billion,or to grow between 7%and 11%compared with second quarter 2024.Thisguidance anticipates an unfavorable impact of approximately 10 basis points from foreign exchange rates.Operating income is expected to be between$13.0 billion and$17.5 billion,comp
299、ared with$14.7 billion in second quarter 2024.This guidance assumes,among other things,that no additional business acquisitions,restructurings,or legal settlements are concluded.30Table of ContentsItem 3.Quantitative and Qualitative Disclosures About Market RiskWe are exposed to market risk for the
300、effect of interest rate changes,foreign currency fluctuations,and changes in the market values of our investments.Information relating to quantitative and qualitative disclosures about market risk is set forth below and in Item 2 of Part I,“Managements Discussion andAnalysis of Financial Condition a
301、nd Results of Operations Liquidity and Capital Resources.”Interest Rate RiskOur exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our debt.Our long-term debt is carried atamortized cost and fluctuations in interest rates do not impact our consoli
302、dated financial statements.However,the fair value of our long-term debt,which paysinterest at a fixed rate,will generally fluctuate with movements of interest rates,increasing in periods of declining rates of interest and declining in periods ofincreasing rates of interest.We generally invest our ex
303、cess cash in investment grade short-to intermediate-term marketable debt securities and AAA-ratedmoney market funds.Marketable debt securities with fixed interest rates may have their fair market value adversely affected due to a rise in interest rates,andwe may suffer losses in principal if forced
304、to sell securities that have declined in market value due to changes in interest rates.Foreign Exchange RiskDuring Q1 2025,net sales from our International segment accounted for 21%of our consolidated revenues.Net sales and related expenses generatedfrom our internationally-focused stores,including
305、within Canada and Mexico(which are included in our North America segment),are primarily denominatedin the functional currencies of the corresponding stores and primarily include Euros,British Pounds,and Japanese Yen.The results of operations of,and certainof our intercompany balances associated with
306、,our internationally-focused stores and AWS are exposed to foreign exchange rate fluctuations.Uponconsolidation,as foreign exchange rates vary,net sales and other operating results may differ materially from expectations,and we may record significant gainsor losses on the remeasurement of intercompa
307、ny balances.For example,as a result of fluctuations in foreign exchange rates throughout the period compared torates in effect the prior year,International segment net sales in Q1 2025 decreased by$1.0 billion in comparison with Q1 2024.We have foreign exchange risk related to foreign-denominated ca
308、sh,cash equivalents,and marketable securities(“foreign funds”).Based on the balanceof foreign funds as of March 31,2025,of$18.6 billion,an assumed 5%,10%,and 20%adverse change to foreign exchange would result in declines of$930million,$1.9 billion,and$3.7 billion.We also have foreign exchange risk r
309、elated to our intercompany balances denominated in various currencies.Based on the intercompany balances as ofMarch 31,2025,an assumed 5%,10%,and 20%adverse change to foreign exchange rates would result in losses of$315 million,$630 million,and$1.3billion,recorded to“Other income(expense),net.”See I
310、tem 2 of Part I,“Managements Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Effect ofForeign Exchange Rates”for additional information on the effect on reported results of changes in foreign exchange rates.Equity Investment RiskAs of March 31,2025,our
311、recorded value in equity,equity warrant,and convertible debt investments in public and private companies was$21.0 billion.Our equity and equity warrant investments in publicly traded companies,which include our equity investment in Rivian,represent$3.8 billion of ourinvestments as of March 31,2025,a
312、nd are recorded at fair value,which is subject to market price volatility.We record our equity warrant investments inprivate companies at fair value and adjust our equity investments in private companies,which primarily include our equity investment in Anthropic,PBC,forobservable price changes or im
313、pairments.We record our available-for-sale convertible debt investments in private companies at fair value,which primarilyrelate to Anthropic,PBC.Valuations of private companies are inherently more complex due to the lack of readily available market data.The current globaleconomic conditions provide
314、 additional uncertainty.As such,we believe that market sensitivities are not practicable.31Table of ContentsItem 4.Controls and ProceduresWe carried out an evaluation required by the Securities Exchange Act of 1934(the“1934 Act”),under the supervision and with the participation of ourprincipal execu
315、tive officer and principal financial officer,of the effectiveness of the design and operation of our disclosure controls and procedures,as definedin Rule 13a-15(e)of the 1934 Act,as of the end of the period covered by this report.Based on this evaluation,our principal executive officer and principal
316、financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosedby us in the reports that we file or submit under the 1934 Act is recorded,processed,summarized,and reported within the time periods specifi
317、ed in the SECsrules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management,including our principalexecutive officer and principal financial officer,as appropriate to allow timely decisions regarding required disclosure.During the most re
318、cent fiscal quarter,there has not occurred any change in our internal control over financial reporting that has materially affected,or isreasonably likely to materially affect,our internal control over financial reporting.Our disclosure controls and procedures are designed to provide reasonable assu
319、rance of achieving their objectives as specified above.Management doesnot expect,however,that our disclosure controls and procedures will prevent or detect all error and fraud.Any control system,no matter how well designedand operated,is based upon certain assumptions and can provide only reasonable
320、,not absolute,assurance that its objectives will be met.Further,no evaluationof controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud,if any,withinthe Company have been detected.32Table of ContentsPART II.OTH
321、ER INFORMATIONItem 1.Legal ProceedingsSee Item 1 of Part I,“Financial Statements Note 4 Commitments and Contingencies Legal Proceedings.”Item 1A.Risk FactorsPlease carefully consider the following discussion of significant factors,events,and uncertainties that make an investment in our securities ri
322、sky.Theevents and consequences discussed in these risk factors could,in circumstances we may or may not be able to accurately predict,recognize,or control,have amaterial adverse effect on our business,growth,reputation,prospects,financial condition,operating results(including components of our finan
323、cial results),cash flows,liquidity,and stock price.These risk factors do not identify all risks that we face;our operations could also be affected by factors,events,oruncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations.
324、In addition to the factorsdiscussed in Item 2 of Part I,“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and in the risk factors below,globaleconomic and geopolitical conditions and additional or unforeseen circumstances,developments,or events may give rise to o
325、r amplify many of the risksdiscussed below.Many of the risks discussed below also impact our customers,including third-party sellers,which could indirectly have a material adverseeffect on us.Business and Industry RisksWe Face Intense CompetitionOur businesses are rapidly evolving and intensely comp
326、etitive,and we have many competitors across geographies,including cross-border competition,and in different industries,including physical,e-commerce,and omnichannel retail,e-commerce services,web and infrastructure computing services,electronic devices,digital content,advertising,grocery,healthcare,
327、communications,and transportation and logistics services.Some of our current andpotential competitors have greater resources,longer histories,more customers,and/or greater brand recognition,particularly with our newly-launched productsand services and in our newer geographic regions.They may secure
328、better terms from vendors,adopt more aggressive pricing,and devote more resources totechnology,infrastructure,fulfillment,and marketing.Competition continues to intensify,including with the development of new business models and the entry of new and well-funded competitors,and asour competitors ente
329、r into business combinations or alliances and established companies in other market segments expand to become competitive with ourbusiness.In addition,new and enhanced technologies,including search,web and infrastructure computing services,practical applications of artificialintelligence and machine
330、 learning,digital content,satellites,and electronic devices continue to increase our competition.The internet facilitates competitiveentry and comparison shopping,which enhances the ability of new,smaller,or lesser known businesses to compete against us.As a result of competition,ourproduct and serv
331、ice offerings may not be successful,we may fail to gain or may lose business,and we may be required to increase our spending or lowerprices,any of which could materially reduce our sales and profits.Our Expansion into New Products,Services,Technologies,and Geographic Regions Subjects Us to Additiona
332、l RisksWe may have limited or no experience in our newer market segments,and our customers may not adopt our product or service offerings.These offerings,which can present new and difficult technology challenges,may subject us to claims if customers of these offerings experience,or are otherwise imp
333、acted by,service disruptions,delays,setbacks,or failures or quality issues.In addition,profitability or other intended benefits,if any,in our newer activities may notmeet our expectations,and we may not be successful enough in these newer activities to recoup our investments in them,which investments are oftensignificant.Failure to realize the benefits of amounts we invest in new technologies,prod