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Commitments and Contingencies | 6 Months Ended
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Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Commitments The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of June 30, 2024 (in millions):
| Six Months Ended December 31, |  | Year Ended December 31, |  |  |  |
| 2024 |  | 2025 |  | 2026 |  | 2027 |  | 2028 |  | Thereafter |  | Total
Long-term debt principal and interest | $ | 5,530 |  |  | $ | 6,929 |  |  | $ | 4,582 |  |  | $ | 10,403 |  |  | $ | 3,644 |  |  | $ | 60,176 |  |  | $ | 91,264 |
Operating lease liabilities | 6,247 |  |  | 10,766 |  |  | 10,021 |  |  | 9,160 |  |  | 8,353 |  |  | 48,719 |  |  | 93,266 |
Finance lease liabilities, including interest | 913 |  |  | 1,463 |  |  | 1,378 |  |  | 1,176 |  |  | 1,045 |  |  | 6,832 |  |  | 12,807 |
Financing obligations, including interest (1) | 206 |  |  | 488 |  |  | 496 |  |  | 504 |  |  | 511 |  |  | 6,728 |  |  | 8,933 |
Leases not yet commenced | 1,110 |  |  | 2,852 |  |  | 2,900 |  |  | 2,984 |  |  | 3,062 |  |  | 26,939 |  |  | 39,847 |
Unconditional purchase obligations (2) | 4,739 |  |  | 5,969 |  |  | 4,180 |  |  | 3,226 |  |  | 2,584 |  |  | 11,710 |  |  | 32,408 |
Other commitments (3) | 2,049 |  |  | 1,955 |  |  | 1,216 |  |  | 801 |  |  | 745 |  |  | 10,021 |  |  | 16,787 |
Total commitments | $ | 20,794 |  |  | $ | 30,422 |  |  | $ | 24,773 |  |  | $ | 28,254 |  |  | $ | 19,944 |  |  | $ | 171,125 |  |  | $ | 295,312 |
___________________ (1)Includes non-cancellable financing obligations for fulfillment network and data center facilities. Excluding interest, current financing obligations of $271 million and $289 million are recorded within “Accrued expenses and other” and $6.6 billion and $6.9 billion are recorded within “Other long-term liabilities” as of December 31, 2023 and June 30, 2024. The weighted-average remaining term of the financing obligations was 17.0 years and 16.6 years and the weighted-average imputed interest rate was 3.1% and 3.0% as of December 31, 2023 and June 30, 2024. (2)Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content, procure energy, and license software that are not reflected on the consolidated balance sheets. For those agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing as of the reporting date. Purchase obligations associated with renewal provisions solely at the option of the content provider are included to the extent such commitments are fixed or a minimum amount is specified. Renewable energy agreements based on actual generation without a fixed or minimum volume commitment are not included. These agreements also provide the right to receive renewable energy certificates for no additional consideration. (3)Includes asset retirement obligations, liabilities associated with digital media content agreements with initial terms greater than one year, and the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction. Excludes approximately $5.6 billion of income tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any. Other Contingencies We are disputing claims and denials of refunds or credits, and monitoring or evaluating potential claims, related to various non-income taxes (such as sales, value added, consumption, service, and similar taxes), including in jurisdictions in which we already collect and remit these taxes. These non-income tax controversies typically include (i) the taxability of products and services, including cross-border intercompany transactions, (ii) collection and withholding on transactions with third parties, including as a result of evolving requirements imposed on marketplaces with respect to third-party sellers, and (iii) the adequacy of compliance with reporting obligations, including evolving documentation requirements. Due to the inherent complexity and uncertainty of these matters and the judicial and regulatory processes in certain jurisdictions, the final outcome of any such controversies may be materially different from our expectations. Legal Proceedings The Company is involved from time to time in claims, proceedings, and litigation, including the matters described in Item 8 of Part II, “Financial Statements and Supplementary Data — Note 7 — Commitments and Contingencies — Legal Proceedings” of our 2023 Annual Report on Form 10-K and in Item 1 of Part I, “Financial Statements — Note 4 — Commitments and Contingencies — Legal Proceedings” of our Quarterly Report on Form 10-Q for the period ended March 31, 2024, as supplemented by the following: Beginning in March 2020 with Frame-Wilson v. Amazon.com, Inc. filed in the United States District Court for the Western District of Washington (“W.D. Wash.”), private litigants have filed a number of cases in the U.S. and Canada alleging, among other things, price fixing arrangements between Amazon.com, Inc. and vendors and third-party sellers in Amazon’s stores, monopolization and attempted monopolization, and consumer protection and unjust enrichment claims. Attorneys General for the District of Columbia and California brought similar suits in May 2021 and September 2022 in the Superior Court of the District of Columbia and the California Superior Court for the County of San Francisco, respectively. Some of the private cases include allegations of several distinct purported classes, including consumers who purchased a product through Amazon’s stores and consumers who purchased a product offered by Amazon through another e-commerce retailer. The complaints seek billions of dollars of alleged damages, treble damages, punitive damages, injunctive relief, civil penalties, attorneys’ fees, and costs. The Federal Trade Commission and a number of state Attorneys General filed a similar lawsuit in September 2023 in the W.D. Wash. alleging violations of federal antitrust and state antitrust and consumer protection laws. That complaint alleges, among other things, that Amazon has a monopoly in markets for online superstores and marketplace services, and unlawfully maintains those monopolies through anticompetitive practices relating to our pricing policies, advertising practices, the structure of Prime, and promotion of our own products on our website. The complaint seeks injunctive and structural relief, an unspecified amount of damages, and costs. In May 2024, the Attorney General of Arizona filed a complaint in the Superior Court of Arizona in Maricopa County alleging that Amazon’s practices related to pricing and the Featured Offers in its stores violate state antitrust and consumer protection laws. That complaint also seeks injunctive relief, an unspecified amount of damages, civil penalties, and costs. Amazon’s motions to dismiss were granted in part and denied in part in Frame-Wilson in March 2022 and March 2023, De Coster v. Amazon.com, Inc. (W.D. Wash.) in January 2023, and the California Attorney General’s lawsuit in March 2023. All three courts dismissed claims alleging that Amazon’s pricing policies are inherently illegal and denied dismissal of claims alleging that Amazon’s pricing policies are an unlawful restraint of trade. In March 2022, the DC Superior Court dismissed the DC Attorney General’s lawsuit in its entirety; the dismissal is under appeal. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters. In March 2024, R2 Semiconductor Inc. filed a complaint against Amazon Web Services EMEA SARL in the Düsseldorf Regional Court in Germany. The complaint alleges, among other things, that use of certain Intel processors by AWS EC2 instances infringes European Patent No. 3,376,653 B1, entitled “Over Voltage Protection of a Switching Converter.” The complaint seeks an injunction, an unspecified amount of damages, and other relief. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter. In addition, we are regularly subject to claims, litigation, and other proceedings, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, privacy and data protection, consumer protection, commercial disputes, goods and services offered by us and by third parties, and other matters. The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. We evaluate, on a regular basis, developments in our legal proceedings and other contingencies that could affect the amount of liability, including amounts in excess of any previous accruals and reasonably possible losses disclosed, and make adjustments and changes to our accruals and disclosures as appropriate. For the matters we disclose that do not include an estimate of the amount of loss or range of losses, 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. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows. See also “Note 7 — Income Taxes.”

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