AMAZON COM INC, 10-K filed on 2/2/2018
Annual Report
v3.8.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2017
Jan. 24, 2018
Jun. 30, 2017
Document And Entity Information [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2017    
Document Fiscal Year Focus 2017    
Document Fiscal Period Focus FY    
Entity Registrant Name AMAZON COM INC    
Entity Central Index Key 0001018724    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Large Accelerated Filer    
Entity Public Float     $ 387,327,844,190
Entity Common Stock, Shares Outstanding   484,107,183  
v3.8.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Statement of Cash Flows [Abstract]      
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD $ 19,334 $ 15,890 $ 14,557
OPERATING ACTIVITIES:      
Net income 3,033 2,371 596
Adjustments to reconcile net income to net cash from operating activities:      
Depreciation of property and equipment, including internal-use software and website development, and other amortization, including capitalized content costs 11,478 8,116 6,281
Stock-based compensation 4,215 2,975 2,119
Other operating expense, net 202 160 155
Other expense (income), net (292) (20) 250
Deferred income taxes (29) (246) 81
Changes in operating assets and liabilities:      
Inventories (3,583) (1,426) (2,187)
Accounts receivable, net and other (4,786) (3,367) (1,755)
Accounts payable 7,175 5,030 4,294
Accrued expenses and other 283 1,724 913
Unearned revenue 738 1,955 1,292
Net cash provided by (used in) operating activities 18,434 17,272 12,039
INVESTING ACTIVITIES:      
Purchases of property and equipment, including internal-use software and website development (11,955) (7,804) (5,387)
Proceeds from property and equipment incentives 1,897 1,067 798
Acquisitions, net of cash acquired, and other (13,972) (116) (795)
Sales and maturities of marketable securities 9,988 4,733 3,025
Purchases of marketable securities (13,777) (7,756) (4,091)
Net cash provided by (used in) investing activities (27,819) (9,876) (6,450)
FINANCING ACTIVITIES:      
Proceeds from long-term debt and other 16,231 621 353
Repayments of long-term debt and other (1,372) (354) (1,652)
Principal repayments of capital lease obligations (4,799) (3,860) (2,462)
Principal repayments of finance lease obligations (200) (147) (121)
Net cash provided by (used in) financing activities 9,860 (3,740) (3,882)
Foreign currency effect on cash and cash equivalents 713 (212) (374)
Net increase (decrease) in cash and cash equivalents 1,188 3,444 1,333
CASH AND CASH EQUIVALENTS, END OF PERIOD 20,522 19,334 15,890
SUPPLEMENTAL CASH FLOW INFORMATION:      
Cash paid for interest on long-term debt 328 290 325
Cash paid for interest on capital and finance lease obligations 319 206 153
Cash paid for income taxes, net of refunds 957 412 273
Property and equipment acquired under capital leases 9,637 5,704 4,717
Property and equipment acquired under build-to-suit leases $ 3,541 $ 1,209 $ 544
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Consolidated Statements Of Operations - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income Statement [Abstract]      
Net product sales $ 118,573 $ 94,665 $ 79,268
Net service sales 59,293 41,322 27,738
Total net sales 177,866 135,987 107,006
Operating expenses:      
Cost of sales 111,934 88,265 71,651
Fulfillment 25,249 17,619 13,410
Marketing 10,069 7,233 5,254
Technology and content 22,620 16,085 12,540
General and administrative 3,674 2,432 1,747
Other operating expense, net 214 167 171
Total operating expenses 173,760 131,801 104,773
Operating income (loss) 4,106 4,186 2,233
Interest income 202 100 50
Interest expense (848) (484) (459)
Other income (expense), net 346 90 (256)
Total non-operating income (expense) (300) (294) (665)
Income before income taxes 3,806 3,892 1,568
Provision for income taxes (769) (1,425) (950)
Equity-method investment activity, net of tax (4) (96) (22)
Net income $ 3,033 $ 2,371 $ 596
Basic earnings per share (in usd per share) $ 6.32 $ 5.01 $ 1.28
Diluted earnings per share (in usd per share) $ 6.15 $ 4.90 $ 1.25
Weighted-average shares used in computation of earnings per share:      
Basic (in shares) 480 474 467
Diluted (in shares) 493 484 477
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Consolidated Statements of Comprehensive Income - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Statement of Comprehensive Income [Abstract]      
Net income $ 3,033 $ 2,371 $ 596
Other comprehensive income (loss):      
Foreign currency translation adjustments, net of tax of $10, $(49), and $5 533 (279) (210)
Net change in unrealized gains (losses) on available-for-sale securities:      
Unrealized gains (losses), net of tax of $(5), $(12), and $5 (39) 9 (7)
Reclassification adjustment for losses (gains) included in “Other income (expense), net,” net of tax of $0, $0, and $0 7 8 5
Net unrealized gains (losses) on available-for-sale securities (32) 17 (2)
Total other comprehensive income (loss) 501 (262) (212)
Comprehensive income $ 3,534 $ 2,109 $ 384
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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Statement of Comprehensive Income [Abstract]      
Foreign currency translation adjustments, tax $ 5 $ (49) $ 10
Unrealized gains (losses), tax 5 (12) (5)
Reclassification adjustment for losses (gains) included in other income (expense), net, tax $ 0 $ 0 $ 0
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Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Current assets:    
Cash and cash equivalents $ 20,522 $ 19,334
Marketable securities 10,464 6,647
Inventories 16,047 11,461
Accounts receivable, net and other 13,164 8,339
Total current assets 60,197 45,781
Property and equipment, net 48,866 29,114
Goodwill 13,350 3,784
Other assets 8,897 4,723
Total assets 131,310 83,402
Current liabilities:    
Accounts payable 34,616 25,309
Accrued expenses and other 18,170 13,739
Unearned revenue 5,097 4,768
Total current liabilities 57,883 43,816
Long-term debt 24,743 7,694
Other long-term liabilities 20,975 12,607
Commitments and contingencies (Note 7)
Stockholders’ equity:    
Preferred stock, $0.01 par value: Authorized shares - 500 Issued and outstanding shares - none 0 0
Common stock, $0.01 par value: Authorized shares - 5,000 Issued shares - 500 and 507 Outstanding shares - 477 and 484 5 5
Treasury stock, at cost (1,837) (1,837)
Additional paid-in capital 21,389 17,186
Accumulated other comprehensive loss (484) (985)
Retained earnings 8,636 4,916
Total stockholders’ equity 27,709 19,285
Total liabilities and stockholders’ equity $ 131,310 $ 83,402
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Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2017
Dec. 31, 2016
Statement of Financial Position [Abstract]    
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01
Preferred stock, authorized shares 500,000,000 500,000,000
Preferred stock, issued shares 0 0
Preferred stock, outstanding shares 0 0
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, authorized shares 5,000,000,000 5,000,000,000
Common stock, issued shares 507,000,000 500,000,000
Common stock, outstanding shares 484,000,000 477,000,000
v3.8.0.1
Consolidated Statements of Stockholders' Equity - USD ($)
shares in Millions, $ in Millions
Total
Common Stock
Treasury Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Beginning Balance (in shares) at Dec. 31, 2014   465        
Beginning Balance at Dec. 31, 2014 $ 10,741 $ 5 $ (1,837) $ 11,135 $ (511) $ 1,949
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 596         596
Other comprehensive income (loss) (212)       (212)  
Exercise of common stock options (in shares)   6        
Exercise of common stock options 4     4    
Excess tax benefits from stock-based compensation 119     119    
Stock-based compensation and issuance of employee benefit plan stock 2,131     2,131    
Issuance of common stock for acquisition activity 5     5    
Ending Balance (in shares) at Dec. 31, 2015   471        
Ending Balance at Dec. 31, 2015 13,384 $ 5 (1,837) 13,394 (723) 2,545
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 2,371         2,371
Other comprehensive income (loss) (262)       (262)  
Exercise of common stock options (in shares)   6        
Exercise of common stock options 1     1    
Excess tax benefits from stock-based compensation 829     829    
Stock-based compensation and issuance of employee benefit plan stock 2,962     2,962    
Ending Balance (in shares) at Dec. 31, 2016   477        
Ending Balance at Dec. 31, 2016 19,285 $ 5 (1,837) 17,186 (985) 4,916
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Cumulative effect of a change in accounting principle related to stock-based compensation 687         687
Net income 3,033         3,033
Other comprehensive income (loss) 501       501  
Exercise of common stock options (in shares)   7        
Exercise of common stock options 1     1    
Stock-based compensation and issuance of employee benefit plan stock 4,202     4,202    
Ending Balance (in shares) at Dec. 31, 2017   484        
Ending Balance at Dec. 31, 2017 $ 27,709 $ 5 $ (1,837) $ 21,389 $ (484) $ 8,636
v3.8.0.1
Description of Business and Accounting Policies
12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Description of Business and Accounting Policies
DESCRIPTION OF BUSINESS AND ACCOUNTING POLICIES
Description of Business
Amazon.com opened its virtual doors on the World Wide Web in July 1995. We seek to be Earth’s most customer-centric company. In each of our segments, we serve our primary customer sets, consisting of consumers, sellers, developers, enterprises, and content creators. We serve consumers through our retail websites and physical stores and focus on selection, price, and convenience. We also manufacture and sell electronic devices. We offer programs that enable sellers to sell their products on our websites and their own branded websites and to fulfill orders through us, and programs that allow authors, musicians, filmmakers, app developers, and others to publish and sell content. We serve developers and enterprises of all sizes through our AWS segment, which offers a broad set of global compute, storage, database, and other service offerings. In addition, we provide services, such as fulfillment, publishing, certain digital content subscriptions, advertising, and co-branded credit cards.
We have organized our operations into three segments: North America, International, and AWS. See “Note 11—Segment Information.”
Prior Period Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation, including the expanded presentation of “Net cash provided by (used in) investing activities” on our consolidated statements of cash flows and the allocation of stock-based compensation to “Other operating expense, net” in the segment results within “Note 11 - Segment Information.” These revised segment results reflect the way our chief operating decision maker evaluates the Company’s business performance and manages its operations. In addition, excess tax benefits from stock-based compensation were reclassified from “Net cash provided by (used in) financing activities” to “Net cash provided by (used in) operating activities” on our consolidated statements of cash flows as a result of the adoption of new accounting guidance.
Principles of Consolidation
The consolidated financial statements include the accounts of Amazon.com, Inc., its wholly-owned subsidiaries, and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in India and China and that support our seller lending financing activities (collectively, the “Company”). Intercompany balances and transactions between consolidated entities are eliminated. The financial results of Whole Foods Market, Inc. (“Whole Foods Market”) have been included in our consolidated financial statements from the date of acquisition on August 28, 2017.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, determining the selling price of products and services in multiple element revenue arrangements and determining the amortization period of these elements, incentive discount offers, sales returns, vendor funding, stock-based compensation forfeiture rates, income taxes, valuation and impairment of investments, inventory valuation and inventory purchase commitments, collectability of receivables, valuation of acquired intangibles and goodwill, depreciable lives of property and equipment, internal-use software and website development costs, acquisition purchase price allocations, investments in equity interests, and contingencies. Actual results could differ materially from those estimates.
Earnings per Share
Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.
The following table shows the calculation of diluted shares (in millions):
  
Year Ended December 31,
 
2015
 
2016
 
2017
Shares used in computation of basic earnings per share
467

 
474

 
480

Total dilutive effect of outstanding stock awards
10

 
10

 
13

Shares used in computation of diluted earnings per share
477

 
484

 
493


Revenue
We recognize revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or service has been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units and revenue is allocated using estimated selling prices if we do not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. We allocate the arrangement price to each of the elements based on the relative selling prices of each element. Estimated selling prices are management’s best estimates of the prices that we would charge our customers if we were to sell the standalone elements separately and include considerations of customer demand, prices charged by us and others for similar deliverables, and the price if largely based on the cost of producing the product or service.
Sales of certain of our digital devices are considered arrangements with multiple deliverables, consisting of the device, undelivered software upgrades and/or undelivered non-software services such as cloud services. The revenue allocated to the device, which is the substantial portion of the total sale price, and related costs are generally recognized upon delivery. Revenue related to undelivered software upgrades and/or undelivered non-software services is deferred and recognized generally on a straight-line basis over the estimated period the software upgrades and non-software services are expected to be provided for each of these devices.
Sales of Amazon Prime memberships are also considered arrangements with multiple deliverables, including shipping benefits, Prime Video, Prime Music, Prime Photos, and access to the Kindle Owners’ Lending Library. The revenue related to the deliverables is amortized over the life of the membership based on the estimated delivery of services. Amazon Prime membership fees are allocated between product sales and service sales. Costs to deliver Amazon Prime benefits are recognized as cost of sales as incurred. As we add more benefits to the Prime membership, we update the method of determining the estimated selling prices of each element as well as the allocation of Prime membership fees.
We evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when we are primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. We generally record the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. Such amounts earned are determined using fixed fees, a percentage of seller revenues, per-unit activity fees, or some combination thereof.
Product sales represent revenue from the sale of products and related shipping fees and digital media content where we record revenue gross. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier or the customer. Amazon’s electronic devices sold through retailers are recognized at the point of sale to consumers.
Service sales represent third-party seller fees earned (including commissions) and related shipping fees, AWS sales, certain digital content subscriptions, certain advertising services, and our co-branded credit card agreements. Service sales, net of promotional discounts and return allowances, are recognized when service has been rendered.
Return allowances, which reduce revenue and cost of sales, are estimated using historical experience. Allowance for returns was $153 million, $156 million, and $62 million as of December 31, 2015, 2016, and 2017. Additions to the allowance were $1.3 billion, $1.5 billion, and $1.8 billion, and deductions to the allowance were $1.3 billion, $1.5 billion, and $1.9 billion in 2015, 2016, and 2017. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. Additionally, we periodically provide incentive offers to our customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by our customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by our customers, are treated as a reduction to purchase price based on estimated future redemption rates. Redemption rates are estimated using our historical experience for similar inducement offers. Current discount offers and inducement offers are presented as a net amount in “Total net sales.”
Cost of Sales
Cost of sales primarily consists of the purchase price of consumer products, digital media content costs where we record revenue gross, including video and music, packaging supplies, sortation and delivery centers and related equipment costs, and inbound and outbound shipping costs, including where we are the transportation service provider. Shipping costs to receive products from our suppliers are included in our inventory, and recognized as cost of sales upon sale of products to our customers. Payment processing and related transaction costs, including those associated with seller transactions, are classified in “Fulfillment” on our consolidated statements of operations.
Vendor Agreements
We have agreements with our vendors to receive funds for advertising services, cooperative marketing efforts, promotions, and volume rebates. We generally consider amounts received from vendors to be a reduction of the prices we pay for their goods, including property and equipment, or services, and therefore record those amounts as a reduction of the cost of inventory, cost of services, or cost of property and equipment. Vendor rebates are typically dependent upon reaching minimum purchase thresholds. We evaluate the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated, we record a portion of the rebate as we make progress towards the purchase threshold.
When we receive direct reimbursements for costs incurred by us in advertising the vendor’s product or service, the amount we receive is recorded as an offset to “Marketing” on our consolidated statements of operations.
Fulfillment
Fulfillment costs primarily consist of those costs incurred in operating and staffing our North America and International segments’ fulfillment centers, customer service centers, and physical stores, including costs attributable to buying, receiving, inspecting, and warehousing inventories; picking, packaging, and preparing customer orders for shipment; payment processing and related transaction costs, including costs associated with our guarantee for certain seller transactions; responding to inquiries from customers; and supply chain management for our manufactured electronic devices. Fulfillment costs also include amounts paid to third parties that assist us in fulfillment and customer service operations.
Marketing
Marketing costs primarily consist of targeted online advertising, payroll and related expenses for personnel engaged in marketing and selling activities, and television advertising. We pay commissions to participants in our Associates program when their customer referrals result in product sales and classify such costs as “Marketing” on our consolidated statements of operations. We also participate in cooperative advertising arrangements with certain of our vendors, and other third parties.
Advertising and other promotional costs are expensed as incurred and were $3.8 billion, $5.0 billion, and $6.3 billion in 2015, 2016, and 2017. Prepaid advertising costs were not significant as of December 31, 2016 and 2017.
Technology and Content
Technology and content costs include payroll and related expenses for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our websites, curation and display of products and services made available on our websites, and infrastructure costs. Infrastructure costs include servers, networking equipment, and data center related depreciation, rent, utilities, and other expenses necessary to support AWS, as well as these and other efforts. Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers.
Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software and website development costs, including software used to upgrade and enhance our websites and applications supporting our business, which are capitalized and amortized over two years.
General and Administrative
General and administrative expenses primarily consist of payroll and related expenses; facilities and equipment, such as depreciation expense and rent; professional fees and litigation costs; and other general corporate costs for corporate functions, including accounting, finance, tax, legal, and human resources, among others.
Stock-Based Compensation
Compensation cost for all stock awards expected to vest is measured at fair value on the date of grant and recognized over the service period. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock, and the fair value of stock options is estimated on the date of grant using the Black-Scholes model. Such value is recognized as expense over the service period, net of estimated forfeitures, using the accelerated method. The estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including employee level, economic conditions, time remaining to vest, and historical forfeiture experience.
Other Operating Expense, Net
Other operating expense, net, consists primarily of marketing-related, contract-based, and customer-related intangible asset amortization expense, and expenses related to legal settlements.
Other Income (Expense), Net
Other income (expense), net, consists primarily of foreign currency gains (losses) of $(266) million, $21 million, and $247 million in 2015, 2016, and 2017, equity warrant valuation gains (losses) of $0 million, $67 million, and $109 million in 2015, 2016, and 2017, and realized gains (losses) on marketable securities sales of $(5) million, $(8) million, and $(7) million in 2015, 2016, and 2017.
Income Taxes
Income tax expense includes U.S. (federal and state) and foreign income taxes. Tax legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts.
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered.
Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe they will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future earnings, capital gains and investment in such jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.
We utilize a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating our tax positions and estimating our tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We include interest and penalties related to our tax contingencies in income tax expense.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
For our cash, cash equivalents, or marketable securities, we measure the fair value of money market funds and equity securities based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold any cash, cash equivalents, or marketable securities categorized as Level 3 assets as of December 31, 2016 and 2017.
As part of entering into commercial agreements, we often obtain equity warrant assets giving us the right to acquire stock of other companies. As of December 31, 2016 and 2017, these warrants had a fair value of $223 million and $441 million, and are recorded within “Other assets” on our consolidated balance sheets. The related gain (loss) recorded in “Other income (expense), net” was $0 million, $67 million, and $109 million in 2015, 2016, and 2017. These assets are primarily classified as Level 2 assets.
Cash and Cash Equivalents
We classify all highly liquid instruments with an original maturity of three months or less as cash equivalents.
Inventories
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
We provide Fulfillment by Amazon services in connection with certain of our sellers’ programs. Third-party sellers maintain ownership of their inventory, regardless of whether fulfillment is provided by us or the third-party sellers, and therefore these products are not included in our inventories.
We also purchase electronic device components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, we enter into agreements with contract manufacturers and suppliers for certain electronic device components. A portion of our reported purchase commitments arising from these agreements consists of firm, non-cancellable commitments. These commitments are based on forecasted customer demand. If we reduce these commitments, we may incur additional costs. We also have firm, non-cancellable commitments for certain products offered in our Whole Foods Market stores.
Accounts Receivable, Net and Other
Included in “Accounts receivable, net and other” on our consolidated balance sheets are amounts primarily related to customers, sellers, and vendors. As of December 31, 2016 and 2017, customer receivables, net, were $3.9 billion and $6.4 billion, seller receivables, net, were $661 million and $692 million, and vendor receivables, net, were $2.0 billion and $2.6 billion. Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory.
We estimate losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement. The allowance for doubtful accounts was $189 million, $237 million, and $348 million as of December 31, 2015, 2016, and 2017. Additions to the allowance were $289 million, $451 million, and $626 million, and deductions to the allowance were $290 million, $403 million, and $515 million in 2015, 2016, and 2017. The allowance for loan losses related to our seller receivables was not material as of December 31, 2016 and 2017.
Internal-Use Software and Website Development
Costs incurred to develop software for internal use and our websites are capitalized and amortized over the estimated useful life of the software. Costs related to design or maintenance of internal-use software and website development are expensed as incurred. For the years ended 2015, 2016, and 2017, we capitalized $642 million (including $114 million of stock-based compensation), $511 million (including $94 million of stock-based compensation), and $395 million (including $84 million of stock-based compensation) of costs associated with internal-use software and website development. Amortization of previously capitalized amounts was $635 million, $634 million, and $545 million for 2015, 2016, and 2017.
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Incentives that we receive from property and equipment vendors are recorded as a reduction in our costs. Property includes buildings and land that we own, along with property we have acquired under build-to-suit, finance, and capital lease arrangements. Equipment includes assets such as furniture and fixtures, heavy equipment, servers and networking equipment, and internal-use software and website development. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets (generally the lesser of 40 years or the remaining life of the underlying building, two years for assets such as internal-use software, three years for our servers, five years for networking equipment, five years for furniture and fixtures, and ten years for heavy equipment). Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations.
Leases and Asset Retirement Obligations
We categorize leases at their inception as either operating or capital leases. On certain of our lease agreements, we may receive rent holidays and other incentives. We recognize lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Additionally, incentives we receive are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the non-cancellable term of the lease.
We establish assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner, the facilities are accounted for as finance leases.
We establish assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs.
Goodwill
We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions.
We completed the required annual testing of goodwill for impairment for all reporting units as of April 1, 2017, and determined that goodwill is not impaired as the fair value of our reporting units substantially exceeded their book value. There were no triggering events identified from the date of our assessment through December 31, 2017 that would require an update to our annual impairment test. See “Note 4—Acquisitions, Goodwill, and Acquired Intangible Assets.”
Other Assets
Included in “Other assets” on our consolidated balance sheets are amounts primarily related to acquired intangible assets, net of amortization; video and music content, net of amortization; long-term deferred tax assets; certain equity investments; marketable securities restricted for longer than one year, the majority of which are attributable to collateralization of bank guarantees and debt related to our international operations; and equity warrant assets.
Video and Music Content
We obtain video and music content for customers through licensing agreements that have a wide range of licensing provisions, which include both fixed and variable payment schedules. When the license fee for a specific movie, television, or music title is determinable or reasonably estimable and the content is available for streaming, we recognize an asset representing the fee and a corresponding liability for the amounts owed. We relieve the liability as payments are made and we amortize the asset to “Cost of sales” on a straight-line basis or on an accelerated basis, based on estimated usage patterns, which typically ranges from one to five years. If we are unable to reasonably estimate the cost per title, no asset or liability is recorded and licensing costs are expensed as incurred. We also develop original content. Capitalized production costs associated with our original content are limited by the amount of revenue we expect to earn, which results in a portion being expensed as incurred. These capitalized costs are amortized to “Cost of sales” on an accelerated basis that follows the viewing pattern of customer streams in the first months after availability.
Investments
We generally invest our excess cash in investment grade short- to intermediate-term fixed income securities and AAA-rated money market funds. Such investments are included in “Cash and cash equivalents” or “Marketable securities” on the accompanying consolidated balance sheets. Marketable securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive loss.”
Equity investments are accounted for using the equity method of accounting if the investment gives us the ability to exercise significant influence, but not control, over an investee. Equity-method investments are included within “Other assets” on our consolidated balance sheets. Our share of the earnings or losses as reported by equity-method investees, amortization of basis differences, and related gains or losses, if any, are classified as “Equity-method investment activity, net of tax” on our consolidated statements of operations.
Equity investments without readily determinable fair values and for which we do not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified as “Other assets” on our consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments.
Equity investments that have readily determinable fair values are classified as available-for-sale and are included in “Marketable securities” on our consolidated balance sheets and are recorded at fair value with unrealized gains and losses, net of tax, included in “Accumulated other comprehensive loss.”
We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices; recent financial results and operating trends; implied values from any recent transactions or offers of investee securities; credit quality of debt instrument issuers; other publicly available information that may affect the value of our investments; duration and severity of the decline in value; and our strategy and intentions for holding the investment.
Long-Lived Assets
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable.
For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. We measure the impairment loss based on the difference between the carrying amount and estimated fair value. Long-lived assets are considered held for sale when certain criteria are met, including when management has committed to a plan to sell the asset, the asset is available for sale in its immediate condition, and the sale is probable within one year of the reporting date. Assets held for sale are reported at the lower of cost or fair value less costs to sell. Assets held for sale were not significant as of December 31, 2016 and 2017.
Accrued Expenses and Other
Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to unredeemed gift cards, leases and asset retirement obligations, current debt, acquired digital media content, and other operating expenses.
As of December 31, 2016 and 2017, our liabilities for unredeemed gift cards was $2.4 billion and $3.0 billion. We reduce the liability for a gift card when redeemed by a customer. If a gift card is not redeemed, we recognize revenue when it expires or when the likelihood of its redemption becomes remote, generally two years from the date of issuance.
Unearned Revenue
Unearned revenue is recorded when payments are received in advance of performing our service obligations and is recognized over the service period. Unearned revenue primarily relates to prepayments of Amazon Prime memberships and AWS services. Included in “Other long-term liabilities” on our consolidated balance sheets was $499 million and $1.0 billion of unearned revenue as of December 31, 2016 and 2017. The amortization of previously unearned revenue was approximately $10.0 billion and $14.3 billion in 2016 and 2017.
Foreign Currency
We have internationally-focused websites for Australia, Brazil, Canada, China, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Spain, and the United Kingdom. Net sales generated from these websites, as well as most of the related expenses directly incurred from those operations, are denominated in local functional currencies. The functional currency of our subsidiaries that either operate or support these websites is generally the same as the local currency. Assets and liabilities of these subsidiaries are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive loss,” a separate component of stockholders’ equity, and in the “Foreign currency effect on cash and cash equivalents,” on our consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Other income (expense), net” on our consolidated statements of operations. In connection with the settlement and remeasurement of intercompany balances, we recorded a loss of $215 million in 2015 and recorded gains of $62 million and $202 million in 2016 and 2017.
Accounting Pronouncements Recently Adopted
In July 2015, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) modifying the accounting for inventory. Under this ASU, the measurement principle for inventory changed from lower of cost or market value to lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The ASU is applicable to inventory that is accounted for under the first-in, first-out method. We adopted this ASU in Q1 2017 with no material impact to our consolidated financial statements.
In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. The inclusion of excess tax benefits and deficiencies as a component of our income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards depends on our stock price at the date the awards vest. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. We adopted this ASU in Q1 2017 by recording the cumulative impact through an increase in retained earnings of $687 million, and we will continue to estimate expected forfeitures. Additionally, we retrospectively adjusted our consolidated statements of cash flows to reclassify excess tax benefits of $119 million and $829 million for the year ended December 31, 2015 and 2016 from financing activities to operating activities.
Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB issued an ASU amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We will adopt this ASU on January 1, 2018 with a cumulative adjustment that will increase retained earnings by approximately $650 million rather than retrospectively adjusting prior periods. The cumulative adjustment will primarily relate to unredeemed gift cards. We will begin to recognize revenue from estimated unredeemed gift cards over the expected customer redemption period, which is substantially within nine months, rather than waiting until gift cards expire or when the likelihood of redemption becomes remote, generally two years from the date of issuance. Other changes relate to Amazon-branded electronic devices sold through retailers, which will be recognized upon sale to the retailer rather than to end customers. We also will change how we recognize and classify Amazon Prime memberships, which are currently considered arrangements with multiple deliverables that are allocated among products sales and service sales. Upon adoption of the ASU, Amazon Prime memberships will be accounted for as a single performance obligation recognized ratably over the membership period and will be classified as service sales. Other changes that we have identified relate primarily to the presentation of revenue. Certain advertising services will be classified as revenue rather than a reduction in cost of sales, and sales of apps, in-app content, and certain digital media content will primarily be presented on a net basis.
In January 2016, the FASB issued an ASU which updates certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Under this ASU, certain equity investments will be measured at fair value with changes recognized in net income. The ASU is effective for reporting periods beginning after December 15, 2017. We do not expect adoption of the ASU in Q1 2018 to have a material impact on our consolidated financial statements.
In February 2016, the FASB issued an ASU amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on our consolidated balance sheets. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We plan to adopt this ASU beginning in Q1 2019. We are currently evaluating the impact and expect the ASU will have a material impact on our consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.
In October 2016, the FASB issued an ASU amending the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intercompany asset transfer, other than transfers of inventory, when the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. We will adopt this ASU beginning in Q1 2018. We estimate the ASU will have an impact of approximately $250 million on our consolidated financial statements, including retained earnings and deferred taxes. This estimate takes into account valuation allowances that we anticipate recording against certain material deferred tax assets. Any change in our assessment of the likelihood of our ability to realize deferred tax assets will be reflected as an income tax benefit during the quarter of such change.
In November 2016, the FASB issued an ASU amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The ASU is effective retrospectively for reporting periods beginning after December 15, 2017, with early adoption permitted. We will adopt this ASU beginning in Q1 2018.
v3.8.0.1
Cash, Cash Equivalents, and Marketable Securities
12 Months Ended
Dec. 31, 2017
Investments, Debt and Equity Securities [Abstract]  
Cash, Cash Equivalents, and Marketable Securities
CASH, CASH EQUIVALENTS, AND MARKETABLE SECURITIES
As of December 31, 2016 and 2017, our cash, cash equivalents, and marketable securities primarily consisted of cash, U.S. and foreign government and agency securities, AAA-rated money market funds, and other investment grade securities. Cash equivalents and marketable securities are recorded at fair value. The following tables summarize, by major security type, our cash, cash equivalents, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):
 
 
December 31, 2016
  
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Total
Estimated
Fair Value
Cash
$
6,883

 
$

 
$

 
$
6,883

Level 1 securities:
 
 
 
 
 
 
 
Money market funds
11,940

 

 

 
11,940

Equity securities
20

 
31

 

 
51

Level 2 securities:
 
 
 
 
 
 
 
Foreign government and agency securities
337

 

 

 
337

U.S. government and agency securities
4,821

 
2

 
(7
)
 
4,816

Corporate debt securities
2,105

 
1

 
(2
)
 
2,104

Asset-backed securities
355

 

 
(2
)
 
353

Other fixed income securities
97

 

 

 
97

 
$
26,558

 
$
34

 
$
(11
)
 
$
26,581

Less: Restricted cash, cash equivalents, and marketable securities (1)
 
 
 
 
 
 
(600
)
Total cash, cash equivalents, and marketable securities
 
$
25,981

 
December 31, 2017
  
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Total
Estimated
Fair Value
Cash
$
9,982

 
$

 
$

 
$
9,982

Level 1 securities:
 
 
 
 
 
 
 
Money market funds
11,343

 

 

 
11,343

Equity securities
23

 
30

 

 
53

Level 2 securities:
 
 
 
 
 
 
 
Foreign government and agency securities
620

 

 

 
620

U.S. government and agency securities
4,841

 
1

 
(19
)
 
4,823

Corporate debt securities
4,265

 
1

 
(9
)
 
4,257

Asset-backed securities
910

 

 
(5
)
 
905

Other fixed income securities
340

 

 
(2
)
 
338

 
$
32,324

 
$
32

 
$
(35
)
 
$
32,321

Less: Restricted cash, cash equivalents, and marketable securities (1)
 
 
 
 
 
 
(1,335
)
Total cash, cash equivalents, and marketable securities
 
 
 
 
 
 
$
30,986

___________________
(1)
We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable securities as collateral for real estate leases, workers’ compensation obligations, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit. We classify cash, cash equivalents, and marketable securities with use restrictions of less than twelve months as “Accounts receivable, net and other” and of twelve months or longer as non-current “Other assets” on our consolidated balance sheets. See “Note 7—Commitments and Contingencies.”
The following table summarizes gross gains and gross losses realized on sales of available-for-sale marketable securities (in millions):

 
Year Ended December 31,
 
2015
 
2016
 
2017
Realized gains
$
2

 
$
3

 
$
5

Realized losses
7

 
11

 
11


The following table summarizes the contractual maturities of our cash equivalents and marketable fixed-income securities as of December 31, 2017 (in millions):
 
Amortized
Cost
 
Estimated
Fair Value
Due within one year
$
17,293

 
$
17,287

Due after one year through five years
4,149

 
4,129

Due after five years through ten years
302

 
300

Due after ten years
575

 
570

Total
$
22,319

 
$
22,286


Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.
v3.8.0.1
Property and Equipment
12 Months Ended
Dec. 31, 2017
Property, Plant and Equipment [Abstract]  
Property and Equipment
PROPERTY AND EQUIPMENT
Property and equipment, at cost, consisted of the following (in millions):
 
 
December 31,
 
2016
 
2017
Gross property and equipment (1):
 
 
 
Land and buildings
$
13,998

 
$
23,718

Equipment and internal-use software (2)
25,989

 
38,387

Other corporate assets
649

 
2,390

Construction in progress
1,805

 
4,078

Gross property and equipment
42,441

 
68,573

Total accumulated depreciation (1)
13,327

 
19,707

Total property and equipment, net
$
29,114

 
$
48,866

 ___________________
(1)
Excludes the original cost and accumulated depreciation of fully-depreciated assets.
(2)
Includes internal-use software of $1.4 billion and $1.1 billion as of December 31, 2016 and 2017.
Depreciation expense on property and equipment was $4.9 billion, $6.4 billion, and $8.8 billion which includes amortization of property and equipment acquired under capital leases of $2.7 billion, $3.8 billion, and $5.4 billion for 2015, 2016, and 2017. Gross assets recorded under capital leases were $17.0 billion and $26.4 billion as of December 31, 2016 and 2017. Accumulated depreciation associated with capital leases was $8.5 billion and $13.4 billion as of December 31, 2016 and 2017.
We capitalize construction in progress and record a corresponding long-term liability for build-to-suit lease agreements where we are considered the owner, for accounting purposes, during the construction period. For buildings under build-to-suit lease arrangements where we have taken occupancy, which do not qualify for sales recognition under the sale-leaseback accounting guidance, we determined that we continue to be the deemed owner of these buildings. This is principally due to our significant investment in tenant improvements. As a result, the buildings are being depreciated over the shorter of their useful lives or the related leases’ terms. Additionally, certain build-to-suit lease arrangements and finance leases provide purchase options. Upon occupancy, the long-term construction obligations are considered long-term finance lease obligations with amounts payable during the next 12 months recorded as “Accrued expenses and other.” Gross assets remaining under finance leases were $2.9 billion and $5.4 billion as of December 31, 2016 and 2017. Accumulated depreciation associated with finance leases was $361 million and $635 million as of December 31, 2016 and 2017.
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisitions, Goodwill, and Acquired Intangible Assets
ACQUISITIONS, GOODWILL, AND ACQUIRED INTANGIBLE ASSETS
Acquisition Activity
During 2015 and 2016, we acquired certain companies for an aggregate purchase price of $690 million and $103 million. The primary reason for these acquisitions, none of which were individually material to our consolidated financial statements, was to acquire technologies and know-how to enable Amazon to serve customers more effectively.
On May 12, 2017, we acquired Souq Group Ltd. (“Souq”), an e-commerce company, for approximately $583 million, net of cash acquired, and on August 28, 2017, we acquired Whole Foods Market, a grocery store chain, for approximately $13.2 billion, net of cash acquired. Both acquisitions are intended to expand our retail presence. During 2017, we also acquired certain other companies for an aggregate purchase price of $204 million. The primary reason for our other 2017 acquisitions was to acquire technologies and know-how to enable Amazon to serve customers more effectively.
Acquisition-related costs were expensed as incurred and were not significant. The valuation of certain assets and liabilities in the Whole Foods Market acquisition is preliminary and subject to change.
Purchase Price Allocation
The aggregate purchase price of the 2015 and 2016 acquisitions, and the Whole Foods Market and other 2017 acquisitions, which primarily includes the acquisition of Souq, was allocated as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
 
 
 
 
 
Whole Foods Market
 
Other 2017 Acquisitions
 
Total
 
 
 
 
 
 
 
 
 
 
Purchase Price
 
 
 
 
 
 
 
 
 
Cash paid, net of cash acquired
$
599

 
$
81

 
$
13,176

 
$
683

 
$
13,859

Stock options assumed
5

 

 

 

 

Indemnification holdback
86

 
22

 

 
104

 
104

 
$
690

 
$
103

 
$
13,176

 
$
787

 
$
13,963

Allocation
 
 
 
 
 
 
 
 
 
Goodwill
$
482

 
$
60

 
$
9,010

 
$
491

 
$
9,501

Intangible assets (1):
 
 
 
 
 
 
 
 
 
Marketing-related
3

 
2

 
1,928

 
59

 
1,987

Contract-based
1

 
1

 
407

 
33

 
440

Technology-based
208

 
53

 

 
166

 
166

Customer-related
18

 
1

 

 
54

 
54

 
230

 
57

 
2,335

 
312

 
2,647

Property and equipment
4

 
3

 
3,794

 
16

 
3,810

Deferred tax assets
55

 
17

 
95

 
22

 
117

Other assets acquired
53

 
10

 
1,711

 
147

 
1,858

Long-term debt
(3
)
 
(5
)
 
(1,158
)
 
(7
)
 
(1,165
)
Deferred tax liabilities
(85
)
 
(18
)
 
(925
)
 
(36
)
 
(961
)
Other liabilities assumed
(46
)
 
(21
)
 
(1,686
)
 
(158
)
 
(1,844
)
 
$
690

 
$
103

 
$
13,176

 
$
787

 
$
13,963

 ___________________
(1)
Intangible assets acquired in 2015, 2016, and the other 2017 acquisitions have estimated useful lives of between one and six years, one and seven years, and one and seven years, with weighted-average amortization periods of five years, five years, and four years. Acquired intangible assets for Whole Foods Market have estimated useful lives of between one and twenty-five years, with a weighted-average amortization period of twenty-three years, primarily driven by the Whole Foods Market trade name.
The fair value of assumed stock options, estimated using the Black-Scholes model, and restricted stock units of $9 million, $0 million, and $0 million for 2015, 2016, and 2017 will be expensed over the remaining service period. We determined the estimated fair value of identifiable intangible assets acquired primarily by using the income approach. These assets are included within “Other assets” on our consolidated balance sheets and are being amortized to operating expenses on a straight-line basis over their estimated useful lives.
Pro Forma Financial Information - 2017 Acquisition Activity (unaudited)
The acquired companies were consolidated into our financial statements starting on their respective acquisition dates. The aggregate net sales and operating loss of Whole Foods Market consolidated into our financial statements since the date of acquisition was $5.8 billion and $(24) million for the year ended December 31, 2017. The aggregate net sales and operating loss of other acquisitions consolidated into our financial statements since the respective dates of acquisition was $482 million and $(142) million for the year ended December 31, 2017. The following financial information, which excludes certain acquired companies for which the pro forma impact is not meaningful, presents our results as if the acquisitions during the year ended December 31, 2017 had occurred on January 1, 2016 (in millions):
  
  
Twelve Months Ended 
 December 31,
 
2016
 
2017
Net sales
$
152,283

 
$
187,890

Net income
$
2,148

 
$
2,940



These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are not the results that would have been realized had the acquisitions actually occurred on January 1, 2016 and are not necessarily indicative of our consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting, primarily interest expense related to the proceeds from the issuance of the August 2017 Notes used in connection with the acquisition of Whole Foods Market, depreciation of property and equipment, and amortization of intangible assets.
Goodwill
The goodwill of the acquired companies is primarily related to expected improvements in technology performance and functionality, as well as sales growth from future product and service offerings and new customers, together with certain intangible assets that do not qualify for separate recognition. The goodwill of the acquired companies is generally not deductible for tax purposes. The following summarizes our goodwill activity in 2016 and 2017 by segment (in millions):
 
 
North
America
 
International
 
AWS
 
Consolidated
Goodwill - January 1, 2016
$
2,012

 
$
719

 
$
1,028

 
$
3,759

New acquisitions
30

 
13

 
17

 
60

Other adjustments (1)
2

 
(38
)
 
1

 
(35
)
Goodwill - December 31, 2016
2,044

 
694

 
1,046

 
3,784

New acquisitions (2)
9,115

 
368

 
18

 
9,501

Other adjustments (1)
6

 
46

 
13

 
65

Goodwill - December 31, 2017
$
11,165

 
$
1,108

 
$
1,077

 
$
13,350

 ___________________
(1)
Primarily includes changes in foreign exchange rates.
(2)
Primarily includes the acquisition of Whole Foods Market in the North America segment and Souq in the International segment.
Intangible Assets
Acquired intangible assets, included within “Other assets” on our consolidated balance sheets, consist of the following (in millions):
 
 
December 31,
 
 
 
2016
 
2017
 
 
  
Acquired
Intangibles,
Gross (1)
 
Accumulated
Amortization (1)
 
Acquired
Intangibles,
Net
 
Acquired
Intangibles,
Gross (1)
 
Accumulated
Amortization (1)
 
Acquired
Intangibles,
Net
 
Weighted
Average Life
Remaining
Marketing-related
$
499

 
$
(299
)
 
$
200

 
$
2,486

 
$
(418
)
 
$
2,068

 
23.0
Contract-based
397

 
(212
)
 
185

 
1,013

 
(213
)
 
800

 
13.0
Technology- and content-based
705

 
(353
)
 
352

 
640

 
(252
)
 
388

 
4.4
Customer-related
299

 
(182
)
 
117

 
283

 
(168
)
 
115

 
2.1
Acquired intangibles (2)
$
1,900

 
$
(1,046
)
 
$
854

 
$
4,422

 
$
(1,051
)
 
$
3,371

 
17.8
 ___________________
(1)
Excludes the original cost and accumulated amortization of fully-amortized intangibles.
(2)
Intangible assets have estimated useful lives of between one and twenty-five years.
Amortization expense for acquired intangibles was $270 million, $287 million, and $366 million in 2015, 2016, and 2017. Expected future amortization expense of acquired intangible assets as of December 31, 2017 is as follows (in millions):
 
Year Ended December 31,
2018
$
377

2019
337

2020
258

2021
214

2022
178

Thereafter
1,998

 
$
3,362

v3.8.0.1
Long-Term Debt
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Long-Term Debt
LONG-TERM DEBT
As of December 31, 2017, we had $24.3 billion of unsecured senior notes outstanding (the “Notes”), including $17.0 billion of notes issued and assumed in connection with our August 2017 acquisition of Whole Foods Market. As of December 31, 2016 and 2017, the net unamortized discount on the Notes was $90 million and $99 million. We also have other long-term debt with a carrying amount, including the current portion and borrowings under our credit facility, of $588 million and $692 million as of December 31, 2016 and 2017. The face value of our total long-term debt obligations is as follows (in millions):
 
December 31,
 
2016
 
2017
1.200% Notes due on November 29, 2017
$
1,000

 
$

2.600% Notes due on December 5, 2019 (2)
1,000

 
1,000

1.900% Notes due on August 21, 2020 (3)

 
1,000

3.300% Notes due on December 5, 2021 (2)
1,000

 
1,000

2.500% Notes due on November 29, 2022 (1)
1,250

 
1,250

2.400% Notes due on February 22, 2023 (3)

 
1,000

2.800% Notes due on August 22, 2024 (3)

 
2,000

3.800% Notes due on December 5, 2024 (2)
1,250

 
1,250

5.200% Notes due on December 3, 2025 (4)

 
1,000

3.150% Notes due on August 22, 2027 (3)

 
3,500

4.800% Notes due on December 5, 2034 (2)
1,250

 
1,250

3.875% Notes due on August 22, 2037 (3)

 
2,750

4.950% Notes due on December 5, 2044 (2)
1,500

 
1,500

4.050% Notes due on August 22, 2047 (3)

 
3,500

4.250% Notes due on August 22, 2057 (3)

 
2,250

Credit Facility
495

 
592

Other long-term debt
93

 
100

Total debt
8,838

 
24,942

Less current portion of long-term debt
(1,056
)
 
(100
)
Face value of long-term debt
$
7,782

 
$
24,842


_____________________________
(1)
Issued in November 2012, effective interest rate of the 2022 Notes were 2.66%.
(2)
Issued in December 2014, effective interest rates of the 2019, 2021, 2024, 2034, and 2044 Notes were 2.73%, 3.43%, 3.90%, 4.92%, and 5.11%.
(3)
Issued in August 2017, effective interest rates of the 2020, 2023, 2024, 2027, 2037, 2047, and 2057 Notes were 2.16%, 2.56%, 2.95%, 3.25%, 3.94%, 4.13%, and 4.33%.
(4)
Consists of $872 million of 2025 Notes issued in December 2017 in exchange for notes assumed in connection with the acquisition of Whole Foods Market and $128 million of 2025 Notes issued by Whole Foods Market that did not participate in our December 2017 exchange offer. The effective interest rate of the 2025 Notes was 3.02%.
Interest on the Notes issued in 2012 is payable semi-annually in arrears in May and November. Interest on the Notes issued in 2014 is payable semi-annually in arrears in June and December. Interest on the Notes issued in 2017 is payable semi-annually in arrears in February and August. Interest on the 2025 Notes is payable semi-annually in arrears in June and December. We may redeem the Notes at any time in whole, or from time to time, in part at specified redemption prices. We are not subject to any financial covenants under the Notes. The proceeds from the November 2012 and December 2014 Notes were used for general corporate purposes. The proceeds from the August 2017 Notes were used to fund the consideration for the acquisition of Whole Foods Market, to repay the 1.200% Notes due November 2017, and for general corporate purposes. The estimated fair value of the Notes was approximately $8.7 billion and $25.7 billion as of December 31, 2016 and 2017, which is based on quoted prices for our debt as of those dates.
In October 2016, we entered into a $500 million secured revolving credit facility with a lender that is secured by certain seller receivables, which we subsequently increased to $600 million and may from time to time increase in the future subject to lender approval (the “Credit Facility”). The Credit Facility is available for a term of three years, bears interest at the London interbank offered rate (“LIBOR”) plus 1.65%, and has a commitment fee of 0.50% on the undrawn portion. There was $495 million and $592 million of borrowings outstanding under the Credit Facility as of December 31, 2016 and 2017, which had a weighted-average interest rate of 2.3% and 2.7% as of December 31, 2016 and 2017. As of December 31, 2017, we have pledged $686 million of our cash and seller receivables as collateral for debt related to our Credit Facility. The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2016 and 2017.
In December 2017, we conducted an exchange offer related to the $1.0 billion 5.200% senior notes due 2025 assumed in our acquisition of Whole Foods Market. In connection with the exchange offer, we issued $872 million aggregate principal amount of new Amazon 5.200% senior notes due 2025, and $128 million aggregate principal amount of Whole Foods Market’s previously issued notes remained outstanding. We also amended the Whole Foods Market indenture to eliminate substantially all the restrictive covenants and certain events of default from the remaining Whole Foods Market notes.
The other debt, including the current portion, had a weighted-average interest rate of 3.4% and 5.8% as of December 31, 2016 and 2017. We used the net proceeds from the issuance of this debt primarily to fund certain business operations. The estimated fair value of the other long-term debt, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2016 and 2017.
As of December 31, 2017, future principal payments for our total debt were as follows (in millions):
 
Year Ended December 31,
2018
$
100

2019
1,334

2020
1,258

2021
1,000

2022
1,250

Thereafter
20,000

 
$
24,942


In May 2016, we entered into an unsecured revolving credit facility (the “Credit Agreement”) with a syndicate of lenders that provides us with a borrowing capacity of up to $3.0 billion. The Credit Agreement has a term of three years, but it may be extended for up to three additional one-year terms if approved by the lenders. The initial interest rate applicable to outstanding balances under the Credit Agreement is LIBOR plus 0.60%, with a commitment fee of 0.05% on the undrawn portion of the credit facility, under our current credit ratings. If our credit ratings are downgraded these rates could increase to as much as LIBOR plus 1.00% and 0.09%, respectively. There were no borrowings outstanding under the credit agreements as of December 31, 2016 and 2017.
v3.8.0.1
Other Long-Term Liabilities
12 Months Ended
Dec. 31, 2017
Other Liabilities Disclosure [Abstract]  
Other Long-Term Liabilities
OTHER LONG-TERM LIABILITIES
Our other long-term liabilities are summarized as follows (in millions):
 
December 31,
 
2016
 
2017
Long-term capital lease obligations
$
5,080

 
$
8,438

Long-term finance lease obligations
2,439

 
4,745

Construction liabilities
714

 
1,350

Tax contingencies
1,395

 
1,004

Long-term deferred tax liabilities
392

 
990

Other
2,587

 
4,448

Total other long-term liabilities
$
12,607

 
$
20,975


Capital and Finance Leases
Certain of our equipment, primarily related to technology infrastructure, and buildings have been acquired under capital leases. Long-term capital lease obligations are as follows (in millions):
 
December 31, 2017
Gross capital lease obligations
$
14,811

Less imputed interest
(534
)
Present value of net minimum lease payments
14,277

Less current portion of capital lease obligations
(5,839
)
Total long-term capital lease obligations
$
8,438


We continue to be the deemed owner after occupancy of certain facilities that were constructed as build-to-suit lease arrangements and previously reflected as “Construction liabilities.” As such, these arrangements are accounted for as finance leases. Long-term finance lease obligations are as follows (in millions):
 
December 31, 2017
Gross finance lease obligations
$
6,265

Less imputed interest
(1,238
)
Present value of net minimum lease payments
5,027

Less current portion of finance lease obligations
(282
)
Total long-term finance lease obligations
$
4,745


Construction Liabilities
We capitalize construction in progress and record a corresponding long-term liability for build-to-suit lease agreements where we are considered the owner during the construction period for accounting purposes. These liabilities primarily relate to our corporate buildings and fulfillment, sortation, delivery, and data centers.
Tax Contingencies
We have recorded reserves for tax contingencies, inclusive of accrued interest and penalties, for U.S. and foreign income taxes. These reserves primarily relate to transfer pricing, research and development credits, and state income taxes, and are presented net of offsetting deferred tax assets related to net operating losses and tax credits. See “Note 10—Income Taxes” for discussion of tax contingencies.
v3.8.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
COMMITMENTS AND CONTINGENCIES
Commitments
We have entered into non-cancellable operating, capital, and finance leases for equipment and office, fulfillment, sortation, delivery, data center, physical store, and renewable energy facilities. Rental expense under operating lease agreements was $1.1 billion, $1.4 billion, and $2.2 billion for 2015, 2016, and 2017.
The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of December 31, 2017 (in millions):
 
Year Ended December 31,
 
 
 
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Debt principal and interest
$
967

 
$
2,234

 
$
2,111

 
$
1,834

 
$
2,050

 
$
31,799

 
$
40,995

Capital lease obligations, including interest (1)
6,084

 
4,788

 
2,590

 
557

 
262

 
530

 
14,811

Finance lease obligations, including interest (2)
445

 
460

 
466

 
476

 
472

 
3,946

 
6,265

Operating leases
2,427

 
2,376

 
2,258

 
2,039

 
1,813

 
11,935

 
22,848

Unconditional purchase obligations (3)
3,527

 
3,561

 
3,195

 
3,039

 
2,922

 
7,956

 
24,200

Other commitments (4) (5)
1,584

 
1,016

 
733

 
571

 
438

 
4,744

 
9,086

Total commitments
$
15,034

 
$
14,435

 
$
11,353

 
$
8,516

 
$
7,957

 
$
60,910

 
$
118,205

___________________
(1)
Excluding interest, current capital lease obligations of $4.0 billion and $5.8 billion are recorded within “Accrued expenses and other” as of December 31, 2016 and 2017, and $5.1 billion and $8.4 billion are recorded within “Other long-term liabilities” as of December 31, 2016 and 2017.
(2)
Excluding interest, current finance lease obligations of $144 million and $282 million are recorded within “Accrued expenses and other” as of December 31, 2016 and 2017, and $2.4 billion and $4.7 billion are recorded within “Other long-term liabilities” as of December 31, 2016 and 2017.
(3)
Includes unconditional purchase obligations related to certain products offered in our Whole Foods Market stores and long-term agreements to acquire and license digital media content that are not reflected on the consolidated balance sheets. For those digital media content agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified.
(4)
Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements and equipment lease arrangements that have not been placed in service and digital media content liabilities associated with long-term digital media content assets with initial terms greater than one year.
(5)
Excludes $2.3 billion of accrued tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.
Pledged Assets
As of December 31, 2016 and 2017, we have pledged or otherwise restricted $715 million and $1.4 billion of our cash, cash equivalents, and marketable securities, and certain property and equipment as collateral for real estate leases, workers’ compensation obligations, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit.
Suppliers
During 2017, no vendor accounted for 10% or more of our purchases. We generally do not have long-term contracts or arrangements with our vendors to guarantee the availability of merchandise, particular payment terms, or the extension of credit limits.
Other Contingencies
In 2016, we determined that we processed and delivered orders of consumer products for certain individuals and entities located outside Iran covered by the Iran Threat Reduction and Syria Human Rights Act or other United States sanctions and export control laws. The consumer products included books, music, other media, apparel, home and kitchen, health and beauty, jewelry, office, consumer electronics, software, lawn and patio, grocery, and automotive products. Our review is ongoing and we have voluntarily reported these orders to the United States Treasury Department’s Office of Foreign Assets Control and the United States Department of Commerce’s Bureau of Industry and Security. We intend to cooperate fully with OFAC and BIS with respect to their review, which may result in the imposition of penalties. For additional information, see Item 9B of Part II, “Other Information — Disclosure Pursuant to Section 13(r) of the Exchange Act.”
We are subject to claims related to various indirect taxes (such as sales, value added, consumption, service, and similar taxes), including in jurisdictions in which we already collect and remit such taxes. If the relevant taxing authorities were successfully to pursue these claims, we could be subject to significant additional tax liabilities. For example, in June 2017, the State of South Carolina issued an assessment for uncollected sales and use taxes for the period from January 2016 to March 2016, including interest and penalties. South Carolina is alleging that we should have collected sales and use taxes on transactions by our third-party sellers. We believe the assessment is without merit. If South Carolina or other states were successfully to seek additional adjustments of a similar nature, we could be subject to significant additional tax liabilities. We intend to defend ourselves vigorously in this matter.
Legal Proceedings
The Company is involved from time to time in claims, proceedings, and litigation, including the following:
In November 2007, an Austrian copyright collection society, Austro-Mechana, filed lawsuits against Amazon.com International Sales, Inc., Amazon EU S.à r.l., Amazon.de GmbH, Amazon.com GmbH, and Amazon Logistik in the Commercial Court of Vienna, Austria and in the District Court of Munich, Germany seeking to collect a tariff on blank digital media sold by our EU-based retail websites to customers located in Austria. In July 2008, the German court stayed the German case pending a final decision in the Austrian case. In July 2010, the Austrian court ruled in favor of Austro-Mechana and ordered us to report all sales of products to which the tariff potentially applies for a determination of damages. We contested Austro-Mechana’s claim and in September 2010 commenced an appeal in the Commercial Court of Vienna. We lost this appeal and in March 2011 commenced an appeal in the Supreme Court of Austria. In October 2011, the Austrian Supreme Court referred the case to the European Court of Justice (“ECJ”). In July 2013, the ECJ ruled that EU law does not preclude application of the tariff where certain conditions are met and directed the case back to the Austrian Supreme Court for further proceedings. In October 2013, the Austrian Supreme Court referred the case back to the Commercial Court of Vienna for further fact finding to determine whether the tariff on blank digital media meets the conditions set by the ECJ. In August 2015, the Commercial Court of Vienna ruled that the Austrian tariff regime does not meet the conditions the ECJ set and dismissed Austro-Mechana’s claims. In September 2015, Austro-Mechana appealed that judgment to the Higher Commercial Court of Vienna. In December 2015, the Higher Commercial Court of Vienna confirmed that the Austrian tariff regime does not meet the conditions the ECJ set and dismissed Austro-Mechana’s appeal. In February 2016, Austro-Mechana appealed that judgment to the Austrian Supreme Court. In March 2017, the Austrian Supreme Court ruled in favor of Austro-Mechana and referred the case back to the Commercial Court of Vienna for further proceedings. A number of additional actions have been filed making similar allegations. In December 2012, a German copyright collection society, Zentralstelle für private Überspielungsrechte (“ZPU”), filed a complaint against Amazon EU S.à r.l., Amazon Media EU S.à r.l., Amazon Services Europe S.à r.l., Amazon Payments Europe SCA, Amazon Europe Holding Technologies SCS, and Amazon Eurasia Holdings S.à r.l. in the District Court of Luxembourg seeking to collect a tariff on blank digital media sold by the Amazon.de retail website to customers located in Germany. In January 2013, a Belgian copyright collection society, AUVIBEL, filed a complaint against Amazon EU S.à r.l. in the Court of First Instance of Brussels, Belgium, seeking to collect a tariff on blank digital media sold by the Amazon.fr retail website to customers located in Belgium. In November 2013, the Belgian court ruled in favor of AUVIBEL and ordered us to report all sales of products to which the tariff potentially applies for a determination of damages. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
Beginning in August 2013, a number of complaints were filed alleging, among other things, that Amazon.com, Inc. and several of its subsidiaries failed to compensate hourly workers for time spent waiting in security lines and otherwise violated federal and state wage and hour statutes and common law. In August 2013, Busk v. Integrity Staffing Solutions, Inc. and Amazon.com, Inc. was filed in the United States District Court for the District of Nevada, and Vance v. Amazon.com, Inc., Zappos.com Inc., another affiliate of Amazon.com, Inc., and Kelly Services, Inc. was filed in the United States District Court for the Western District of Kentucky. In September 2013, Allison v. Amazon.com, Inc. and Integrity Staffing Solutions, Inc. was filed in the United States District Court for the Western District of Washington, and Johnson v. Amazon.com, Inc. and an affiliate of Amazon.com, Inc. was filed in the United States District Court for the Western District of Kentucky. In October 2013, Davis v. Amazon.com, Inc., an affiliate of Amazon.com, Inc., and Integrity Staffing Solutions, Inc. was filed in the United States District Court for the Middle District of Tennessee. The plaintiffs variously purport to represent a nationwide class of certain current and former employees under the Fair Labor Standards Act and/or state-law-based subclasses for certain current and former employees in states including Arizona, California, Pennsylvania, South Carolina, Kentucky, Washington, and Nevada, and one complaint asserts nationwide breach of contract and unjust enrichment claims. The complaints seek an unspecified amount of damages, interest, injunctive relief, and attorneys’ fees. We have been named in several other similar cases. In December 2014, the Supreme Court ruled in Busk that time spent waiting for and undergoing security screening is not compensable working time under the federal wage and hour statute. In February 2015, the courts in those actions alleging only federal law claims entered stipulated orders dismissing those actions without prejudice. In March 2016, the United States District Court for the Western District of Kentucky dismissed the Vance case with prejudice. In April 2016, the plaintiffs appealed the district court’s judgment to the United States Court of Appeals for the Federal Circuit. In March 2017, the court of appeals affirmed the district court’s decision. In June 2017, the United States District Court for the Western District of Kentucky dismissed the Busk and Saldana cases with prejudice. We dispute any remaining allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In March 2014, Kaavo, Inc. filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. for patent infringement in the United States District Court for the District of Delaware. The complaint alleges, among other things, that Amazon Web Services’ Elastic Beanstalk and CloudFormation infringe U.S. Patent No. 8,271,974, entitled “Cloud Computing Lifecycle Management For N-Tier Applications.” The complaint seeks injunctive relief, an unspecified amount of damages, costs, and interest. In July 2015, Kaavo Inc. filed another complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the District of Delaware. The 2015 complaint alleges, among other things, that CloudFormation infringes U.S. Patent No. 9,043,751, entitled “Methods And Devices For Managing A Cloud Computing Environment.” The 2015 complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, and interest. In September 2017, the 2015 case was stayed pending resolution of a review petition we filed with the United States Patent and Trademark Office. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In December 2014, Smartflash LLC and Smartflash Technologies Limited filed a complaint against Amazon.com, Inc., Amazon.com, LLC, AMZN Mobile, LLC, Amazon Web Services, Inc. and Audible, Inc. for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that Amazon Appstore, Amazon Instant Video, Amazon Music, Audible Audiobooks, the Amazon Mobile Ad Network, certain Kindle and Fire devices, Kindle e-bookstore, Amazon’s proprietary Android operating system, and the servers involved in operating Amazon Appstore, Amazon Instant Video, Amazon Music, the Fire TV app, Audible Audiobooks, Cloud Drive, Cloud Player, Amazon Web Services, and Amazon Mobile Ad Network infringe seven related U.S. Patents: Nos. 7,334,720; 7,942,317; 8,033,458; 8,061,598; 8,118,221; 8,336,772; and 8,794,516, all entitled “Data Storage and Access Systems.” The complaint seeks an unspecified amount of damages, an injunction, enhanced damages, attorneys’ fees, costs, and interest. In May 2015, the case was stayed until further notice. In March 2017, in an unrelated lawsuit, the United States Court of Appeals for the Federal Circuit entered judgment invalidating all asserted claims of U.S. Patent Nos. 7,334,720; 8,118,221; and 8,336,772. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In March 2015, Zitovault, LLC filed a complaint against Amazon.com, Inc., Amazon.com, LLC, Amazon Web Services, Inc., and Amazon Web Services, LLC for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleges that Elastic Compute Cloud, Virtual Private Cloud, Elastic Load Balancing, Auto-Scaling, and Elastic Beanstalk infringe U.S. Patent No. 6,484,257, entitled “System and Method for Maintaining N Number of Simultaneous Cryptographic Sessions Using a Distributed Computing Environment.” The complaint seeks injunctive relief, an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, and interest. In January 2016, the case was transferred to the United States District Court for the Western District of Washington. In June 2016, the case was stayed pending resolution of a review petition we filed with the United States Patent and Trademark Office. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
Beginning in September 2015, two cases have been filed alleging that Amazon violated the Fair Credit Reporting Act with regard to processes undertaken to perform criminal background checks on candidates for employment and employees. In September 2015, Hargrett v. Amazon.com LLC and Amazon.comdedc, LLC was filed in the U.S. District Court for the Middle District of Florida. In August 2017, Mathis v. Amazon.comdedc, LLC and Accurate Background, LLC was filed in the U.S. District Court for the Middle District of Florida. The plaintiffs variously purport to represent a nationwide class of certain candidates for employment and employees who were subject to a background check, and allege that Amazon failed either to provide proper disclosures before obtaining background checks or to provide appropriate notice before using background check information in employment decisions. The complaints seek an unspecified amount of statutory damages, punitive damages, costs, and attorneys’ fees. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
In November 2015, Eolas Technologies, Inc. filed a complaint against Amazon.com, Inc. in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that the use of “interactive features” on www.amazon.com, including “search suggestions and search results,” infringes U.S. Patent No. 9,195,507, entitled “Distributed Hypermedia Method and System for Automatically Invoking External Application Providing Interaction and Display of Embedded Objects Within A Hypermedia Document.” The complaint sought a judgment of infringement together with costs and attorneys’ fees. In February 2016, Eolas filed an amended complaint seeking, among other things, an unspecified amount of damages. In February 2017, Eolas alleged in its damages report that in the event of a finding of liability Amazon could be subject to $130-$250 million in damages. In April 2017, the case was transferred to the United States District Court for the Northern District of California. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
In October 2017, SRC Labs, LLC and Saint Regis Mohawk Tribe filed a complaint for patent infringement against Amazon Web Services, Inc., Amazon.com, Inc., and VADATA, Inc. in the United States District Court for the Eastern District of Virginia. The complaint alleges, among other things, that certain AWS EC2 Instances infringe U.S. Patent Nos. 6,434,687, entitled “System and method for accelerating web site access and processing utilizing a computer system incorporating reconfigurable processors operating under a single operating system image”; 7,149,867, entitled “System and method of enhancing efficiency and utilization of memory bandwidth in reconfigurable hardware”; 7,225,324 and 7,620,800, both entitled “Multi-adaptive processing systems and techniques for enhancing parallelism and performance of computational functions”; and 9,153,311, entitled “System and method for retaining DRAM data when reprogramming reconfigurable devices with DRAM memory controllers.” The complaint seeks an unspecified amount of damages, enhanced damages, interest, and a compulsory on-going royalty. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter.
The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. In addition, for the matters disclosed above that do not include an estimate of the amount of loss or range of losses, such an 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 from the application of non-monetary remedies.
See also “Note 10—Income Taxes.”
v3.8.0.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stockholders' Equity
STOCKHOLDERS’ EQUITY
Preferred Stock
We have authorized 500 million shares of $0.01 par value preferred stock. No preferred stock was outstanding for any period presented.
Common Stock
Common shares outstanding plus shares underlying outstanding stock awards totaled 490 million, 497 million, and 504 million, as of December 31, 2015, 2016, and 2017. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.
Stock Repurchase Activity
In February 2016, the Board of Directors authorized a program to repurchase up to $5.0 billion of our common stock, with no fixed expiration. This stock repurchase authorization replaced the previous $2.0 billion stock repurchase authorization, approved by the Board of Directors in 2010. There were no repurchases of common stock in 2015, 2016, or 2017.
Stock Award Plans
Employees vest in restricted stock unit awards and stock options over the corresponding service term, generally between two and five years.
Stock Award Activity
Stock options outstanding, which were primarily obtained through acquisitions, totaled 0.2 million, 0.1 million, and 0.1 million, as of December 31, 2015, 2016, and 2017.
Stock-based compensation expense is as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
Cost of sales (1)
$

 
$
16

 
$
47

Fulfillment
482

 
657

 
911

Marketing
190

 
323

 
511

Technology and content
1,224

 
1,664

 
2,305

General and administrative
223

 
315

 
441

Total stock-based compensation expense (2)
$
2,119

 
$
2,975

 
$
4,215


___________________
(1)
Beginning in 2016, stock-based compensation expense was recorded to cost of sales for eligible employees providing delivery services.
(2)
The related tax benefits were $593 million, $907 million, and $860 million for 2015, 2016, and 2017. In 2017, the tax benefit reflects the permanent reduction in the U.S. statutory corporate tax rate from 35% to 21%.
The following table summarizes our restricted stock unit activity (in millions):
 
Number of Units
 
Weighted Average
Grant-Date
Fair Value
Outstanding as of January 1, 2015
17.4

 
$
285

Units granted
9.8

 
426

Units vested
(5.6
)
 
253

Units forfeited
(2.7
)
 
321

Outstanding as of December 31, 2015
18.9

 
362

Units granted
9.3

 
660

Units vested
(6.1
)
 
321

Units forfeited
(2.3
)
 
440

Outstanding as of December 31, 2016
19.8

 
506

Units granted
8.9

 
946

Units vested
(6.8
)
 
400

Units forfeited
(1.8
)
 
649

Outstanding as of December 31, 2017
20.1

 
$
725


Scheduled vesting for outstanding restricted stock units as of December 31, 2017, is as follows (in millions):
 
Year Ended  
 
 
 
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Scheduled vesting—restricted stock units
7.3

 
7.3

 
3.6

 
1.6

 
0.1

 
0.2

 
20.1


As of December 31, 2017, there was $6.4 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation is recognized on an accelerated basis with approximately half of the compensation expected to be expensed in the next twelve months, and has a weighted-average recognition period of 1.1 years. The estimated forfeiture rate as of December 31, 2015, 2016, and 2017 was 28%. Changes in our estimates and assumptions relating to forfeitures may cause us to realize material changes in stock-based compensation expense in the future.
During 2015, 2016, and 2017, the fair value of restricted stock units that vested was $2.7 billion, $4.3 billion, and $6.8 billion.
As matching contributions under our 401(k) savings plan, we granted 0.1 million shares of common stock in 2016 and 2017. Shares granted as matching contributions under our 401(k) plan are included in outstanding common stock when issued, and recorded as stock-based compensation expense.
Common Stock Available for Future Issuance
As of December 31, 2017, common stock available for future issuance to employees is 116 million shares.
v3.8.0.1
Accumulated Other Comprehensive Loss
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Accumulated Other Comprehensive Loss
ACCUMULATED OTHER COMPREHENSIVE LOSS
Changes in the composition of accumulated other comprehensive loss for 2015, 2016, and 2017 are as follows (in millions):
 
 
Foreign currency
translation
adjustments
 
Unrealized gains on
available-for-sale
securities
 
Total
Balances as of January 1, 2015
 
$
(512
)
 
$
1

 
$
(511
)
Other comprehensive income (loss)
 
(210
)
 
(2
)
 
(212
)
Balances as of December 31, 2015
 
(722
)
 
(1
)
 
(723
)
Other comprehensive income (loss)
 
(279
)
 
17

 
(262
)
Balances as of December 31, 2016
 
(1,001
)
 
16

 
(985
)
Other comprehensive income (loss)
 
533

 
(32
)
 
501

Balances as of December 31, 2017
 
$
(468
)
 
$
(16
)
 
$
(484
)

Amounts included in accumulated other comprehensive loss are recorded net of their related income tax effects.
v3.8.0.1
Income Taxes
12 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Income Taxes
INCOME TAXES
In 2015, 2016, and 2017, we recorded net tax provisions of $950 million, $1.4 billion, and $769 million. We have tax benefits relating to excess stock-based compensation deductions and accelerated depreciation deductions that are being utilized to reduce our U.S. taxable income. Cash taxes paid, net of refunds, were $273 million, $412 million, and $957 million for 2015, 2016, and 2017.
The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. The 2017 Tax Act also enhanced and extended through 2026 the option to claim accelerated depreciation deductions on qualified property. We have not completed our determination of the accounting implications of the 2017 Tax Act on our tax accruals. However, we have reasonably estimated the effects of the 2017 Tax Act and recorded provisional amounts in our financial statements as of December 31, 2017. We recorded a provisional tax benefit for the impact of the 2017 Tax Act of approximately $789 million. This amount is primarily comprised of the remeasurement of federal net deferred tax liabilities resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35%, after taking into account the mandatory one-time tax on the accumulated earnings of our foreign subsidiaries. The amount of this one-time tax is not material. As we complete our analysis of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made.

The components of the provision for income taxes, net are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
Current taxes:
 
 
 
 
 
U.S. Federal
$
215

 
$
1,136

 
$
(137
)
U.S. State
237

 
208

 
211

International
417

 
327

 
724

Current taxes
869

 
1,671

 
798

Deferred taxes:
 
 
 
 
 
U.S. Federal
473

 
116

 
(202
)
U.S. State
(171
)
 
(31
)
 
(26
)
International
(221
)
 
(331
)
 
199

Deferred taxes
81

 
(246
)
 
(29
)
Provision for income taxes, net
$
950

 
$
1,425

 
$
769


U.S. and international components of income before income taxes are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
U.S.
$
2,186

 
$
4,551

 
$
5,630

International
(618
)
 
(659
)
 
(1,824
)
Income (loss) before income taxes
$
1,568

 
$
3,892

 
$
3,806


The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
Income taxes computed at the federal statutory rate
$
549

 
$
1,362

 
$
1,332

Effect of:
 
 
 
 
 
Impact of foreign tax differential
350

 
(69
)
 
1,178

State taxes, net of federal benefits
37

 
110

 
114

Tax credits
(99
)
 
(119
)
 
(220
)
Stock-based compensation (1)
149

 
189

 
(917
)
Domestic production activities deduction
(44
)
 
(94
)
 

Impact of 2017 Tax Act

 

 
(789
)
Other, net
8

 
46

 
71

Total
$
950

 
$
1,425

 
$
769


___________________
(1)
Includes non-deductible stock-based compensation and beginning in 2017, excess tax benefits from stock-based compensation. For 2017, our tax provision includes $1.3 billion of excess tax benefits from stock-based compensation.
Our provision for income taxes in 2016 was higher than in 2015 primarily due to an increase in U.S. pre-tax income, partially offset by an increase in the proportion of foreign losses for which we may realize a tax benefit, an increase in tax amortization deductions, and a decline in the proportion of nondeductible expenses. We have recorded valuation allowances against the deferred tax assets associated with losses for which we may not realize a related tax benefit.
Our provision for income taxes in 2017 was lower than in 2016 primarily due to excess tax benefits from stock-based compensation and the provisional favorable effect of the 2017 Tax Act, partially offset by an increase in the proportion of foreign losses for which we may not realize a tax benefit and audit-related developments.
We regularly assess whether it is more likely than not that we will realize our deferred tax assets in each taxing jurisdiction in which we operate. In performing this assessment with respect to each jurisdiction, we review all available evidence, including recent cumulative loss experience and expectations of future earnings, capital gains, and investment in such jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors. In Q2 2017, we recognized an estimated charge to tax expense of $600 million to record a valuation allowance against the net deferred tax assets in Luxembourg.
The 2017 Tax Act includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts.
Deferred income tax assets and liabilities are as follows (in millions):
 
December 31,
 
2016
 
2017 (6)
Deferred tax assets (1):
 
 
 
Loss carryforwards U.S. - Federal/States (2)
$
198

 
$
211

Loss carryforwards - Foreign (3)
1,062

 
2,149

Accrued liabilities, reserves, & other expenses
968

 
901

Stock-based compensation
1,073

 
1,026

Deferred revenue
330

 
349

Assets held for investment
66

 
35

Depreciation & amortization
179

 
279

Other items
171

 
167

Tax credits (4)
39

 
381

Total gross deferred tax assets
4,086

 
5,498

Less valuation allowance (5)
(1,012
)
 
(2,538
)
Deferred tax assets, net of valuation allowance
3,074

 
2,960

Deferred tax liabilities:
 
 
 
Depreciation & amortization
(2,332
)
 
(2,568
)
Acquisition related intangible assets
(226
)
 
(531
)
Other items
(62
)
 
(58
)
Net deferred tax assets (liabilities), net of valuation allowance
$
454

 
$
(197
)
 ___________________
(1)
Deferred tax assets related to net operating losses and tax credits are presented net of tax contingencies.
(2)
Excluding $18 million of deferred tax assets as of December 31, 2016, related to net operating losses that result from excess stock-based compensation. Beginning in 2017, losses resulting from excess stock-based compensation are now recognized immediately as a result of the adoption of new accounting guidance.
(3)
Excluding $9 million of deferred tax assets as of December 31, 2016, related to net operating losses that result from excess stock-based compensation. Beginning in 2017, losses resulting from excess stock-based compensation are now recognized immediately as a result of the adoption of new accounting guidance.
(4)
Excluding $659 million of deferred tax assets as of December 31, 2016, related to tax credits that result from excess stock-based compensation. Beginning in 2017, losses resulting from excess stock-based compensation are now recognized immediately as a result of the adoption of new accounting guidance.
(5)
Relates primarily to deferred tax assets that would only be realizable upon the generation of net income in certain foreign taxing jurisdictions and future capital gains.
(6)
We recorded a provisional adjustment to our federal deferred income tax assets and liabilities as of December 31, 2017 to reflect the reduction in the U.S. statutory federal corporate tax rate from 35% to 21% resulting from the 2017 Tax Act.
As of December 31, 2017, our federal, foreign, and state net operating loss carryforwards for income tax purposes were approximately $226 million, $8.0 billion, and $858 million. The federal, foreign, and state net operating loss carryforwards are subject to limitations under Section 382 of the Internal Revenue Code and applicable foreign and state tax law. If not utilized, a portion of the federal, foreign, and state net operating loss carryforwards will begin to expire in 2023, 2018, and 2019, respectively. As of December 31, 2017, our tax credit carryforwards for income tax purposes were approximately $1.1 billion. If not utilized, a portion of the tax credit carryforwards will begin to expire in 2021. As of December 31, 2017, our federal capital loss carryforwards for income tax purposes was approximately $359 million. If not utilized, a portion of the capital loss carryforwards will begin to expire in 2019.
Tax Contingencies
We are subject to income taxes in the U.S. (federal and state) and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.
The reconciliation of our tax contingencies is as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
Gross tax contingencies – January 1
$
710

 
$
1,181

 
$
1,710

Gross increases to tax positions in prior periods
254

 
355

 
223

Gross decreases to tax positions in prior periods
(22
)
 
(133
)
 
(139
)
Gross increases to current period tax positions
242

 
308

 
518

Lapse of statute of limitations
(3
)
 
(1
)
 
(3
)
Gross tax contingencies – December 31 (1)
$
1,181

 
$
1,710

 
$
2,309

 ___________________
(1)
As of December 31, 2017, we had $2.3 billion of accrued tax contingencies, of which $1.2 billion, if fully recognized, would decrease our effective tax rate.
As of December 31, 2016 and 2017, we had accrued interest and penalties, net of federal income tax benefit, related to tax contingencies of $67 million and $107 million. Interest and penalties, net of federal income tax benefit, recognized for the years ended December 31, 2015, 2016, and 2017 was $18 million, $9 million, and $40 million.
We are under examination, or may be subject to examination, by the Internal Revenue Service (“IRS”) for the calendar year 2005 and thereafter. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses with respect to years under examination as well as subsequent periods. As previously disclosed, we have received Notices of Proposed Adjustment (“NOPAs”) from the IRS for transactions undertaken in the 2005 and 2006 calendar years relating to transfer pricing with our foreign subsidiaries. The IRS is seeking to increase our U.S. taxable income by an amount that would result in additional federal tax of approximately $1.5 billion, subject to interest. On March 23, 2017, the U.S. Tax Court issued its decision regarding the issues raised in the IRS NOPAs. The Tax Court rejected the approach from the IRS NOPAs in determining transfer pricing adjustments in 2005 and 2006 for the transactions undertaken with our foreign subsidiaries and adopted, with adjustments, our suggested approach. On September 29, 2017, the IRS filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit. We will continue to defend ourselves vigorously in this matter. If the Tax Court decision were reversed on appeal or if the IRS were to successfully assert transfer pricing adjustments of a similar nature to the NOPAs for transactions in subsequent years, we could be subject to significant additional tax liabilities.
Certain of our subsidiaries were under examination or investigation by the French Tax Administration (“FTA”) for calendar year 2006 and thereafter. In September 2012, we received proposed tax assessment notices for calendar years 2006 through 2010 relating to the allocation of income between foreign jurisdictions. In June 2015, we received final tax collection notices for these years assessing additional French taxes, interest, and penalties through September 2012. In December 2017, we settled this dispute with the FTA and included the impact thereof within our financial statements. In addition, in October 2014, the European Commission opened a formal investigation to examine whether decisions by the tax authorities in Luxembourg with regard to the corporate income tax paid by certain of our subsidiaries comply with European Union rules on state aid. On October 4, 2017, the European Commission announced its decision that determinations by the tax authorities in Luxembourg did not comply with European Union rules on state aid. This decision orders Luxembourg to calculate and recover additional taxes from us for the period May 2006 through June 2014. We believe this decision to be without merit and will consider our legal options, including an appeal. In December 2017, Luxembourg appealed the European Commission’s decision. While the European Commission announced an estimated recovery amount of approximately €250 million, plus interest, the actual amount of additional taxes subject to recovery is to be calculated by the Luxembourg tax authorities in accordance with the European Commission’s guidance. Once the recovery amount is computed by Luxembourg, we anticipate funding it, including interest, into escrow, where it will remain pending conclusion of all appeals. We may be required to fund into escrow an amount in excess of the estimated recovery amount announced by the European Commission. We are also subject to taxation in various states and other foreign jurisdictions including Canada, China, Germany, India, Japan, Luxembourg, and the United Kingdom. We are under, or may be subject to, audit or examination and additional assessments by the relevant authorities in respect of these particular jurisdictions primarily for 2008 and thereafter.
We expect the total amount of tax contingencies will grow in 2018. In addition, changes in state, federal, and foreign tax laws may increase our tax contingencies. The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued. It is reasonably possible that within the next 12 months we will receive additional assessments by various tax authorities or possibly reach resolution of income tax examinations in one or more jurisdictions. These assessments or settlements could result in changes to our contingencies related to positions on tax filings in years through 2017. The actual amount of any change could vary significantly depending on the ultimate timing and nature of any settlements. We cannot currently provide an estimate of the range of possible outcomes.
v3.8.0.1
Segment Information
12 Months Ended
Dec. 31, 2017
Segment Reporting [Abstract]  
Segment Information
SEGMENT INFORMATION
We have organized our operations into three segments: North America, International, and AWS. We allocate to segment results the operating expenses “Fulfillment,” “Marketing,” “Technology and content,” and “General and administrative” based on usage, which is generally reflected in the segment in which the costs are incurred. The majority of technology infrastructure costs are allocated to the AWS segment based on usage. The majority of the remaining non-infrastructure technology costs are incurred in the U.S. and are allocated to our North America segment. In Q1 2017, we combined stock-based compensation and “Other operating expense, net” with operating expenses in our presentation of segment results. The results of Whole Foods Market are included in our North America and International segments based on physical location. There are no internal revenue transactions between our reportable segments. These segments reflect the way our chief operating decision maker evaluates the Company’s business performance and manages its operations.
North America
The North America segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through North America-focused websites such as www.amazon.com, www.amazon.ca, and www.amazon.com.mx. This segment includes export sales from these websites.
International
The International segment primarily consists of amounts earned from retail sales of consumer products (including from sellers) and subscriptions through internationally-focused websites such as www.amazon.com.au, www.amazon.com.br, www.amazon.cn, www.amazon.fr, www.amazon.de, www.amazon.in, www.amazon.it, www.amazon.co.jp, www.amazon.nl, www.amazon.es, and www.amazon.co.uk. This segment includes export sales from these internationally-focused websites (including export sales from these sites to customers in the U.S., Mexico, and Canada), but excludes export sales from our North American websites.
AWS
The AWS segment consists of amounts earned from global sales of compute, storage, database, and other service offerings for start-ups, enterprises, government agencies, and academic institutions.


Information on reportable segments and reconciliation to consolidated net income (loss) is as follows (in millions):
  
Year Ended December 31,
 
2015
 
2016
 
2017
North America
 
 
 
 
 
Net sales
$
63,708

 
$
79,785

 
$
106,110

Operating expenses
62,283

 
77,424

 
103,273

Operating income
$
1,425

 
$
2,361

 
$
2,837

International
 
 
 
 
 
Net sales
$
35,418

 
$
43,983

 
$
54,297

Operating expenses
36,117

 
45,266

 
57,359

Operating income (loss)
$
(699
)
 
$
(1,283
)
 
$
(3,062
)
AWS
 
 
 
 
 
Net sales
$
7,880

 
$
12,219

 
$
17,459

Operating expenses
6,373

 
9,111

 
13,128

Operating income
$
1,507

 
$
3,108

 
$
4,331

Consolidated
 
 
 
 
 
Net sales
$
107,006

 
$
135,987

 
$
177,866

Operating expenses
104,773

 
131,801

 
173,760

Operating income
2,233

 
4,186

 
4,106

Total non-operating income (expense)
(665
)
 
(294
)
 
(300
)
Provision for income taxes
(950
)
 
(1,425
)
 
(769
)
Equity-method investment activity, net of tax
(22
)
 
(96
)
 
(4
)
Net income
$
596

 
$
2,371

 
$
3,033


Net sales by groups of similar products and services is as follows (in millions):
  
Year Ended December 31,
 
2015
 
2016
 
2017
Net Sales:
 
 
 
 
 
Online stores (1)
$
76,863

 
$
91,431

 
$
108,354

Physical stores (2)

 

 
5,798

Third-party seller services (3)
16,086

 
22,993

 
31,881

Subscription services (4)
4,467

 
6,394

 
9,721

AWS
7,880

 
12,219

 
17,459

Other (5)
1,710

 
2,950

 
4,653

Consolidated
$
107,006

 
$
135,987

 
$
177,866

___________________
(1)
Includes product sales and digital media content where we record revenue gross. We leverage our retail infrastructure to offer a wide selection of consumable and durable goods that includes media products available in both a physical and digital format, such as books, music, videos, games, and software. These product sales include digital products sold on a transactional basis. Digital product subscriptions that provide unlimited viewing or usage rights are included in Subscription services.
(2)
Includes product sales where our customers physically select items in a store.
(3)
Includes commissions, related fulfillment and shipping fees, and other third-party seller services.
(4)
Includes annual and monthly fees associated with Amazon Prime membership, as well as audiobook, e-book, digital video, digital music, and other non-AWS subscription services.
(5)
Includes sales not otherwise included above, such as certain advertising services and our co-branded credit card agreements.

Net sales generated from our internationally-focused websites are denominated in local functional currencies. Revenues are translated at average rates prevailing throughout the period. Net sales attributed to countries that represent a significant portion of consolidated net sales are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
United States
$
70,537

 
$
90,349

 
$
120,486

Germany
11,816

 
14,148

 
16,951

United Kingdom
9,033

 
9,547

 
11,372

Japan
8,264

 
10,797

 
11,907

Rest of world
7,356

 
11,146

 
17,150

Consolidated
$
107,006

 
$
135,987

 
$
177,866


Total segment assets exclude corporate assets, such as cash and cash equivalents, marketable securities, other long-term investments, corporate facilities, goodwill and other acquired intangible assets, capitalized internal-use software and website development costs, and tax assets. Technology infrastructure assets are allocated among the segments based on usage, with the majority allocated to the AWS segment. Total segment assets reconciled to consolidated amounts are as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
North America (1)
$
16,772

 
$
22,225

 
$
35,844

International (1)
7,754

 
10,429

 
18,014

AWS (2)
9,787

 
12,698

 
18,660

Corporate
30,434

 
38,050

 
58,792

Consolidated
$
64,747

 
$
83,402

 
$
131,310

___________________
(1)
North America and International segment assets primarily consist of property and equipment, inventory, and accounts receivable.
(2)
AWS segment assets primarily consist of property and equipment and accounts receivable.

Property and equipment, net by segment is as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
North America
$
6,707

 
$
10,143

 
$
20,401

International
2,266

 
3,448

 
7,425

AWS
8,356

 
10,300

 
14,885

Corporate
4,509

 
5,223

 
6,155

Consolidated
$
21,838

 
$
29,114

 
$
48,866


Total net additions to property and equipment by segment are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
North America (1)
$
2,485

 
$
5,132

 
$
13,200

International (1)
658

 
1,680

 
5,196

AWS (2)
4,681

 
5,193

 
9,190

Corporate
1,801

 
1,580

 
2,197

Consolidated
$
9,625

 
$
13,585

 
$
29,783

___________________
(1)
Includes property and equipment added under capital leases of $938 million, $1.5 billion, and $2.9 billion in 2015, 2016, and 2017, and under other financing arrangements of $219 million, $849 million, and $2.9 billion in 2015, 2016, and 2017.
(2)
Includes property and equipment added under capital leases of $3.7 billion, $4.0 billion, and $7.3 billion in 2015, 2016, and 2017, and under finance leases of $81 million, $75 million, and $134 million in 2015, 2016, and 2017.
U.S. property and equipment, net was $16.8 billion, $22.0 billion, and $35.5 billion, in 2015, 2016, and 2017, and rest of world property and equipment, net was $5.0 billion, $7.1 billion, and $13.4 billion in 2015, 2016, and 2017. Except for the U.S., property and equipment, net, in any single country was less than 10% of consolidated property and equipment, net.
Depreciation expense, including amortization of capitalized internal-use software and website development costs and other corporate property and equipment depreciation expense, are allocated to all segments based on usage. Total depreciation expense, by segment, is as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
North America
$
1,551

 
$
1,971

 
$
3,029

International
822

 
930

 
1,278

AWS
2,576

 
3,461

 
4,524

Consolidated
$
4,949

 
$
6,362

 
$
8,831

v3.8.0.1
Quarterly Results (Unaudited)
12 Months Ended
Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Results (Unaudited)
QUARTERLY RESULTS (UNAUDITED)
The following tables contain selected unaudited statement of operations information for each quarter of 2016 and 2017. The following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Our business is affected by seasonality, which historically has resulted in higher sales volume during our fourth quarter. Unaudited quarterly results are as follows (in millions, except per share data):
 
 
Year Ended December 31, 2016 (1)
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Net sales
 
$
29,128

 
$
30,404

 
$
32,714

 
$
43,741

Operating income
 
1,071

 
1,285

 
575

 
1,255

Income before income taxes
 
1,056

 
1,179

 
491

 
1,166

Provision for income taxes
 
(475
)
 
(307
)
 
(229
)
 
(414
)
Net income (loss)
 
513

 
857

 
252

 
749

Basic earnings per share
 
1.09

 
1.81

 
0.53

 
1.57

Diluted earnings per share
 
1.07

 
1.78

 
0.52

 
1.54

Shares used in computation of earnings per share:
 
 
 
 
 
 
 
 
Basic
 
471

 
473

 
474

 
476

Diluted
 
481

 
483

 
485

 
486

 
 
Year Ended December 31, 2017 (1)
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter (2)
 
Fourth
Quarter (2)
Net sales
 
$
35,714

 
$
37,955

 
$
43,744

 
$
60,453

Operating income
 
1,005

 
628

 
347

 
2,127

Income before income taxes
 
953

 
666

 
316

 
1,872

Provision for income taxes
 
(229
)
 
(467
)
 
(58
)
 
(16
)
Net income (loss)
 
724

 
197

 
256

 
1,856

Basic earnings per share
 
1.52

 
0.41

 
0.53

 
3.85

Diluted earnings per share
 
1.48

 
0.40

 
0.52

 
3.75

Shares used in computation of earnings per share:
 
 
 
 
 
 
 
 
Basic
 
477

 
479

 
481

 
483

Diluted
 
490

 
492

 
494

 
496

 ___________________
(1)
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.
(2)
We acquired Whole Foods Market on August 28, 2017. The results of Whole Foods Market have been included in our results of operation from the date of acquisition. See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 4—Acquisitions, Goodwill, and Acquired Intangible Assets” for additional information regarding this transaction.
v3.8.0.1
Description of Business and Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Segment Information
We have organized our operations into three segments: North America, International, and AWS.
Prior Period Reclassifications
Prior Period Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation, including the expanded presentation of “Net cash provided by (used in) investing activities” on our consolidated statements of cash flows and the allocation of stock-based compensation to “Other operating expense, net” in the segment results within “Note 11 - Segment Information.” These revised segment results reflect the way our chief operating decision maker evaluates the Company’s business performance and manages its operations. In addition, excess tax benefits from stock-based compensation were reclassified from “Net cash provided by (used in) financing activities” to “Net cash provided by (used in) operating activities” on our consolidated statements of cash flows as a result of the adoption of new accounting guidance.
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements include the accounts of Amazon.com, Inc., its wholly-owned subsidiaries, and those entities in which we have a variable interest and of which we are the primary beneficiary, including certain entities in India and China and that support our seller lending financing activities (collectively, the “Company”). Intercompany balances and transactions between consolidated entities are eliminated. The financial results of Whole Foods Market, Inc. (“Whole Foods Market”) have been included in our consolidated financial statements from the date of acquisition on August 28, 2017.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, determining the selling price of products and services in multiple element revenue arrangements and determining the amortization period of these elements, incentive discount offers, sales returns, vendor funding, stock-based compensation forfeiture rates, income taxes, valuation and impairment of investments, inventory valuation and inventory purchase commitments, collectability of receivables, valuation of acquired intangibles and goodwill, depreciable lives of property and equipment, internal-use software and website development costs, acquisition purchase price allocations, investments in equity interests, and contingencies. Actual results could differ materially from those estimates.
Earnings per Share
Earnings per Share
Basic earnings per share is calculated using our weighted-average outstanding common shares. Diluted earnings per share is calculated using our weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method. In periods when we have a net loss, stock awards are excluded from our calculation of earnings per share as their inclusion would have an antidilutive effect.
Revenue
Revenue
We recognize revenue from product sales or services rendered when the following four criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or service has been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Revenue arrangements with multiple deliverables are divided into separate units and revenue is allocated using estimated selling prices if we do not have vendor-specific objective evidence or third-party evidence of the selling prices of the deliverables. We allocate the arrangement price to each of the elements based on the relative selling prices of each element. Estimated selling prices are management’s best estimates of the prices that we would charge our customers if we were to sell the standalone elements separately and include considerations of customer demand, prices charged by us and others for similar deliverables, and the price if largely based on the cost of producing the product or service.
Sales of certain of our digital devices are considered arrangements with multiple deliverables, consisting of the device, undelivered software upgrades and/or undelivered non-software services such as cloud services. The revenue allocated to the device, which is the substantial portion of the total sale price, and related costs are generally recognized upon delivery. Revenue related to undelivered software upgrades and/or undelivered non-software services is deferred and recognized generally on a straight-line basis over the estimated period the software upgrades and non-software services are expected to be provided for each of these devices.
Sales of Amazon Prime memberships are also considered arrangements with multiple deliverables, including shipping benefits, Prime Video, Prime Music, Prime Photos, and access to the Kindle Owners’ Lending Library. The revenue related to the deliverables is amortized over the life of the membership based on the estimated delivery of services. Amazon Prime membership fees are allocated between product sales and service sales. Costs to deliver Amazon Prime benefits are recognized as cost of sales as incurred. As we add more benefits to the Prime membership, we update the method of determining the estimated selling prices of each element as well as the allocation of Prime membership fees.
We evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when we are primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. We generally record the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. Such amounts earned are determined using fixed fees, a percentage of seller revenues, per-unit activity fees, or some combination thereof.
Product sales represent revenue from the sale of products and related shipping fees and digital media content where we record revenue gross. Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier or the customer. Amazon’s electronic devices sold through retailers are recognized at the point of sale to consumers.
Service sales represent third-party seller fees earned (including commissions) and related shipping fees, AWS sales, certain digital content subscriptions, certain advertising services, and our co-branded credit card agreements. Service sales, net of promotional discounts and return allowances, are recognized when service has been rendered.
Return allowances, which reduce revenue and cost of sales, are estimated using historical experience. Allowance for returns was $153 million, $156 million, and $62 million as of December 31, 2015, 2016, and 2017. Additions to the allowance were $1.3 billion, $1.5 billion, and $1.8 billion, and deductions to the allowance were $1.3 billion, $1.5 billion, and $1.9 billion in 2015, 2016, and 2017. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. Additionally, we periodically provide incentive offers to our customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by our customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by our customers, are treated as a reduction to purchase price based on estimated future redemption rates. Redemption rates are estimated using our historical experience for similar inducement offers. Current discount offers and inducement offers are presented as a net amount in “Total net sales.”
Cost of Sales
Cost of Sales
Cost of sales primarily consists of the purchase price of consumer products, digital media content costs where we record revenue gross, including video and music, packaging supplies, sortation and delivery centers and related equipment costs, and inbound and outbound shipping costs, including where we are the transportation service provider. Shipping costs to receive products from our suppliers are included in our inventory, and recognized as cost of sales upon sale of products to our customers. Payment processing and related transaction costs, including those associated with seller transactions, are classified in “Fulfillment” on our consolidated statements of operations.
Vendor Agreements
Vendor Agreements
We have agreements with our vendors to receive funds for advertising services, cooperative marketing efforts, promotions, and volume rebates. We generally consider amounts received from vendors to be a reduction of the prices we pay for their goods, including property and equipment, or services, and therefore record those amounts as a reduction of the cost of inventory, cost of services, or cost of property and equipment. Vendor rebates are typically dependent upon reaching minimum purchase thresholds. We evaluate the likelihood of reaching purchase thresholds using past experience and current year forecasts. When volume rebates can be reasonably estimated, we record a portion of the rebate as we make progress towards the purchase threshold.
When we receive direct reimbursements for costs incurred by us in advertising the vendor’s product or service, the amount we receive is recorded as an offset to “Marketing” on our consolidated statements of operations.
Fulfillment
Fulfillment
Fulfillment costs primarily consist of those costs incurred in operating and staffing our North America and International segments’ fulfillment centers, customer service centers, and physical stores, including costs attributable to buying, receiving, inspecting, and warehousing inventories; picking, packaging, and preparing customer orders for shipment; payment processing and related transaction costs, including costs associated with our guarantee for certain seller transactions; responding to inquiries from customers; and supply chain management for our manufactured electronic devices. Fulfillment costs also include amounts paid to third parties that assist us in fulfillment and customer service operations.
Marketing
Marketing
Marketing costs primarily consist of targeted online advertising, payroll and related expenses for personnel engaged in marketing and selling activities, and television advertising. We pay commissions to participants in our Associates program when their customer referrals result in product sales and classify such costs as “Marketing” on our consolidated statements of operations. We also participate in cooperative advertising arrangements with certain of our vendors, and other third parties.
Advertising and other promotional costs are expensed as incurred
Technology and Content
Technology and Content
Technology and content costs include payroll and related expenses for employees involved in the research and development of new and existing products and services, development, design, and maintenance of our websites, curation and display of products and services made available on our websites, and infrastructure costs. Infrastructure costs include servers, networking equipment, and data center related depreciation, rent, utilities, and other expenses necessary to support AWS, as well as these and other efforts. Collectively, these costs reflect the investments we make in order to offer a wide variety of products and services to our customers.
Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software and website development costs, including software used to upgrade and enhance our websites and applications supporting our business, which are capitalized and amortized over two years.
General and Administrative
General and Administrative
General and administrative expenses primarily consist of payroll and related expenses; facilities and equipment, such as depreciation expense and rent; professional fees and litigation costs; and other general corporate costs for corporate functions, including accounting, finance, tax, legal, and human resources, among others.
Stock-Based Compensation
Stock-Based Compensation
Compensation cost for all stock awards expected to vest is measured at fair value on the date of grant and recognized over the service period. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock, and the fair value of stock options is estimated on the date of grant using the Black-Scholes model. Such value is recognized as expense over the service period, net of estimated forfeitures, using the accelerated method. The estimated number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including employee level, economic conditions, time remaining to vest, and historical forfeiture experience.
Other Operating Expense, Net
Other Operating Expense, Net
Other operating expense, net, consists primarily of marketing-related, contract-based, and customer-related intangible asset amortization expense, and expenses related to legal settlements.
Other Income (Expense), Net
Other Income (Expense), Net
Other income (expense), net, consists primarily of foreign currency gains (losses) of $(266) million, $21 million, and $247 million in 2015, 2016, and 2017, equity warrant valuation gains (losses) of $0 million, $67 million, and $109 million in 2015, 2016, and 2017, and realized gains (losses) on marketable securities sales of $(5) million, $(8) million, and $(7) million in 2015, 2016, and 2017.
Income Taxes
Income Taxes
Income tax expense includes U.S. (federal and state) and foreign income taxes. Tax legislation commonly known as the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) includes a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, we intend to continue to invest most or all of these earnings, as well as our capital in these subsidiaries, indefinitely outside of the U.S. and do not expect to incur any significant, additional taxes related to such amounts.
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered.
Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe they will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent cumulative loss experience and expectations of future earnings, capital gains and investment in such jurisdiction, the carry-forward periods available to us for tax reporting purposes, and other relevant factors.
We utilize a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating our tax positions and estimating our tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We include interest and penalties related to our tax contingencies in income tax expense.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.
For our cash, cash equivalents, or marketable securities, we measure the fair value of money market funds and equity securities based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. We did not hold any cash, cash equivalents, or marketable securities categorized as Level 3 assets as of December 31, 2016 and 2017.
As part of entering into commercial agreements, we often obtain equity warrant assets giving us the right to acquire stock of other companies. As of December 31, 2016 and 2017, these warrants had a fair value of $223 million and $441 million, and are recorded within “Other assets” on our consolidated balance sheets. The related gain (loss) recorded in “Other income (expense), net” was $0 million, $67 million, and $109 million in 2015, 2016, and 2017. These assets are primarily classified as Level 2 assets.
Cash and Cash Equivalents
Cash and Cash Equivalents
We classify all highly liquid instruments with an original maturity of three months or less as cash equivalents.
Inventories
Inventories
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
We provide Fulfillment by Amazon services in connection with certain of our sellers’ programs. Third-party sellers maintain ownership of their inventory, regardless of whether fulfillment is provided by us or the third-party sellers, and therefore these products are not included in our inventories.
We also purchase electronic device components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate supply, we enter into agreements with contract manufacturers and suppliers for certain electronic device components. A portion of our reported purchase commitments arising from these agreements consists of firm, non-cancellable commitments. These commitments are based on forecasted customer demand. If we reduce these commitments, we may incur additional costs. We also have firm, non-cancellable commitments for certain products offered in our Whole Foods Market stores.
Accounts Receivable, Net and Other
Accounts Receivable, Net and Other
Included in “Accounts receivable, net and other” on our consolidated balance sheets are amounts primarily related to customers, sellers, and vendors. As of December 31, 2016 and 2017, customer receivables, net, were $3.9 billion and $6.4 billion, seller receivables, net, were $661 million and $692 million, and vendor receivables, net, were $2.0 billion and $2.6 billion. Seller receivables are amounts due from sellers related to our seller lending program, which provides funding to sellers primarily to procure inventory.
We estimate losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that all contractual payments due will not be collected in accordance with the terms of the agreement.
Internal-Use Software and Website Development
Internal-Use Software and Website Development
Costs incurred to develop software for internal use and our websites are capitalized and amortized over the estimated useful life of the software. Costs related to design or maintenance of internal-use software and website development are expensed as incurred.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Incentives that we receive from property and equipment vendors are recorded as a reduction in our costs. Property includes buildings and land that we own, along with property we have acquired under build-to-suit, finance, and capital lease arrangements. Equipment includes assets such as furniture and fixtures, heavy equipment, servers and networking equipment, and internal-use software and website development. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets (generally the lesser of 40 years or the remaining life of the underlying building, two years for assets such as internal-use software, three years for our servers, five years for networking equipment, five years for furniture and fixtures, and ten years for heavy equipment). Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations.
Leases
Leases and Asset Retirement Obligations
We categorize leases at their inception as either operating or capital leases. On certain of our lease agreements, we may receive rent holidays and other incentives. We recognize lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Additionally, incentives we receive are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the non-cancellable term of the lease.
We establish assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner, the facilities are accounted for as finance leases.
We establish assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs.
Asset Retirement Obligations
Leases and Asset Retirement Obligations
We categorize leases at their inception as either operating or capital leases. On certain of our lease agreements, we may receive rent holidays and other incentives. We recognize lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Additionally, incentives we receive are treated as a reduction of our costs over the term of the agreement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the non-cancellable term of the lease.
We establish assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent we are involved in the construction of structural improvements or take construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, we assess whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner, the facilities are accounted for as finance leases.
We establish assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease period into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs.
Goodwill
Goodwill
We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, we may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If our qualitative assessment indicates that goodwill impairment is more likely than not, we perform a two-step impairment test. We test goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions.
We completed the required annual testing of goodwill for impairment for all reporting units as of April 1, 2017, and determined that goodwill is not impaired as the fair value of our reporting units substantially exceeded their book value. There were no triggering events identified from the date of our assessment through December 31, 2017 that would require an update to our annual impairment test.
Other Assets
Other Assets
Included in “Other assets” on our consolidated balance sheets are amounts primarily related to acquired intangible assets, net of amortization; video and music content, net of amortization; long-term deferred tax assets; certain equity investments; marketable securities restricted for longer than one year, the majority of which are attributable to collateralization of bank guarantees and debt related to our international operations; and equity warrant assets.
Video and Music Content
Video and Music Content
We obtain video and music content for customers through licensing agreements that have a wide range of licensing provisions, which include both fixed and variable payment schedules. When the license fee for a specific movie, television, or music title is determinable or reasonably estimable and the content is available for streaming, we recognize an asset representing the fee and a corresponding liability for the amounts owed. We relieve the liability as payments are made and we amortize the asset to “Cost of sales” on a straight-line basis or on an accelerated basis, based on estimated usage patterns, which typically ranges from one to five years. If we are unable to reasonably estimate the cost per title, no asset or liability is recorded and licensing costs are expensed as incurred. We also develop original content. Capitalized production costs associated with our original content are limited by the amount of revenue we expect to earn, which results in a portion being expensed as incurred. These capitalized costs are amortized to “Cost of sales” on an accelerated basis that follows the viewing pattern of customer streams in the first months after availability.
Investments
Investments
We generally invest our excess cash in investment grade short- to intermediate-term fixed income securities and AAA-rated money market funds. Such investments are included in “Cash and cash equivalents” or “Marketable securities” on the accompanying consolidated balance sheets. Marketable securities are classified as available-for-sale and reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive loss.”
Equity investments are accounted for using the equity method of accounting if the investment gives us the ability to exercise significant influence, but not control, over an investee. Equity-method investments are included within “Other assets” on our consolidated balance sheets. Our share of the earnings or losses as reported by equity-method investees, amortization of basis differences, and related gains or losses, if any, are classified as “Equity-method investment activity, net of tax” on our consolidated statements of operations.
Equity investments without readily determinable fair values and for which we do not have the ability to exercise significant influence are accounted for using the cost method of accounting and classified as “Other assets” on our consolidated balance sheets. Under the cost method, investments are carried at cost and are adjusted only for other-than-temporary declines in fair value, certain distributions, and additional investments.
Equity investments that have readily determinable fair values are classified as available-for-sale and are included in “Marketable securities” on our consolidated balance sheets and are recorded at fair value with unrealized gains and losses, net of tax, included in “Accumulated other comprehensive loss.”
We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices; recent financial results and operating trends; implied values from any recent transactions or offers of investee securities; credit quality of debt instrument issuers; other publicly available information that may affect the value of our investments; duration and severity of the decline in value; and our strategy and intentions for holding the investment.
Long-Lived Assets
Long-Lived Assets
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable.
For long-lived assets used in operations, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. We measure the impairment loss based on the difference between the carrying amount and estimated fair value. Long-lived assets are considered held for sale when certain criteria are met, including when management has committed to a plan to sell the asset, the asset is available for sale in its immediate condition, and the sale is probable within one year of the reporting date. Assets held for sale are reported at the lower of cost or fair value less costs to sell.
Accrued Expenses and Other
Accrued Expenses and Other
Included in “Accrued expenses and other” on our consolidated balance sheets are liabilities primarily related to unredeemed gift cards, leases and asset retirement obligations, current debt, acquired digital media content, and other operating expenses.
As of December 31, 2016 and 2017, our liabilities for unredeemed gift cards was $2.4 billion and $3.0 billion. We reduce the liability for a gift card when redeemed by a customer. If a gift card is not redeemed, we recognize revenue when it expires or when the likelihood of its redemption becomes remote, generally two years from the date of issuance.
Unearned Revenue
Unearned Revenue
Unearned revenue is recorded when payments are received in advance of performing our service obligations and is recognized over the service period. Unearned revenue primarily relates to prepayments of Amazon Prime memberships and AWS services.
Foreign Currency
Foreign Currency
We have internationally-focused websites for Australia, Brazil, Canada, China, France, Germany, India, Italy, Japan, Mexico, the Netherlands, Spain, and the United Kingdom. Net sales generated from these websites, as well as most of the related expenses directly incurred from those operations, are denominated in local functional currencies. The functional currency of our subsidiaries that either operate or support these websites is generally the same as the local currency. Assets and liabilities of these subsidiaries are translated into U.S. Dollars at period-end foreign exchange rates, and revenues and expenses are translated at average rates prevailing throughout the period. Translation adjustments are included in “Accumulated other comprehensive loss,” a separate component of stockholders’ equity, and in the “Foreign currency effect on cash and cash equivalents,” on our consolidated statements of cash flows. Transaction gains and losses including intercompany transactions denominated in a currency other than the functional currency of the entity involved are included in “Other income (expense), net” on our consolidated statements of operations.
Accounting Pronouncements Recently Adopted and Accounting Pronouncements Not Yet Adopted
Accounting Pronouncements Recently Adopted
In July 2015, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) modifying the accounting for inventory. Under this ASU, the measurement principle for inventory changed from lower of cost or market value to lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The ASU is applicable to inventory that is accounted for under the first-in, first-out method. We adopted this ASU in Q1 2017 with no material impact to our consolidated financial statements.
In March 2016, the FASB issued an ASU amending the accounting for stock-based compensation and requiring excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. The inclusion of excess tax benefits and deficiencies as a component of our income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards depends on our stock price at the date the awards vest. This guidance also requires excess tax benefits to be presented as an operating activity on the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. We adopted this ASU in Q1 2017 by recording the cumulative impact through an increase in retained earnings of $687 million, and we will continue to estimate expected forfeitures. Additionally, we retrospectively adjusted our consolidated statements of cash flows to reclassify excess tax benefits of $119 million and $829 million for the year ended December 31, 2015 and 2016 from financing activities to operating activities.
Accounting Pronouncements Not Yet Adopted
In May 2014, the FASB issued an ASU amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We will adopt this ASU on January 1, 2018 with a cumulative adjustment that will increase retained earnings by approximately $650 million rather than retrospectively adjusting prior periods. The cumulative adjustment will primarily relate to unredeemed gift cards. We will begin to recognize revenue from estimated unredeemed gift cards over the expected customer redemption period, which is substantially within nine months, rather than waiting until gift cards expire or when the likelihood of redemption becomes remote, generally two years from the date of issuance. Other changes relate to Amazon-branded electronic devices sold through retailers, which will be recognized upon sale to the retailer rather than to end customers. We also will change how we recognize and classify Amazon Prime memberships, which are currently considered arrangements with multiple deliverables that are allocated among products sales and service sales. Upon adoption of the ASU, Amazon Prime memberships will be accounted for as a single performance obligation recognized ratably over the membership period and will be classified as service sales. Other changes that we have identified relate primarily to the presentation of revenue. Certain advertising services will be classified as revenue rather than a reduction in cost of sales, and sales of apps, in-app content, and certain digital media content will primarily be presented on a net basis.
In January 2016, the FASB issued an ASU which updates certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Under this ASU, certain equity investments will be measured at fair value with changes recognized in net income. The ASU is effective for reporting periods beginning after December 15, 2017. We do not expect adoption of the ASU in Q1 2018 to have a material impact on our consolidated financial statements.
In February 2016, the FASB issued an ASU amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on our consolidated balance sheets. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We plan to adopt this ASU beginning in Q1 2019. We are currently evaluating the impact and expect the ASU will have a material impact on our consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.
In October 2016, the FASB issued an ASU amending the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intercompany asset transfer, other than transfers of inventory, when the transfer occurs. For intercompany transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. We will adopt this ASU beginning in Q1 2018. We estimate the ASU will have an impact of approximately $250 million on our consolidated financial statements, including retained earnings and deferred taxes. This estimate takes into account valuation allowances that we anticipate recording against certain material deferred tax assets. Any change in our assessment of the likelihood of our ability to realize deferred tax assets will be reflected as an income tax benefit during the quarter of such change.
In November 2016, the FASB issued an ASU amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. The ASU is effective retrospectively for reporting periods beginning after December 15, 2017, with early adoption permitted. We will adopt this ASU beginning in Q1 2018.
v3.8.0.1
Description of Business and Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2017
Accounting Policies [Abstract]  
Schedule of Calculation of Diluted Shares
The following table shows the calculation of diluted shares (in millions):
  
Year Ended December 31,
 
2015
 
2016
 
2017
Shares used in computation of basic earnings per share
467

 
474

 
480

Total dilutive effect of outstanding stock awards
10

 
10

 
13

Shares used in computation of diluted earnings per share
477

 
484

 
493

v3.8.0.1
Cash, Cash Equivalents, and Marketable Securities (Tables)
12 Months Ended
Dec. 31, 2017
Investments, Debt and Equity Securities [Abstract]  
Summary of Fair Value by Major Security Type
The following tables summarize, by major security type, our cash, cash equivalents, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):
 
 
December 31, 2016
  
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Total
Estimated
Fair Value
Cash
$
6,883

 
$

 
$

 
$
6,883

Level 1 securities:
 
 
 
 
 
 
 
Money market funds
11,940

 

 

 
11,940

Equity securities
20

 
31

 

 
51

Level 2 securities:
 
 
 
 
 
 
 
Foreign government and agency securities
337

 

 

 
337

U.S. government and agency securities
4,821

 
2

 
(7
)
 
4,816

Corporate debt securities
2,105

 
1

 
(2
)
 
2,104

Asset-backed securities
355

 

 
(2
)
 
353

Other fixed income securities
97

 

 

 
97

 
$
26,558

 
$
34

 
$
(11
)
 
$
26,581

Less: Restricted cash, cash equivalents, and marketable securities (1)
 
 
 
 
 
 
(600
)
Total cash, cash equivalents, and marketable securities
 
$
25,981

 
December 31, 2017
  
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Total
Estimated
Fair Value
Cash
$
9,982

 
$

 
$

 
$
9,982

Level 1 securities:
 
 
 
 
 
 
 
Money market funds
11,343

 

 

 
11,343

Equity securities
23

 
30

 

 
53

Level 2 securities:
 
 
 
 
 
 
 
Foreign government and agency securities
620

 

 

 
620

U.S. government and agency securities
4,841

 
1

 
(19
)
 
4,823

Corporate debt securities
4,265

 
1

 
(9
)
 
4,257

Asset-backed securities
910

 

 
(5
)
 
905

Other fixed income securities
340

 

 
(2
)
 
338

 
$
32,324

 
$
32

 
$
(35
)
 
$
32,321

Less: Restricted cash, cash equivalents, and marketable securities (1)
 
 
 
 
 
 
(1,335
)
Total cash, cash equivalents, and marketable securities
 
 
 
 
 
 
$
30,986

___________________
(1)
We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable securities as collateral for real estate leases, workers’ compensation obligations, amounts due to third-party sellers in certain jurisdictions, debt, and standby and trade letters of credit. We classify cash, cash equivalents, and marketable securities with use restrictions of less than twelve months as “Accounts receivable, net and other” and of twelve months or longer as non-current “Other assets” on our consolidated balance sheets. See “Note 7—Commitments and Contingencies.”
Summary of Gross Realized Gains (Losses) on Investments
The following table summarizes gross gains and gross losses realized on sales of available-for-sale marketable securities (in millions):

 
Year Ended December 31,
 
2015
 
2016
 
2017
Realized gains
$
2

 
$
3

 
$
5

Realized losses
7

 
11

 
11

Summary of Contractual Maturities of Investments
The following table summarizes the contractual maturities of our cash equivalents and marketable fixed-income securities as of December 31, 2017 (in millions):
 
Amortized
Cost
 
Estimated
Fair Value
Due within one year
$
17,293

 
$
17,287

Due after one year through five years
4,149

 
4,129

Due after five years through ten years
302

 
300

Due after ten years
575

 
570

Total
$
22,319

 
$
22,286

v3.8.0.1
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2017
Property, Plant and Equipment [Abstract]  
Property and Equipment, at Cost
Property and equipment, at cost, consisted of the following (in millions):
 
 
December 31,
 
2016
 
2017
Gross property and equipment (1):
 
 
 
Land and buildings
$
13,998

 
$
23,718

Equipment and internal-use software (2)
25,989

 
38,387

Other corporate assets
649

 
2,390

Construction in progress
1,805

 
4,078

Gross property and equipment
42,441

 
68,573

Total accumulated depreciation (1)
13,327

 
19,707

Total property and equipment, net
$
29,114

 
$
48,866

 ___________________
(1)
Excludes the original cost and accumulated depreciation of fully-depreciated assets.
(2)
Includes internal-use software of $1.4 billion and $1.1 billion as of December 31, 2016 and 2017.
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Allocation of Aggregate Purchase Price of Acquisitions
The aggregate purchase price of the 2015 and 2016 acquisitions, and the Whole Foods Market and other 2017 acquisitions, which primarily includes the acquisition of Souq, was allocated as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
 
 
 
 
 
Whole Foods Market
 
Other 2017 Acquisitions
 
Total
 
 
 
 
 
 
 
 
 
 
Purchase Price
 
 
 
 
 
 
 
 
 
Cash paid, net of cash acquired
$
599

 
$
81

 
$
13,176

 
$
683

 
$
13,859

Stock options assumed
5

 

 

 

 

Indemnification holdback
86

 
22

 

 
104

 
104

 
$
690

 
$
103

 
$
13,176

 
$
787

 
$
13,963

Allocation
 
 
 
 
 
 
 
 
 
Goodwill
$
482

 
$
60

 
$
9,010

 
$
491

 
$
9,501

Intangible assets (1):
 
 
 
 
 
 
 
 
 
Marketing-related
3

 
2

 
1,928

 
59

 
1,987

Contract-based
1

 
1

 
407

 
33

 
440

Technology-based
208

 
53

 

 
166

 
166

Customer-related
18

 
1

 

 
54

 
54

 
230

 
57

 
2,335

 
312

 
2,647

Property and equipment
4

 
3

 
3,794

 
16

 
3,810

Deferred tax assets
55

 
17

 
95

 
22

 
117

Other assets acquired
53

 
10

 
1,711

 
147

 
1,858

Long-term debt
(3
)
 
(5
)
 
(1,158
)
 
(7
)
 
(1,165
)
Deferred tax liabilities
(85
)
 
(18
)
 
(925
)
 
(36
)
 
(961
)
Other liabilities assumed
(46
)
 
(21
)
 
(1,686
)
 
(158
)
 
(1,844
)
 
$
690

 
$
103

 
$
13,176

 
$
787

 
$
13,963

 ___________________
(1)
Intangible assets acquired in 2015, 2016, and the other 2017 acquisitions have estimated useful lives of between one and six years, one and seven years, and one and seven years, with weighted-average amortization periods of five years, five years, and four years. Acquired intangible assets for Whole Foods Market have estimated useful lives of between one and twenty-five years, with a weighted-average amortization period of twenty-three years, primarily driven by the Whole Foods Market trade name.
Pro Forma Financial Information
The following financial information, which excludes certain acquired companies for which the pro forma impact is not meaningful, presents our results as if the acquisitions during the year ended December 31, 2017 had occurred on January 1, 2016 (in millions):
  
  
Twelve Months Ended 
 December 31,
 
2016
 
2017
Net sales
$
152,283

 
$
187,890

Net income
$
2,148

 
$
2,940

Summary of Goodwill Activity
The following summarizes our goodwill activity in 2016 and 2017 by segment (in millions):
 
 
North
America
 
International
 
AWS
 
Consolidated
Goodwill - January 1, 2016
$
2,012

 
$
719

 
$
1,028

 
$
3,759

New acquisitions
30

 
13

 
17

 
60

Other adjustments (1)
2

 
(38
)
 
1

 
(35
)
Goodwill - December 31, 2016
2,044

 
694

 
1,046

 
3,784

New acquisitions (2)
9,115

 
368

 
18

 
9,501

Other adjustments (1)
6

 
46

 
13

 
65

Goodwill - December 31, 2017
$
11,165

 
$
1,108

 
$
1,077

 
$
13,350

 ___________________
(1)
Primarily includes changes in foreign exchange rates.
(2)
Primarily includes the acquisition of Whole Foods Market in the North America segment and Souq in the International segment.
Schedule of Acquired Finite-Lived Intangible Assets by Major Class
Acquired intangible assets, included within “Other assets” on our consolidated balance sheets, consist of the following (in millions):
 
 
December 31,
 
 
 
2016
 
2017
 
 
  
Acquired
Intangibles,
Gross (1)
 
Accumulated
Amortization (1)
 
Acquired
Intangibles,
Net
 
Acquired
Intangibles,
Gross (1)
 
Accumulated
Amortization (1)
 
Acquired
Intangibles,
Net
 
Weighted
Average Life
Remaining
Marketing-related
$
499

 
$
(299
)
 
$
200

 
$
2,486

 
$
(418
)
 
$
2,068

 
23.0
Contract-based
397

 
(212
)
 
185

 
1,013

 
(213
)
 
800

 
13.0
Technology- and content-based
705

 
(353
)
 
352

 
640

 
(252
)
 
388

 
4.4
Customer-related
299

 
(182
)
 
117

 
283

 
(168
)
 
115

 
2.1
Acquired intangibles (2)
$
1,900

 
$
(1,046
)
 
$
854

 
$
4,422

 
$
(1,051
)
 
$
3,371

 
17.8
 ___________________
(1)
Excludes the original cost and accumulated amortization of fully-amortized intangibles.
(2)
Intangible assets have estimated useful lives of between one and twenty-five years.
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Expected future amortization expense of acquired intangible assets as of December 31, 2017 is as follows (in millions):
 
Year Ended December 31,
2018
$
377

2019
337

2020
258

2021
214

2022
178

Thereafter
1,998

 
$
3,362

v3.8.0.1
Long-Term Debt (Tables)
12 Months Ended
Dec. 31, 2017
Debt Disclosure [Abstract]  
Long-Term Debt Obligations
The face value of our total long-term debt obligations is as follows (in millions):
 
December 31,
 
2016
 
2017
1.200% Notes due on November 29, 2017
$
1,000

 
$

2.600% Notes due on December 5, 2019 (2)
1,000

 
1,000

1.900% Notes due on August 21, 2020 (3)

 
1,000

3.300% Notes due on December 5, 2021 (2)
1,000

 
1,000

2.500% Notes due on November 29, 2022 (1)
1,250

 
1,250

2.400% Notes due on February 22, 2023 (3)

 
1,000

2.800% Notes due on August 22, 2024 (3)

 
2,000

3.800% Notes due on December 5, 2024 (2)
1,250

 
1,250

5.200% Notes due on December 3, 2025 (4)

 
1,000

3.150% Notes due on August 22, 2027 (3)

 
3,500

4.800% Notes due on December 5, 2034 (2)
1,250

 
1,250

3.875% Notes due on August 22, 2037 (3)

 
2,750

4.950% Notes due on December 5, 2044 (2)
1,500

 
1,500

4.050% Notes due on August 22, 2047 (3)

 
3,500

4.250% Notes due on August 22, 2057 (3)

 
2,250

Credit Facility
495

 
592

Other long-term debt
93

 
100

Total debt
8,838

 
24,942

Less current portion of long-term debt
(1,056
)
 
(100
)
Face value of long-term debt
$
7,782

 
$
24,842


_____________________________
(1)
Issued in November 2012, effective interest rate of the 2022 Notes were 2.66%.
(2)
Issued in December 2014, effective interest rates of the 2019, 2021, 2024, 2034, and 2044 Notes were 2.73%, 3.43%, 3.90%, 4.92%, and 5.11%.
(3)
Issued in August 2017, effective interest rates of the 2020, 2023, 2024, 2027, 2037, 2047, and 2057 Notes were 2.16%, 2.56%, 2.95%, 3.25%, 3.94%, 4.13%, and 4.33%.
(4)
Consists of $872 million of 2025 Notes issued in December 2017 in exchange for notes assumed in connection with the acquisition of Whole Foods Market and $128 million of 2025 Notes issued by Whole Foods Market that did not participate in our December 2017 exchange offer. The effective interest rate of the 2025 Notes was 3.02%.
Future Principal Payments for Debt
As of December 31, 2017, future principal payments for our total debt were as follows (in millions):
 
Year Ended December 31,
2018
$
100

2019
1,334

2020
1,258

2021
1,000

2022
1,250

Thereafter
20,000

 
$
24,942

v3.8.0.1
Other Long-Term Liabilities (Tables)
12 Months Ended
Dec. 31, 2017
Other Liabilities Disclosure [Abstract]  
Summary of Other Long-term Liabilities
Our other long-term liabilities are summarized as follows (in millions):
 
December 31,
 
2016
 
2017
Long-term capital lease obligations
$
5,080

 
$
8,438

Long-term finance lease obligations
2,439

 
4,745

Construction liabilities
714

 
1,350

Tax contingencies
1,395

 
1,004

Long-term deferred tax liabilities
392

 
990

Other
2,587

 
4,448

Total other long-term liabilities
$
12,607

 
$
20,975

Schedule of Long-term Capital Lease Obligations
Long-term capital lease obligations are as follows (in millions):
 
December 31, 2017
Gross capital lease obligations
$
14,811

Less imputed interest
(534
)
Present value of net minimum lease payments
14,277

Less current portion of capital lease obligations
(5,839
)
Total long-term capital lease obligations
$
8,438

Schedule of Long-term Finance Lease Obligations
Long-term finance lease obligations are as follows (in millions):
 
December 31, 2017
Gross finance lease obligations
$
6,265

Less imputed interest
(1,238
)
Present value of net minimum lease payments
5,027

Less current portion of finance lease obligations
(282
)
Total long-term finance lease obligations
$
4,745

v3.8.0.1
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]  
Principal Contractual Commitments, Excluding Open Orders for Purchases
The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of December 31, 2017 (in millions):
 
Year Ended December 31,
 
 
 
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Debt principal and interest
$
967

 
$
2,234

 
$
2,111

 
$
1,834

 
$
2,050

 
$
31,799

 
$
40,995

Capital lease obligations, including interest (1)
6,084

 
4,788

 
2,590

 
557

 
262

 
530

 
14,811

Finance lease obligations, including interest (2)
445

 
460

 
466

 
476

 
472

 
3,946

 
6,265

Operating leases
2,427

 
2,376

 
2,258

 
2,039

 
1,813

 
11,935

 
22,848

Unconditional purchase obligations (3)
3,527

 
3,561

 
3,195

 
3,039

 
2,922

 
7,956

 
24,200

Other commitments (4) (5)
1,584

 
1,016

 
733

 
571

 
438

 
4,744

 
9,086

Total commitments
$
15,034

 
$
14,435

 
$
11,353

 
$
8,516

 
$
7,957

 
$
60,910

 
$
118,205

___________________
(1)
Excluding interest, current capital lease obligations of $4.0 billion and $5.8 billion are recorded within “Accrued expenses and other” as of December 31, 2016 and 2017, and $5.1 billion and $8.4 billion are recorded within “Other long-term liabilities” as of December 31, 2016 and 2017.
(2)
Excluding interest, current finance lease obligations of $144 million and $282 million are recorded within “Accrued expenses and other” as of December 31, 2016 and 2017, and $2.4 billion and $4.7 billion are recorded within “Other long-term liabilities” as of December 31, 2016 and 2017.
(3)
Includes unconditional purchase obligations related to certain products offered in our Whole Foods Market stores and long-term agreements to acquire and license digital media content that are not reflected on the consolidated balance sheets. For those digital media content agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified.
(4)
Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements and equipment lease arrangements that have not been placed in service and digital media content liabilities associated with long-term digital media content assets with initial terms greater than one year.
(5)
Excludes $2.3 billion of accrued tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any.
v3.8.0.1
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation Expense
Stock-based compensation expense is as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
Cost of sales (1)
$

 
$
16

 
$
47

Fulfillment
482

 
657

 
911

Marketing
190

 
323

 
511

Technology and content
1,224

 
1,664

 
2,305

General and administrative
223

 
315

 
441

Total stock-based compensation expense (2)
$
2,119

 
$
2,975

 
$
4,215


___________________
(1)
Beginning in 2016, stock-based compensation expense was recorded to cost of sales for eligible employees providing delivery services.
(2)
The related tax benefits were $593 million, $907 million, and $860 million for 2015, 2016, and 2017. In 2017, the tax benefit reflects the permanent reduction in the U.S. statutory corporate tax rate from 35% to 21%.
Summary of Restricted Stock Unit Activity
The following table summarizes our restricted stock unit activity (in millions):
 
Number of Units
 
Weighted Average
Grant-Date
Fair Value
Outstanding as of January 1, 2015
17.4

 
$
285

Units granted
9.8

 
426

Units vested
(5.6
)
 
253

Units forfeited
(2.7
)
 
321

Outstanding as of December 31, 2015
18.9

 
362

Units granted
9.3

 
660

Units vested
(6.1
)
 
321

Units forfeited
(2.3
)
 
440

Outstanding as of December 31, 2016
19.8

 
506

Units granted
8.9

 
946

Units vested
(6.8
)
 
400

Units forfeited
(1.8
)
 
649

Outstanding as of December 31, 2017
20.1

 
$
725

Scheduled Vesting of Outstanding Restricted Stock Units
Scheduled vesting for outstanding restricted stock units as of December 31, 2017, is as follows (in millions):
 
Year Ended  
 
 
 
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
 
Total
Scheduled vesting—restricted stock units
7.3

 
7.3

 
3.6

 
1.6

 
0.1

 
0.2

 
20.1

v3.8.0.1
Accumulated Other Comprehensive Loss (Tables)
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
Changes in Composition of Accumulated Other Comprehensive Loss
Changes in the composition of accumulated other comprehensive loss for 2015, 2016, and 2017 are as follows (in millions):
 
 
Foreign currency
translation
adjustments
 
Unrealized gains on
available-for-sale
securities
 
Total
Balances as of January 1, 2015
 
$
(512
)
 
$
1

 
$
(511
)
Other comprehensive income (loss)
 
(210
)
 
(2
)
 
(212
)
Balances as of December 31, 2015
 
(722
)
 
(1
)
 
(723
)
Other comprehensive income (loss)
 
(279
)
 
17

 
(262
)
Balances as of December 31, 2016
 
(1,001
)
 
16

 
(985
)
Other comprehensive income (loss)
 
533

 
(32
)
 
501

Balances as of December 31, 2017
 
$
(468
)
 
$
(16
)
 
$
(484
)
v3.8.0.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2017
Income Tax Disclosure [Abstract]  
Components of Provision for Income Taxes, Net
The components of the provision for income taxes, net are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
Current taxes:
 
 
 
 
 
U.S. Federal
$
215

 
$
1,136

 
$
(137
)
U.S. State
237

 
208

 
211

International
417

 
327

 
724

Current taxes
869

 
1,671

 
798

Deferred taxes:
 
 
 
 
 
U.S. Federal
473

 
116

 
(202
)
U.S. State
(171
)
 
(31
)
 
(26
)
International
(221
)
 
(331
)
 
199

Deferred taxes
81

 
(246
)
 
(29
)
Provision for income taxes, net
$
950

 
$
1,425

 
$
769

Components of Income Before Income Taxes, Domestic and Foreign
U.S. and international components of income before income taxes are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
U.S.
$
2,186

 
$
4,551

 
$
5,630

International
(618
)
 
(659
)
 
(1,824
)
Income (loss) before income taxes
$
1,568

 
$
3,892

 
$
3,806

Effective Income Tax Rate Reconciliation
The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
Income taxes computed at the federal statutory rate
$
549

 
$
1,362

 
$
1,332

Effect of:
 
 
 
 
 
Impact of foreign tax differential
350

 
(69
)
 
1,178

State taxes, net of federal benefits
37

 
110

 
114

Tax credits
(99
)
 
(119
)
 
(220
)
Stock-based compensation (1)
149

 
189

 
(917
)
Domestic production activities deduction
(44
)
 
(94
)
 

Impact of 2017 Tax Act

 

 
(789
)
Other, net
8

 
46

 
71

Total
$
950

 
$
1,425

 
$
769


___________________
(1)
Includes non-deductible stock-based compensation and beginning in 2017, excess tax benefits from stock-based compensation. For 2017, our tax provision includes $1.3 billion of excess tax benefits from stock-based compensation.
Deferred Tax Assets and Liabilities
Deferred income tax assets and liabilities are as follows (in millions):
 
December 31,
 
2016
 
2017 (6)
Deferred tax assets (1):
 
 
 
Loss carryforwards U.S. - Federal/States (2)
$
198

 
$
211

Loss carryforwards - Foreign (3)
1,062

 
2,149

Accrued liabilities, reserves, & other expenses
968

 
901

Stock-based compensation
1,073

 
1,026

Deferred revenue
330

 
349

Assets held for investment
66

 
35

Depreciation & amortization
179

 
279

Other items
171

 
167

Tax credits (4)
39

 
381

Total gross deferred tax assets
4,086

 
5,498

Less valuation allowance (5)
(1,012
)
 
(2,538
)
Deferred tax assets, net of valuation allowance
3,074

 
2,960

Deferred tax liabilities:
 
 
 
Depreciation & amortization
(2,332
)
 
(2,568
)
Acquisition related intangible assets
(226
)
 
(531
)
Other items
(62
)
 
(58
)
Net deferred tax assets (liabilities), net of valuation allowance
$
454

 
$
(197
)
 ___________________
(1)
Deferred tax assets related to net operating losses and tax credits are presented net of tax contingencies.
(2)
Excluding $18 million of deferred tax assets as of December 31, 2016, related to net operating losses that result from excess stock-based compensation. Beginning in 2017, losses resulting from excess stock-based compensation are now recognized immediately as a result of the adoption of new accounting guidance.
(3)
Excluding $9 million of deferred tax assets as of December 31, 2016, related to net operating losses that result from excess stock-based compensation. Beginning in 2017, losses resulting from excess stock-based compensation are now recognized immediately as a result of the adoption of new accounting guidance.
(4)
Excluding $659 million of deferred tax assets as of December 31, 2016, related to tax credits that result from excess stock-based compensation. Beginning in 2017, losses resulting from excess stock-based compensation are now recognized immediately as a result of the adoption of new accounting guidance.
(5)
Relates primarily to deferred tax assets that would only be realizable upon the generation of net income in certain foreign taxing jurisdictions and future capital gains.
Reconciliation of Tax Contingencies
The reconciliation of our tax contingencies is as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
Gross tax contingencies – January 1
$
710

 
$
1,181

 
$
1,710

Gross increases to tax positions in prior periods
254

 
355

 
223

Gross decreases to tax positions in prior periods
(22
)
 
(133
)
 
(139
)
Gross increases to current period tax positions
242

 
308

 
518

Lapse of statute of limitations
(3
)
 
(1
)
 
(3
)
Gross tax contingencies – December 31 (1)
$
1,181

 
$
1,710

 
$
2,309

 ___________________
(1)
As of December 31, 2017, we had $2.3 billion of accrued tax contingencies, of which $1.2 billion, if fully recognized, would decrease our effective tax rate.
v3.8.0.1
Segment Information (Tables)
12 Months Ended
Dec. 31, 2017
Segment Reporting [Abstract]  
Information on Reportable Segments and Reconciliation to Consolidated Net Income (Loss)
Information on reportable segments and reconciliation to consolidated net income (loss) is as follows (in millions):
  
Year Ended December 31,
 
2015
 
2016
 
2017
North America
 
 
 
 
 
Net sales
$
63,708

 
$
79,785

 
$
106,110

Operating expenses
62,283

 
77,424

 
103,273

Operating income
$
1,425

 
$
2,361

 
$
2,837

International
 
 
 
 
 
Net sales
$
35,418

 
$
43,983

 
$
54,297

Operating expenses
36,117

 
45,266

 
57,359

Operating income (loss)
$
(699
)
 
$
(1,283
)
 
$
(3,062
)
AWS
 
 
 
 
 
Net sales
$
7,880

 
$
12,219

 
$
17,459

Operating expenses
6,373

 
9,111

 
13,128

Operating income
$
1,507

 
$
3,108

 
$
4,331

Consolidated
 
 
 
 
 
Net sales
$
107,006

 
$
135,987

 
$
177,866

Operating expenses
104,773

 
131,801

 
173,760

Operating income
2,233

 
4,186

 
4,106

Total non-operating income (expense)
(665
)
 
(294
)
 
(300
)
Provision for income taxes
(950
)
 
(1,425
)
 
(769
)
Equity-method investment activity, net of tax
(22
)
 
(96
)
 
(4
)
Net income
$
596

 
$
2,371

 
$
3,033


Net Sales by Groups of Similar Products and Services
Net sales by groups of similar products and services is as follows (in millions):
  
Year Ended December 31,
 
2015
 
2016
 
2017
Net Sales:
 
 
 
 
 
Online stores (1)
$
76,863

 
$
91,431

 
$
108,354

Physical stores (2)

 

 
5,798

Third-party seller services (3)
16,086

 
22,993

 
31,881

Subscription services (4)
4,467

 
6,394

 
9,721

AWS
7,880

 
12,219

 
17,459

Other (5)
1,710

 
2,950

 
4,653

Consolidated
$
107,006

 
$
135,987

 
$
177,866

___________________
(1)
Includes product sales and digital media content where we record revenue gross. We leverage our retail infrastructure to offer a wide selection of consumable and durable goods that includes media products available in both a physical and digital format, such as books, music, videos, games, and software. These product sales include digital products sold on a transactional basis. Digital product subscriptions that provide unlimited viewing or usage rights are included in Subscription services.
(2)
Includes product sales where our customers physically select items in a store.
(3)
Includes commissions, related fulfillment and shipping fees, and other third-party seller services.
(4)
Includes annual and monthly fees associated with Amazon Prime membership, as well as audiobook, e-book, digital video, digital music, and other non-AWS subscription services.
(5)
Includes sales not otherwise included above, such as certain advertising services and our co-branded credit card agreements.
Net Sales Attributed to Countries Representing Significant Portion of Consolidated Net Sales
Net sales attributed to countries that represent a significant portion of consolidated net sales are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
United States
$
70,537

 
$
90,349

 
$
120,486

Germany
11,816

 
14,148

 
16,951

United Kingdom
9,033

 
9,547

 
11,372

Japan
8,264

 
10,797

 
11,907

Rest of world
7,356

 
11,146

 
17,150

Consolidated
$
107,006

 
$
135,987

 
$
177,866

Reconciliation of Assets from Segment to Consolidated
Total segment assets reconciled to consolidated amounts are as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
North America (1)
$
16,772

 
$
22,225

 
$
35,844

International (1)
7,754

 
10,429

 
18,014

AWS (2)
9,787

 
12,698

 
18,660

Corporate
30,434

 
38,050

 
58,792

Consolidated
$
64,747

 
$
83,402

 
$
131,310

___________________
(1)
North America and International segment assets primarily consist of property and equipment, inventory, and accounts receivable.
(2)
AWS segment assets primarily consist of property and equipment and accounts receivable.
Reconciliation of Property and Equipment from Segments to Consolidated
Property and equipment, net by segment is as follows (in millions):
 
December 31,
 
2015
 
2016
 
2017
North America
$
6,707

 
$
10,143

 
$
20,401

International
2,266

 
3,448

 
7,425

AWS
8,356

 
10,300

 
14,885

Corporate
4,509

 
5,223

 
6,155

Consolidated
$
21,838

 
$
29,114

 
$
48,866

Reconciliation of Property and Equipment Additions and Depreciation from Segments to Consolidated
Total depreciation expense, by segment, is as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
North America
$
1,551

 
$
1,971

 
$
3,029

International
822

 
930

 
1,278

AWS
2,576

 
3,461

 
4,524

Consolidated
$
4,949

 
$
6,362

 
$
8,831

Total net additions to property and equipment by segment are as follows (in millions):
 
Year Ended December 31,
 
2015
 
2016
 
2017
North America (1)
$
2,485

 
$
5,132

 
$
13,200

International (1)
658

 
1,680

 
5,196

AWS (2)
4,681

 
5,193

 
9,190

Corporate
1,801

 
1,580

 
2,197

Consolidated
$
9,625

 
$
13,585

 
$
29,783

___________________
(1)
Includes property and equipment added under capital leases of $938 million, $1.5 billion, and $2.9 billion in 2015, 2016, and 2017, and under other financing arrangements of $219 million, $849 million, and $2.9 billion in 2015, 2016, and 2017.
(2)
Includes property and equipment added under capital leases of $3.7 billion, $4.0 billion, and $7.3 billion in 2015, 2016, and 2017, and under finance leases of $81 million, $75 million, and $134 million in 2015, 2016, and 2017.
v3.8.0.1
Quarterly Results (Unaudited) (Tables)
12 Months Ended
Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information
Unaudited quarterly results are as follows (in millions, except per share data):
 
 
Year Ended December 31, 2016 (1)
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Net sales
 
$
29,128

 
$
30,404

 
$
32,714

 
$
43,741

Operating income
 
1,071

 
1,285

 
575

 
1,255

Income before income taxes
 
1,056

 
1,179

 
491

 
1,166

Provision for income taxes
 
(475
)
 
(307
)
 
(229
)
 
(414
)
Net income (loss)
 
513

 
857

 
252

 
749

Basic earnings per share
 
1.09

 
1.81

 
0.53

 
1.57

Diluted earnings per share
 
1.07

 
1.78

 
0.52

 
1.54

Shares used in computation of earnings per share:
 
 
 
 
 
 
 
 
Basic
 
471

 
473

 
474

 
476

Diluted
 
481

 
483

 
485

 
486

 
 
Year Ended December 31, 2017 (1)
 
 
First
Quarter
 
Second
Quarter
 
Third
Quarter (2)
 
Fourth
Quarter (2)
Net sales
 
$
35,714

 
$
37,955

 
$
43,744

 
$
60,453

Operating income
 
1,005

 
628

 
347

 
2,127

Income before income taxes
 
953

 
666

 
316

 
1,872

Provision for income taxes
 
(229
)
 
(467
)
 
(58
)
 
(16
)
Net income (loss)
 
724

 
197

 
256

 
1,856

Basic earnings per share
 
1.52

 
0.41

 
0.53

 
3.85

Diluted earnings per share
 
1.48

 
0.40

 
0.52

 
3.75

Shares used in computation of earnings per share:
 
 
 
 
 
 
 
 
Basic
 
477

 
479

 
481

 
483

Diluted
 
490

 
492

 
494

 
496

 ___________________
(1)
The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of rounding and changes in the number of weighted-average shares outstanding for each period.
(2)
We acquired Whole Foods Market on August 28, 2017. The results of Whole Foods Market have been included in our results of operation from the date of acquisition. See Item 8 of Part II, “Financial Statements and Supplementary Data—Note 4—Acquisitions, Goodwill, and Acquired Intangible Assets” for additional information regarding this transaction.

v3.8.0.1
Description of Business and Accounting Policies - Description of Business (Details)
12 Months Ended
Dec. 31, 2017
segment
Accounting Policies [Abstract]  
Number of operating segments 3
v3.8.0.1
Description of Business and Accounting Policies - Calculation of Diluted Shares (Details) - shares
shares in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accounting Policies [Abstract]                      
Shares used in computation of basic earnings per share 483 481 479 477 476 474 473 471 480 474 467
Total dilutive effect of outstanding stock awards                 13 10 10
Shares used in computation of diluted earnings per share 496 494 492 490 486 485 483 481 493 484 477
v3.8.0.1
Description of Business and Accounting Policies - Revenue (Details) - Allowance for Sales Returns - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Valuation Allowance [Line Items]      
Allowance for returns $ 62 $ 156 $ 153
Additions to allowance for returns 1,800 1,500 1,300
Deductions to allowance for returns $ 1,900 $ 1,500 $ 1,300
v3.8.0.1
Description of Business and Accounting Policies - Marketing (Details) - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accounting Policies [Abstract]      
Advertising and other promotional costs $ 6.3 $ 5.0 $ 3.8
v3.8.0.1
Description of Business and Accounting Policies - Technology and Content (Details)
12 Months Ended
Dec. 31, 2017
Internal-use Software and Website Development  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 2 years
v3.8.0.1
Description of Business and Accounting Policies - Other Income (Expense), Net (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accounting Policies [Abstract]      
Foreign currency gains (losses) $ 247 $ 21 $ (266)
Marketable securities realized gains (losses) (7) (8) (5)
Equity Warrant      
Derivative [Line Items]      
Derivative gains (losses) $ 109 $ 67 $ 0
v3.8.0.1
Description of Business and Accounting Policies - Fair Value of Financial Instruments (Details) - Equity Warrant - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Derivative gains (losses) $ 109 $ 67 $ 0
Level 2 Securities      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Fair value of warrants $ 441 $ 223  
v3.8.0.1
Description of Business and Accounting Policies - Accounts Receivable, Net and Other (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Accounts receivable, net and other $ 13,164 $ 8,339  
Allowance for doubtful accounts 348 237 $ 189
Additions to allowance for doubtful accounts 626 451 289
Deductions to allowance for doubtful accounts 515 403 $ 290
Customer receivables      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Accounts receivable, net and other 6,400 3,900  
Seller receivables      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Accounts receivable, net and other 692 661  
Vendor receivables      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Accounts receivable, net and other $ 2,600 $ 2,000  
v3.8.0.1
Description of Business and Accounting Policies - Internal-Use Software and Website Development (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accounting Policies [Abstract]      
Capitalized costs associated with internal-use software and website development $ 395 $ 511 $ 642
Capitalized costs associated with internal-use software and website development, share-based compensation 84 94 114
Capitalized costs associated with internal-use software and website development, amortization of previously capitalized amounts $ 545 $ 634 $ 635
v3.8.0.1
Description of Business and Accounting Policies - Property and Equipment, Net (Details)
12 Months Ended
Dec. 31, 2017
Building  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 40 years
Internal-use Software and Website Development  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 2 years
Servers  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 3 years
Networking Equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 5 years
Furniture and Fixtures  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 5 years
Heavy Equipment  
Property, Plant and Equipment [Line Items]  
Estimated useful lives of assets 10 years
v3.8.0.1
Description of Business and Accounting Policies - Goodwill (Details)
Apr. 01, 2017
USD ($)
Accounting Policies [Abstract]  
Goodwill impairment $ 0
v3.8.0.1
Description of Business and Accounting Policies - Video and Music Content (Details) - Digital Video and Music Content
12 Months Ended
Dec. 31, 2017
Minimum  
Other Assets [Line Items]  
Video and music content amortization period 1 year
Maximum  
Other Assets [Line Items]  
Video and music content amortization period 5 years
v3.8.0.1
Description of Business and Accounting Policies - Accrued Expenses and Other (Details) - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Accounting Policies [Abstract]    
Unredeemed gift certificates $ 3.0 $ 2.4
Unredeemed gift certificates, period of recognition 2 years  
v3.8.0.1
Description of Business and Accounting Policies - Unearned Revenue (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Accounting Policies [Abstract]    
Unearned revenue, noncurrent $ 1,000 $ 499
Amortization of unearned revenue $ 14,300 $ 10,000
v3.8.0.1
Description of Business and Accounting Policies - Foreign Currency (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Accounting Policies [Abstract]      
Transaction gain (loss) arising from foreign currency transactions $ 202 $ 62 $ (215)
v3.8.0.1
Description of Business and Accounting Policies - Accounting Pronouncements Recently Adopted (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cumulative effect of a change in accounting principle related to stock-based compensation   $ 687  
Net cash provided by (used in) operating activities $ 18,434 17,272 $ 12,039
Net cash provided by (used in) financing activities 9,860 (3,740) (3,882)
Accounting Standards Update 2016-09      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Cumulative effect of a change in accounting principle related to stock-based compensation $ 687    
Net cash provided by (used in) operating activities   829 119
Net cash provided by (used in) financing activities   $ (829) $ (119)
v3.8.0.1
Description of Business and Accounting Policies - Accounting Pronouncements Not Yet Adopted (Details) - Scenario, Forecast - USD ($)
$ in Millions
Mar. 31, 2018
Jan. 01, 2018
Accounting Standards Update 2014-09    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Impact of cumulative adjustment   $ 650
Accounting Standards Update 2016-16    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Impact of cumulative adjustment $ 250  
v3.8.0.1
Cash, Cash Equivalents, and Marketable Securities - Fair Values on Recurring Basis (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Cost or Amortized Cost    
Cash equivalents and marketable securities $ 22,319  
Total Estimated Fair Value    
Cash equivalents and marketable securities 22,286  
Recurring    
Schedule of Investments [Line Items]    
Cash 9,982 $ 6,883
Cost or Amortized Cost    
Cash, cash equivalents and short-term investments 32,324 26,558
Gross Unrealized Gains    
Short-term investments 32 34
Gross Unrealized Losses    
Short-term investments (35) (11)
Total Estimated Fair Value    
Cash, cash equivalents and short-term investments 32,321 26,581
Less: Restricted cash, cash equivalents, and marketable securities (1,335) (600)
Total cash, cash equivalents, and marketable securities 30,986 25,981
Recurring | Level 1 securities    
Cost or Amortized Cost    
Equity securities 23 20
Gross Unrealized Gains    
Equity securities 30 31
Gross Unrealized Losses    
Equity securities 0 0
Total Estimated Fair Value    
Equity securities 53 51
Recurring | Level 1 securities | Money market funds    
Schedule of Investments [Line Items]    
Money market funds 11,343 11,940
Recurring | Level 2 securities | Foreign government and agency securities    
Cost or Amortized Cost    
Cash equivalents and marketable securities 620 337
Gross Unrealized Gains    
Cash equivalents and marketable securities 0 0
Gross Unrealized Losses    
Cash equivalents and marketable securities 0 0
Total Estimated Fair Value    
Cash equivalents and marketable securities 620 337
Recurring | Level 2 securities | U.S. government and agency securities    
Cost or Amortized Cost    
Cash equivalents and marketable securities 4,841 4,821
Gross Unrealized Gains    
Cash equivalents and marketable securities 1 2
Gross Unrealized Losses    
Cash equivalents and marketable securities (19) (7)
Total Estimated Fair Value    
Cash equivalents and marketable securities 4,823 4,816
Recurring | Level 2 securities | Corporate debt securities    
Cost or Amortized Cost    
Cash equivalents and marketable securities 4,265 2,105
Gross Unrealized Gains    
Cash equivalents and marketable securities 1 1
Gross Unrealized Losses    
Cash equivalents and marketable securities (9) (2)
Total Estimated Fair Value    
Cash equivalents and marketable securities 4,257 2,104
Recurring | Level 2 securities | Asset-backed securities    
Cost or Amortized Cost    
Cash equivalents and marketable securities 910 355
Gross Unrealized Gains    
Cash equivalents and marketable securities 0 0
Gross Unrealized Losses    
Cash equivalents and marketable securities (5) (2)
Total Estimated Fair Value    
Cash equivalents and marketable securities 905 353
Recurring | Level 2 securities | Other fixed income securities    
Cost or Amortized Cost    
Cash equivalents and marketable securities 340 97
Gross Unrealized Gains    
Cash equivalents and marketable securities 0 0
Gross Unrealized Losses    
Cash equivalents and marketable securities (2) 0
Total Estimated Fair Value    
Cash equivalents and marketable securities $ 338 $ 97
v3.8.0.1
Cash, Cash Equivalents, and Marketable Securities - Gross Grains and Gross Losses Realized on Sales of Available-For-Sale Marketable Securities (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Investments, Debt and Equity Securities [Abstract]      
Realized gains $ 5 $ 3 $ 2
Realized losses $ 11 $ 11 $ 7
v3.8.0.1
Cash, Cash Equivalents, and Marketable Securities - Contractual Maturities (Details)
$ in Millions
Dec. 31, 2017
USD ($)
Amortized Cost  
Due within one year $ 17,293
Due after one year through five years 4,149
Due after five years through ten years 302
Due after ten years 575
Cash equivalents and marketable securities 22,319
Estimated Fair Value  
Due within one year 17,287
Due after one year through five years 4,129
Due after five years through ten years 300
Due after ten years 570
Cash equivalents and marketable securities $ 22,286
v3.8.0.1
Property and Equipment - Components (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]      
Gross property and equipment $ 68,573 $ 42,441  
Total accumulated depreciation 19,707 13,327  
Total property and equipment, net 48,866 29,114 $ 21,838
Internal-use software 1,100 1,400  
Land and buildings      
Property, Plant and Equipment [Line Items]      
Gross property and equipment 23,718 13,998  
Equipment and internal-use software      
Property, Plant and Equipment [Line Items]      
Gross property and equipment 38,387 25,989  
Other corporate assets      
Property, Plant and Equipment [Line Items]      
Gross property and equipment 2,390 649  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Gross property and equipment $ 4,078 $ 1,805  
v3.8.0.1
Property and Equipment - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 8,831 $ 6,362 $ 4,949
Amortization of property and equipment acquired under capital leases 5,400 3,800 $ 2,700
Gross assets under capital leases 26,400 17,000  
Accumulated depreciation associated with capital leases 13,400 8,500  
Gross assets under finance leases 5,400 2,900  
Accumulated depreciation associated with finance leases $ 635 $ 361  
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets - Additional Information (Details) - USD ($)
$ in Millions
12 Months Ended
Aug. 28, 2017
May 12, 2017
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Business Acquisition [Line Items]          
Fair value of assumed stock options and restricted stock options     $ 0 $ 0 $ 9
Amortization expense for acquired intangibles     366 287 270
Series of Individually Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Aggregate purchase price     787 $ 103 $ 690
Acquisitions, net of cash acquired     683    
Souq          
Business Acquisition [Line Items]          
Acquisitions, net of cash acquired   $ 583      
Whole Foods Market          
Business Acquisition [Line Items]          
Aggregate purchase price     13,176    
Acquisitions, net of cash acquired $ 13,176   13,176    
Other Immaterial Business Acquisitions          
Business Acquisition [Line Items]          
Aggregate purchase price     $ 204    
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets - Allocation of Aggregate Purchase Price of Acquisitions (Details) - USD ($)
$ in Millions
12 Months Ended
Aug. 28, 2017
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Allocation        
Goodwill   $ 13,350 $ 3,784 $ 3,759
Acquired intangibles weighted average amortization period   17 years 9 months    
Minimum        
Allocation        
Intangible assets, estimated useful life   1 year    
Maximum        
Allocation        
Intangible assets, estimated useful life   25 years    
Marketing-related        
Allocation        
Acquired intangibles weighted average amortization period   23 years    
Contract-based        
Allocation        
Acquired intangibles weighted average amortization period   13 years    
Technology-based        
Allocation        
Acquired intangibles weighted average amortization period   4 years 5 months    
Customer-related        
Allocation        
Acquired intangibles weighted average amortization period   2 years 1 month    
2015 Acquisitions        
Purchase Price        
Cash paid, net of cash acquired       599
Stock options assumed       5
Indemnification holdback       86
Aggregate purchase price       690
Allocation        
Goodwill       482
Intangible assets       230
Property and equipment       4
Deferred tax assets       55
Other assets acquired       53
Long-term debt       (3)
Deferred tax liabilities       (85)
Other liabilities assumed       (46)
Allocated purchase price       $ 690
Acquired intangibles weighted average amortization period     5 years  
2015 Acquisitions | Minimum        
Allocation        
Intangible assets, estimated useful life       1 year
2015 Acquisitions | Maximum        
Allocation        
Intangible assets, estimated useful life       6 years
2015 Acquisitions | Marketing-related        
Allocation        
Intangible assets       $ 3
2015 Acquisitions | Contract-based        
Allocation        
Intangible assets       1
2015 Acquisitions | Technology-based        
Allocation        
Intangible assets       208
2015 Acquisitions | Customer-related        
Allocation        
Intangible assets       $ 18
2016 Acquisitions        
Purchase Price        
Cash paid, net of cash acquired     $ 81  
Stock options assumed     0  
Indemnification holdback     22  
Aggregate purchase price     103  
Allocation        
Goodwill     60  
Intangible assets     57  
Property and equipment     3  
Deferred tax assets     17  
Other assets acquired     10  
Long-term debt     (5)  
Deferred tax liabilities     (18)  
Other liabilities assumed     (21)  
Allocated purchase price     $ 103  
Acquired intangibles weighted average amortization period       5 years
2016 Acquisitions | Minimum        
Allocation        
Intangible assets, estimated useful life     1 year  
2016 Acquisitions | Maximum        
Allocation        
Intangible assets, estimated useful life     7 years  
2016 Acquisitions | Marketing-related        
Allocation        
Intangible assets     $ 2  
2016 Acquisitions | Contract-based        
Allocation        
Intangible assets     1  
2016 Acquisitions | Technology-based        
Allocation        
Intangible assets     53  
2016 Acquisitions | Customer-related        
Allocation        
Intangible assets     1  
Whole Foods Market        
Purchase Price        
Cash paid, net of cash acquired $ 13,176 $ 13,176    
Stock options assumed   0    
Indemnification holdback   0    
Aggregate purchase price   13,176    
Allocation        
Goodwill   9,010    
Intangible assets   2,335    
Property and equipment   3,794    
Deferred tax assets   95    
Other assets acquired   1,711    
Long-term debt   (1,158)    
Deferred tax liabilities   (925)    
Other liabilities assumed   (1,686)    
Allocated purchase price   $ 13,176    
Acquired intangibles weighted average amortization period   23 years    
Whole Foods Market | Minimum        
Allocation        
Intangible assets, estimated useful life   1 year    
Whole Foods Market | Maximum        
Allocation        
Intangible assets, estimated useful life   25 years    
Whole Foods Market | Marketing-related        
Allocation        
Intangible assets   $ 1,928    
Whole Foods Market | Contract-based        
Allocation        
Intangible assets   407    
Whole Foods Market | Technology-based        
Allocation        
Intangible assets   0    
Whole Foods Market | Customer-related        
Allocation        
Intangible assets   0    
Other 2017 Acquisitions        
Purchase Price        
Cash paid, net of cash acquired   683    
Stock options assumed   0    
Indemnification holdback   104    
Aggregate purchase price   787 $ 103 $ 690
Allocation        
Goodwill   491    
Intangible assets   312    
Property and equipment   16    
Deferred tax assets   22    
Other assets acquired   147    
Long-term debt   (7)    
Deferred tax liabilities   (36)    
Other liabilities assumed   (158)    
Allocated purchase price   $ 787    
Acquired intangibles weighted average amortization period   4 years    
Other 2017 Acquisitions | Minimum        
Allocation        
Intangible assets, estimated useful life   1 year    
Other 2017 Acquisitions | Maximum        
Allocation        
Intangible assets, estimated useful life   7 years    
Other 2017 Acquisitions | Marketing-related        
Allocation        
Intangible assets   $ 59    
Other 2017 Acquisitions | Contract-based        
Allocation        
Intangible assets   33    
Other 2017 Acquisitions | Technology-based        
Allocation        
Intangible assets   166    
Other 2017 Acquisitions | Customer-related        
Allocation        
Intangible assets   54    
2017 Acquisitions        
Purchase Price        
Cash paid, net of cash acquired   13,859    
Stock options assumed   0    
Indemnification holdback   104    
Aggregate purchase price   13,963    
Allocation        
Goodwill   9,501    
Intangible assets   2,647    
Property and equipment   3,810    
Deferred tax assets   117    
Other assets acquired   1,858    
Long-term debt   (1,165)    
Deferred tax liabilities   (961)    
Other liabilities assumed   (1,844)    
Allocated purchase price   13,963    
2017 Acquisitions | Marketing-related        
Allocation        
Intangible assets   1,987    
2017 Acquisitions | Contract-based        
Allocation        
Intangible assets   440    
2017 Acquisitions | Technology-based        
Allocation        
Intangible assets   166    
2017 Acquisitions | Customer-related        
Allocation        
Intangible assets   $ 54    
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets - Pro Forma Financial Information (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Whole Foods Market    
Business Acquisition [Line Items]    
Aggregate net sales of companies acquired $ 5,800  
Aggregate operating loss of companies acquired (24)  
Other Acquisitions    
Business Acquisition [Line Items]    
Aggregate net sales of companies acquired 482  
Aggregate operating loss of companies acquired (142)  
2017 Acquisitions    
Business Acquisition [Line Items]    
Net sales 187,890 $ 152,283
Net income $ 2,940 $ 2,148
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets - Summary of Goodwill Activity by Segment (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Goodwill [Roll Forward]    
Goodwill, balance at beginning of period $ 3,784 $ 3,759
New acquisitions 9,501 60
Other adjustments 65 (35)
Goodwill, balance at end of period 13,350 3,784
North America    
Goodwill [Roll Forward]    
Goodwill, balance at beginning of period 2,044 2,012
New acquisitions 9,115 30
Other adjustments 6 2
Goodwill, balance at end of period 11,165 2,044
International    
Goodwill [Roll Forward]    
Goodwill, balance at beginning of period 694 719
New acquisitions 368 13
Other adjustments 46 (38)
Goodwill, balance at end of period 1,108 694
AWS    
Goodwill [Roll Forward]    
Goodwill, balance at beginning of period 1,046 1,028
New acquisitions 18 17
Other adjustments 13 1
Goodwill, balance at end of period $ 1,077 $ 1,046
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets - Acquired Intangible Assets (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]    
Acquired Intangibles, Gross $ 4,422 $ 1,900
Accumulated Amortization (1,051) (1,046)
Acquired Intangibles, Net $ 3,371 854
Weighted Average Life Remaining 17 years 9 months  
Minimum    
Acquired Finite-Lived Intangible Assets [Line Items]    
Intangible assets, estimated useful life 1 year  
Maximum    
Acquired Finite-Lived Intangible Assets [Line Items]    
Intangible assets, estimated useful life 25 years  
Marketing-related    
Acquired Finite-Lived Intangible Assets [Line Items]    
Acquired Intangibles, Gross $ 2,486 499
Accumulated Amortization (418) (299)
Acquired Intangibles, Net $ 2,068 200
Weighted Average Life Remaining 23 years  
Contract-based    
Acquired Finite-Lived Intangible Assets [Line Items]    
Acquired Intangibles, Gross $ 1,013 397
Accumulated Amortization (213) (212)
Acquired Intangibles, Net $ 800 185
Weighted Average Life Remaining 13 years  
Technology- and content-based    
Acquired Finite-Lived Intangible Assets [Line Items]    
Acquired Intangibles, Gross $ 640 705
Accumulated Amortization (252) (353)
Acquired Intangibles, Net $ 388 352
Weighted Average Life Remaining 4 years 5 months  
Customer-related    
Acquired Finite-Lived Intangible Assets [Line Items]    
Acquired Intangibles, Gross $ 283 299
Accumulated Amortization (168) (182)
Acquired Intangibles, Net $ 115 $ 117
Weighted Average Life Remaining 2 years 1 month  
v3.8.0.1
Acquisitions, Goodwill, and Acquired Intangible Assets - Expected Future Amortization Expense of Acquired Intangible Assets (Details)
$ in Millions
Dec. 31, 2017
USD ($)
Year Ended December 31,  
2018 $ 377
2019 337
2020 258
2021 214
2022 178
Thereafter 1,998
Acquired intangibles $ 3,362
v3.8.0.1
Long-Term Debt - Additional Information (Details)
1 Months Ended
Oct. 31, 2016
USD ($)
May 31, 2016
USD ($)
extension
Dec. 31, 2017
USD ($)
Aug. 31, 2017
USD ($)
Aug. 28, 2017
USD ($)
Dec. 31, 2016
USD ($)
Debt Instrument [Line Items]            
Borrowings outstanding     $ 24,942,000,000     $ 8,838,000,000
Senior Notes            
Debt Instrument [Line Items]            
Borrowings outstanding     24,300,000,000      
Notes issued and assumed       $ 17,000,000,000    
Unamortized discount     99,000,000     90,000,000
Estimated fair value of notes     25,700,000,000     8,700,000,000
Senior Notes | 1.200% Notes due on November 29, 2017            
Debt Instrument [Line Items]            
Borrowings outstanding     0     $ 1,000,000,000
Stated interest rate           1.20%
Senior Notes | 5.200% Notes due on December 3, 2025            
Debt Instrument [Line Items]            
Borrowings outstanding     $ 1,000,000,000     $ 0
Stated interest rate     5.20%      
Line of Credit and Other Long-term Debt            
Debt Instrument [Line Items]            
Borrowings outstanding     $ 692,000,000     588,000,000
Credit Facility | Revolving Credit Facility            
Debt Instrument [Line Items]            
Borrowings outstanding     592,000,000     495,000,000
Credit Facility | October 2016 Revolving Credit Facility | Revolving Credit Facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity $ 500,000,000   600,000,000      
Credit term 3 years          
Commitment fee percentage 0.50%          
Borrowings outstanding     $ 592,000,000     $ 495,000,000
Weighted average interest rate     2.70%     2.30%
Collateral amount     $ 686,000,000      
Credit Facility | October 2016 Revolving Credit Facility | Revolving Credit Facility | LIBOR            
Debt Instrument [Line Items]            
Basis spread on variable rate (as a percent) 1.65%          
Credit Facility | May 2016 Revolving Credit Facility | Revolving Credit Facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity   $ 3,000,000,000        
Credit term   3 years        
Commitment fee percentage   0.05%        
Borrowings outstanding     0     $ 0
Credit Agreement, number of extensions | extension   3        
Credit Agreement, additional term   1 year        
Credit Facility | May 2016 Revolving Credit Facility | Revolving Credit Facility | Downgraded Credit Ratings            
Debt Instrument [Line Items]            
Commitment fee percentage   0.09%        
Credit Facility | May 2016 Revolving Credit Facility | Revolving Credit Facility | LIBOR            
Debt Instrument [Line Items]            
Basis spread on variable rate (as a percent)   0.60%        
Credit Facility | May 2016 Revolving Credit Facility | Revolving Credit Facility | LIBOR | Downgraded Credit Ratings            
Debt Instrument [Line Items]            
Basis spread on variable rate (as a percent)   1.00%        
Exchangeable Debt [Member] | 5.200% Notes due on December 3, 2025            
Debt Instrument [Line Items]            
Borrowings outstanding     $ 1,000,000,000      
Stated interest rate     5.20%      
ExchangedDebt [Member] | 5.200% Notes due on December 3, 2025            
Debt Instrument [Line Items]            
Borrowings outstanding     $ 872,000,000      
Stated interest rate     5.20%      
Other Long-term Debt            
Debt Instrument [Line Items]            
Borrowings outstanding     $ 100,000,000     $ 93,000,000
Weighted average interest rate     5.80%     3.40%
Whole Foods Market, Inc. [Member] | Senior Notes | 5.200% Notes due on December 3, 2025            
Debt Instrument [Line Items]            
Borrowings outstanding         $ 128,000,000  
v3.8.0.1
Long-Term Debt - Long-Term Debt Obligations (Details) - USD ($)
Dec. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]    
Total debt $ 24,942,000,000 $ 8,838,000,000
Less current portion of long-term debt (100,000,000) (1,056,000,000)
Face value of long-term debt 24,842,000,000 $ 7,782,000,000
Senior Notes    
Debt Instrument [Line Items]    
Total debt 24,300,000,000  
Senior Notes | 1.200% Notes due on November 29, 2017    
Debt Instrument [Line Items]    
Stated interest rate   1.20%
Total debt $ 0 $ 1,000,000,000
Senior Notes | 2.600% Notes due on December 5, 2019    
Debt Instrument [Line Items]    
Stated interest rate 2.60%  
Total debt $ 1,000,000,000 1,000,000,000
Effective interest rate 2.73%  
Senior Notes | 1.900% Notes due on August 21, 2020    
Debt Instrument [Line Items]    
Stated interest rate 1.90%  
Total debt $ 1,000,000,000 0
Effective interest rate 2.16%  
Senior Notes | 3.300% Notes due on December 5, 2021    
Debt Instrument [Line Items]    
Stated interest rate 3.30%  
Total debt $ 1,000,000,000 1,000,000,000
Effective interest rate 3.43%  
Senior Notes | 2.500% Notes due on November 29, 2022    
Debt Instrument [Line Items]    
Stated interest rate 2.50%  
Total debt $ 1,250,000,000 1,250,000,000
Effective interest rate 2.66%  
Senior Notes | 2.400% Notes due on February 22, 2023    
Debt Instrument [Line Items]    
Stated interest rate 2.40%  
Total debt $ 1,000,000,000 0
Effective interest rate 2.56%  
Senior Notes | 2.800% Notes due on August 22, 2024    
Debt Instrument [Line Items]    
Stated interest rate 2.80%  
Total debt $ 2,000,000,000 0
Effective interest rate 2.95%  
Senior Notes | 3.800% Notes due on December 5, 2024    
Debt Instrument [Line Items]    
Stated interest rate 3.80%  
Total debt $ 1,250,000,000 1,250,000,000
Effective interest rate 3.90%  
Senior Notes | 5.200% Notes due on December 3, 2025    
Debt Instrument [Line Items]    
Stated interest rate 5.20%  
Total debt $ 1,000,000,000 0
Effective interest rate 3.02%  
Senior Notes | 3.150% Notes due on August 22, 2027    
Debt Instrument [Line Items]    
Stated interest rate 3.15%  
Total debt $ 3,500,000,000 0
Effective interest rate 3.25%  
Senior Notes | 4.800% Notes due on December 5, 2034    
Debt Instrument [Line Items]    
Stated interest rate 4.80%  
Total debt $ 1,250,000,000 1,250,000,000
Effective interest rate 4.92%  
Senior Notes | 3.875% Notes due on August 22, 2037    
Debt Instrument [Line Items]    
Stated interest rate 3.875%  
Total debt $ 2,750,000,000 0
Effective interest rate 3.94%  
Senior Notes | 4.950% Notes due on December 5, 2044    
Debt Instrument [Line Items]    
Stated interest rate 4.95%  
Total debt $ 1,500,000,000 1,500,000,000
Effective interest rate 5.11%  
Senior Notes | 4.050% Notes due on August 22, 2047    
Debt Instrument [Line Items]    
Stated interest rate 4.05%  
Total debt $ 3,500,000,000 0
Effective interest rate 4.13%  
Senior Notes | 4.250% Notes due on August 22, 2057    
Debt Instrument [Line Items]    
Stated interest rate 4.25%  
Total debt $ 2,250,000,000 0
Effective interest rate 4.33%  
Amazon.com, Inc. [Member] | 5.200% Notes due on December 3, 2025    
Debt Instrument [Line Items]    
Total debt $ 872,000,000  
Whole Foods Market, Inc. [Member] | 5.200% Notes due on December 3, 2025    
Debt Instrument [Line Items]    
Total debt 128,000,000  
Credit Facility | Revolving Credit Facility    
Debt Instrument [Line Items]    
Total debt 592,000,000 495,000,000
Other long-term debt    
Debt Instrument [Line Items]    
Total debt $ 100,000,000 $ 93,000,000
v3.8.0.1
Long-Term Debt - Future Principal Payment for Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Year Ended December 31,    
2018 $ 100  
2019 1,334  
2020 1,258  
2021 1,000  
2022 1,250  
Thereafter 20,000  
Total debt $ 24,942 $ 8,838
v3.8.0.1
Other Long-Term Liabilities - Other Long Term Liabilities Summary (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Other Liabilities Disclosure [Abstract]    
Long-term capital lease obligations $ 8,438 $ 5,080
Long-term finance lease obligations 4,745 2,439
Construction liabilities 1,350 714
Tax contingencies 1,004 1,395
Long-term deferred tax liabilities 990 392
Other 4,448 2,587
Total other long-term liabilities $ 20,975 $ 12,607
v3.8.0.1
Other Long-Term Liabilities - Long Term Capital Lease Obligation (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Other Liabilities Disclosure [Abstract]    
Gross capital lease obligations $ 14,811  
Less imputed interest (534)  
Present value of net minimum lease payments 14,277  
Less current portion of capital lease obligations (5,839) $ (4,000)
Total long-term capital lease obligations $ 8,438 $ 5,080
v3.8.0.1
Other Long-Term Liabilities - Long Term Finance Lease Obligation (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Other Liabilities Disclosure [Abstract]    
Gross finance lease obligations $ 6,265  
Less imputed interest (1,238)  
Present value of net minimum lease payments 5,027  
Less current portion of finance lease obligations (282) $ (144)
Total long-term finance lease obligations $ 4,745 $ 2,439
v3.8.0.1
Commitments and Contingencies - Commitments (Details) - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]      
Rental expense under operating lease agreements $ 2.2 $ 1.4 $ 1.1
v3.8.0.1
Commitments and Contingencies - Principal Contractual Commitments Excluding Open Orders (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Debt principal and interest        
Year Ended December 31, 2018 $ 967      
Year Ended December 31, 2019 2,234      
Year Ended December 31, 2020 2,111      
Year Ended December 31, 2021 1,834      
Year Ended December 31, 2022 2,050      
Thereafter 31,799      
Total 40,995      
Capital lease obligations, including interest        
Year Ended December 31, 2018 6,084      
Year Ended December 31, 2019 4,788      
Year Ended December 31, 2020 2,590      
Year Ended December 31, 2021 557      
Year Ended December 31, 2022 262      
Thereafter 530      
Total 14,811      
Current capital lease obligations 5,839 $ 4,000    
Noncurrent capital lease obligations 8,438 5,080    
Finance lease obligations, including interest        
Year Ended December 31, 2018 445      
Year Ended December 31, 2019 460      
Year Ended December 31, 2020 466      
Year Ended December 31, 2021 476      
Year Ended December 31, 2022 472      
Thereafter 3,946      
Total 6,265      
Current finance lease obligations 282 144    
Noncurrent finance lease obligations 4,745 2,439    
Operating leases        
Year Ended December 31, 2018 2,427      
Year Ended December 31, 2019 2,376      
Year Ended December 31, 2020 2,258      
Year Ended December 31, 2021 2,039      
Year Ended December 31, 2022 1,813      
Thereafter 11,935      
Total 22,848      
Unconditional purchase obligations        
Year Ended December 31, 2018 3,527      
Year Ended December 31, 2019 3,561      
Year Ended December 31, 2020 3,195      
Year Ended December 31, 2021 3,039      
Year Ended December 31, 2022 2,922      
Thereafter 7,956      
Total 24,200      
Other commitments        
Year Ended December 31, 2018 1,584      
Year Ended December 31, 2019 1,016      
Year Ended December 31, 2020 733      
Year Ended December 31, 2021 571      
Year Ended December 31, 2022 438      
Thereafter 4,744      
Total 9,086      
Total commitments        
Year Ended December 31, 2018 15,034      
Year Ended December 31, 2019 14,435      
Year Ended December 31, 2020 11,353      
Year Ended December 31, 2021 8,516      
Year Ended December 31, 2022 7,957      
Thereafter 60,910      
Total 118,205      
Accrued tax contingencies $ 2,309 $ 1,710 $ 1,181 $ 710
v3.8.0.1
Commitments and Contingencies - Pledged Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]    
Pledged assets $ 1,400 $ 715
v3.8.0.1
Commitments and Contingencies - Legal Proceedings (Details)
$ in Millions
1 Months Ended
Sep. 30, 2015
claim
Dec. 31, 2014
patent
Oct. 31, 2013
claim
Feb. 28, 2017
USD ($)
Nationwide Breach of Contract and Unjust Enrichment Claims | Pending Litigation        
Loss Contingencies [Line Items]        
Number of claims filed | claim     1  
Smartflash LLC and Smartflash Technologies Limited        
Loss Contingencies [Line Items]        
Number of patents allegedly infringed | patent   7    
Violation of Fair Credit Reporting Act | Pending Litigation        
Loss Contingencies [Line Items]        
Number of claims filed | claim 2      
Legal Proceedings with Eolas Technologies, Inc. | Pending Litigation | Minimum        
Loss Contingencies [Line Items]        
Estimate of possible loss | $       $ 130
Legal Proceedings with Eolas Technologies, Inc. | Pending Litigation | Maximum        
Loss Contingencies [Line Items]        
Estimate of possible loss | $       $ 250
v3.8.0.1
Stockholders' Equity - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Feb. 29, 2016
Dec. 31, 2010
Class of Stock [Line Items]          
Preferred stock, authorized shares 500,000,000 500,000,000      
Preferred stock, par value (in usd per share) $ 0.01 $ 0.01      
Preferred stock, outstanding shares 0 0 0    
Common shares outstanding plus underlying outstanding stock awards 504,000,000 497,000,000 490,000,000    
Stock options outstanding (in shares) 100,000 100,000 200,000    
Net unrecognized compensation cost related to unvested stock-based compensation arrangements $ 6,400,000,000        
Compensation cost expected to be expensed in next twelve months, percentage 50.00%        
Net unrecognized compensation cost related to unvested stock-based compensation arrangements, weighted average recognition period (in years) 1 year 1 month        
Estimated forfeiture rate 28.00% 28.00% 28.00%    
Number of shares of common stock granted 100,000 100,000      
Common stock available for future issuance to employees (in shares) 116,000,000        
Restricted Stock Units          
Class of Stock [Line Items]          
Fair value of units vested $ 6,800,000,000 $ 4,300,000,000 $ 2,700,000,000    
Minimum          
Class of Stock [Line Items]          
Award vesting period 2 years        
Maximum          
Class of Stock [Line Items]          
Award vesting period 5 years        
February 2016 Program          
Class of Stock [Line Items]          
Stock repurchase, authorized amount       $ 5,000,000,000  
2010 Program          
Class of Stock [Line Items]          
Stock repurchase, authorized amount         $ 2,000,000,000
v3.8.0.1
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense $ 4,215 $ 2,975 $ 2,119
Tax benefits from stock-based compensation expense 860 907 593
Cost of sales      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense 47 16 0
Fulfillment      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense 911 657 482
Marketing      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense 511 323 190
Technology and content      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense 2,305 1,664 1,224
General and administrative      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Total stock-based compensation expense $ 441 $ 315 $ 223
v3.8.0.1
Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Number of Units      
Beginning balance (in shares) 19.8 18.9 17.4
Units granted (in shares) 8.9 9.3 9.8
Units vested (in shares) (6.8) (6.1) (5.6)
Units forfeited (in shares) (1.8) (2.3) (2.7)
Ending balance (in shares) 20.1 19.8 18.9
Weighted Average Grant-Date Fair Value      
Beginning balance $ 506 $ 362 $ 285
Units granted 946 660 426
Units vested 400 321 253
Units forfeited 649 440 321
Ending balance $ 725 $ 506 $ 362
v3.8.0.1
Stockholders' Equity - Scheduled Vesting for Outstanding Restricted Stock Units (Details) - Restricted Stock Units - shares
shares in Millions
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2014
Scheduled vesting—restricted stock units        
Year Ended December 31, 2018 7.3      
Year Ended December 31, 2019 7.3      
Year Ended December 31, 2020 3.6      
Year Ended December 31, 2021 1.6      
Year Ended December 31, 2022 0.1      
Thereafter 0.2      
Total 20.1 19.8 18.9 17.4
v3.8.0.1
Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Increase (Decrease) in Accumulated Other Comprehensive Loss [Roll Forward]      
Beginning Balance $ 19,285 $ 13,384 $ 10,741
Other comprehensive income (loss) 501 (262) (212)
Ending Balance 27,709 19,285 13,384
Foreign currency translation adjustments      
Increase (Decrease) in Accumulated Other Comprehensive Loss [Roll Forward]      
Beginning Balance (1,001) (722) (512)
Other comprehensive income (loss) 533 (279) (210)
Ending Balance (468) (1,001) (722)
Unrealized gains on available-for-sale securities      
Increase (Decrease) in Accumulated Other Comprehensive Loss [Roll Forward]      
Beginning Balance 16 (1) 1
Other comprehensive income (loss) (32) 17 (2)
Ending Balance (16) 16 (1)
Total      
Increase (Decrease) in Accumulated Other Comprehensive Loss [Roll Forward]      
Beginning Balance (985) (723) (511)
Other comprehensive income (loss) 501 (262) (212)
Ending Balance $ (484) $ (985) $ (723)
v3.8.0.1
Income Taxes - Additional Information (Details)
€ in Millions, $ in Millions
1 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2017
EUR (€)
Dec. 31, 2017
USD ($)
Sep. 30, 2017
USD ($)
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Sep. 30, 2016
USD ($)
Jun. 30, 2016
USD ($)
Mar. 31, 2016
USD ($)
Dec. 31, 2017
USD ($)
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Income Tax Disclosure [Abstract]                        
Provision for income taxes, net   $ 16 $ 58 $ 467 $ 229 $ 414 $ 229 $ 307 $ 475 $ 769 $ 1,425 $ 950
Cash taxes paid, net of refunds                   957 412 273
Provisional tax benefit for impact of the Act                   789    
Income Taxes [Line Items]                        
Valuation allowance against the net deferred tax assets       $ 600                
Net capital loss carryforwards   1,100               1,100    
Accrued interest and penalties, net of federal income tax benefit, related to tax contingencies   107       $ 67       107 67  
Interest and penalties, net of federal income tax benefit                   40 $ 9 $ 18
State                        
Income Taxes [Line Items]                        
Net operating loss carryforwards   858               858    
Federal                        
Income Taxes [Line Items]                        
Net operating loss carryforwards   226               226    
Federal | IRS                        
Income Taxes [Line Items]                        
Tax examination, estimate of additional tax expense                   1,500    
Federal | Capital Loss Carryforward                        
Income Taxes [Line Items]                        
Net capital loss carryforwards   359               359    
Foreign                        
Income Taxes [Line Items]                        
Net operating loss carryforwards   $ 8,000               $ 8,000    
Foreign | Luxembourg Tax Administration                        
Income Taxes [Line Items]                        
Tax examination, estimate of additional tax expense | € € 250                      
v3.8.0.1
Income Taxes - Components of Provision for Income Taxes, Net (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Current taxes:                      
U.S. Federal                 $ (137) $ 1,136 $ 215
U.S. State                 211 208 237
International                 724 327 417
Current taxes                 798 1,671 869
Deferred taxes:                      
U.S. Federal                 (202) 116 473
U.S. State                 (26) (31) (171)
International                 199 (331) (221)
Deferred taxes                 (29) (246) 81
Provision for income taxes, net $ 16 $ 58 $ 467 $ 229 $ 414 $ 229 $ 307 $ 475 $ 769 $ 1,425 $ 950
v3.8.0.1
Income Taxes - U.S. and International Components of Income Before Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]                      
U.S.                 $ 5,630 $ 4,551 $ 2,186
International                 (1,824) (659) (618)
Income before income taxes $ 1,872 $ 316 $ 666 $ 953 $ 1,166 $ 491 $ 1,179 $ 1,056 $ 3,806 $ 3,892 $ 1,568
v3.8.0.1
Income Taxes - Items Accounting for Differences Between Income Taxes Computed at Federal Statutory Rate and Provision Recorded for Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Income Tax Disclosure [Abstract]                      
Income taxes computed at the federal statutory rate                 $ 1,332 $ 1,362 $ 549
Effect of:                      
Impact of foreign tax differential                 1,178 (69) 350
State taxes, net of federal benefits                 114 110 37
Tax credits                 (220) (119) (99)
Stock-based compensation                 (917) 189 149
Domestic production activities deduction                 0 (94) (44)
Impact of 2017 Tax Act                 (789) 0 0
Other, net                 71 46 8
Provision for income taxes, net $ 16 $ 58 $ 467 $ 229 $ 414 $ 229 $ 307 $ 475 769 $ 1,425 $ 950
Excess tax benefits from stock-based compensation                 $ 1,300    
v3.8.0.1
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Deferred tax assets:    
Loss carryforwards U.S. - Federal/States $ 211 $ 198
Loss carryforwards - Foreign 2,149 1,062
Accrued liabilities, reserves, & other expenses 901 968
Stock-based compensation 1,026 1,073
Deferred revenue 349 330
Assets held for investment 35 66
Depreciation & amortization 279 179
Other items 167 171
Tax credits 381 39
Total gross deferred tax assets 5,498 4,086
Less valuation allowance (2,538) (1,012)
Deferred tax assets, net of valuation allowance 2,960 3,074
Deferred tax liabilities:    
Depreciation & amortization (2,568) (2,332)
Acquisition related intangible assets (531) (226)
Other items (58) (62)
Net deferred tax assets, net of valuation allowance   454
Net deferred tax liabilities, net of valuation allowance $ (197)  
Excess Stock-Based Compensation Carryforward    
Deferred tax assets:    
Loss carryforwards U.S. - Federal/States   18
Loss carryforwards - Foreign   9
Tax credits   $ 659
v3.8.0.1
Income Taxes - Reconciliation of Tax Contingencies (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Gross tax contingencies – beginning of period $ 1,710 $ 1,181 $ 710
Gross increases to tax positions in prior periods 223 355 254
Gross decreases to tax positions in prior periods (139) (133) (22)
Gross increases to current period tax positions 518 308 242
Lapse of statute of limitations (3) (1) (3)
Gross tax contingencies - end of period 2,309 $ 1,710 $ 1,181
Tax contingencies, that if fully recognized, would decrease our effective tax rate $ 1,200    
v3.8.0.1
Segment Information - Additional Information (Details)
$ in Millions
12 Months Ended
Dec. 31, 2017
USD ($)
segment
Dec. 31, 2016
USD ($)
Dec. 31, 2015
USD ($)
Segment Reporting [Abstract]      
Number of operating segments | segment 3    
Segment Reporting Information [Line Items]      
Property and equipment, net $ 48,866 $ 29,114 $ 21,838
United States      
Segment Reporting Information [Line Items]      
Property and equipment, net 35,500 22,000 16,800
Rest of world      
Segment Reporting Information [Line Items]      
Property and equipment, net $ 13,400 $ 7,100 $ 5,000
v3.8.0.1
Segment Information - Reportable Segments and Reconciliation to Consolidated Net Income (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]                      
Net sales $ 60,453 $ 43,744 $ 37,955 $ 35,714 $ 43,741 $ 32,714 $ 30,404 $ 29,128 $ 177,866 $ 135,987 $ 107,006
Operating expenses                 173,760 131,801 104,773
Operating income (loss) 2,127 347 628 1,005 1,255 575 1,285 1,071 4,106 4,186 2,233
Total non-operating income (expense)                 (300) (294) (665)
Provision for income taxes (16) (58) (467) (229) (414) (229) (307) (475) (769) (1,425) (950)
Equity-method investment activity, net of tax                 (4) (96) (22)
Net income $ 1,856 $ 256 $ 197 $ 724 $ 749 $ 252 $ 857 $ 513 3,033 2,371 596
North America                      
Segment Reporting Information [Line Items]                      
Net sales                 106,110 79,785 63,708
Operating expenses                 103,273 77,424 62,283
Operating income (loss)                 2,837 2,361 1,425
International                      
Segment Reporting Information [Line Items]                      
Net sales                 54,297 43,983 35,418
Operating expenses                 57,359 45,266 36,117
Operating income (loss)                 (3,062) (1,283) (699)
AWS                      
Segment Reporting Information [Line Items]                      
Net sales                 17,459 12,219 7,880
Operating expenses                 13,128 9,111 6,373
Operating income (loss)                 $ 4,331 $ 3,108 $ 1,507
v3.8.0.1
Segment Information - Net Sales of Similar Products and Services (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Revenue from External Customer [Line Items]                      
Net sales $ 60,453 $ 43,744 $ 37,955 $ 35,714 $ 43,741 $ 32,714 $ 30,404 $ 29,128 $ 177,866 $ 135,987 $ 107,006
Online stores                      
Revenue from External Customer [Line Items]                      
Net sales                 108,354 91,431 76,863
Physical stores                      
Revenue from External Customer [Line Items]                      
Net sales                 5,798 0 0
Third-party seller services                      
Revenue from External Customer [Line Items]                      
Net sales                 31,881 22,993 16,086
Subscription services                      
Revenue from External Customer [Line Items]                      
Net sales                 9,721 6,394 4,467
AWS                      
Revenue from External Customer [Line Items]                      
Net sales                 17,459 12,219 7,880
Other                      
Revenue from External Customer [Line Items]                      
Net sales                 $ 4,653 $ 2,950 $ 1,710
v3.8.0.1
Segment Information - Net Sales Attributed to Countries Representing Significant Portion of Consolidated (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Net sales $ 60,453 $ 43,744 $ 37,955 $ 35,714 $ 43,741 $ 32,714 $ 30,404 $ 29,128 $ 177,866 $ 135,987 $ 107,006
United States                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Net sales                 120,486 90,349 70,537
Germany                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Net sales                 16,951 14,148 11,816
United Kingdom                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Net sales                 11,372 9,547 9,033
Japan                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Net sales                 11,907 10,797 8,264
Rest of world                      
Segment Reporting, Revenue Reconciling Item [Line Items]                      
Net sales                 $ 17,150 $ 11,146 $ 7,356
v3.8.0.1
Segment Information - Reconciliation of Assets from Segment to Consolidated (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting, Asset Reconciling Item [Line Items]      
Total assets $ 131,310 $ 83,402 $ 64,747
Operating Segments | North America      
Segment Reporting, Asset Reconciling Item [Line Items]      
Total assets 35,844 22,225 16,772
Operating Segments | International      
Segment Reporting, Asset Reconciling Item [Line Items]      
Total assets 18,014 10,429 7,754
Operating Segments | AWS      
Segment Reporting, Asset Reconciling Item [Line Items]      
Total assets 18,660 12,698 9,787
Corporate      
Segment Reporting, Asset Reconciling Item [Line Items]      
Total assets $ 58,792 $ 38,050 $ 30,434
v3.8.0.1
Segment Information - Reconciliation of Property and Equipment from Segments to Consolidated (Details) - USD ($)
$ in Millions
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Property and equipment, net $ 48,866 $ 29,114 $ 21,838
Operating Segments | North America      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Property and equipment, net 20,401 10,143 6,707
Operating Segments | International      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Property and equipment, net 7,425 3,448 2,266
Operating Segments | AWS      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Property and equipment, net 14,885 10,300 8,356
Corporate      
Segment Reporting, Other Significant Reconciling Item [Line Items]      
Property and equipment, net $ 6,155 $ 5,223 $ 4,509
v3.8.0.1
Segment Information - Reconciliation of Property and Equipment Additions from Segments to Consolidated (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]      
Property and equipment additions $ 29,783 $ 13,585 $ 9,625
Operating Segments | North America      
Segment Reporting Information [Line Items]      
Property and equipment additions 13,200 5,132 2,485
Operating Segments | International      
Segment Reporting Information [Line Items]      
Property and equipment additions 5,196 1,680 658
Operating Segments | AWS      
Segment Reporting Information [Line Items]      
Property and equipment additions 9,190 5,193 4,681
Operating Segments | AWS | Assets held under capital leases      
Segment Reporting Information [Line Items]      
Property and equipment additions 7,300 4,000 3,700
Operating Segments | AWS | Assets under finance leases      
Segment Reporting Information [Line Items]      
Property and equipment additions 134 75 81
Operating Segments | North America and International | Assets held under capital leases      
Segment Reporting Information [Line Items]      
Property and equipment additions 2,900 1,500 938
Operating Segments | North America and International | Assets under finance leases      
Segment Reporting Information [Line Items]      
Property and equipment additions 2,900 849 219
Corporate      
Segment Reporting Information [Line Items]      
Property and equipment additions $ 2,197 $ 1,580 $ 1,801
v3.8.0.1
Segment Information - Depreciation Expense, by Segment (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Segment Reporting Information [Line Items]      
Depreciation expense $ 8,831 $ 6,362 $ 4,949
North America      
Segment Reporting Information [Line Items]      
Depreciation expense 3,029 1,971 1,551
International      
Segment Reporting Information [Line Items]      
Depreciation expense 1,278 930 822
AWS      
Segment Reporting Information [Line Items]      
Depreciation expense $ 4,524 $ 3,461 $ 2,576
v3.8.0.1
Quarterly Results (Unaudited) (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2016
Jun. 30, 2016
Mar. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]                      
Net sales $ 60,453 $ 43,744 $ 37,955 $ 35,714 $ 43,741 $ 32,714 $ 30,404 $ 29,128 $ 177,866 $ 135,987 $ 107,006
Operating income 2,127 347 628 1,005 1,255 575 1,285 1,071 4,106 4,186 2,233
Income before income taxes 1,872 316 666 953 1,166 491 1,179 1,056 3,806 3,892 1,568
Provision for income taxes (16) (58) (467) (229) (414) (229) (307) (475) (769) (1,425) (950)
Net income $ 1,856 $ 256 $ 197 $ 724 $ 749 $ 252 $ 857 $ 513 $ 3,033 $ 2,371 $ 596
Basic earnings per share (in usd per share) $ 3.85 $ 0.53 $ 0.41 $ 1.52 $ 1.57 $ 0.53 $ 1.81 $ 1.09 $ 6.32 $ 5.01 $ 1.28
Diluted earnings per share (in usd per share) $ 3.75 $ 0.52 $ 0.40 $ 1.48 $ 1.54 $ 0.52 $ 1.78 $ 1.07 $ 6.15 $ 4.90 $ 1.25
Shares used in computation of earnings per share:                      
Basic (in shares) 483 481 479 477 476 474 473 471 480 474 467
Diluted (in shares) 496 494 492 490 486 485 483 481 493 484 477