Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
COMMITMENTS AND CONTINGENCIES |
Commitments |
We have entered into non-cancellable operating, capital, and financing leases for equipment and office, fulfillment center, and data center facilities. Rental expense under operating lease agreements was $219 million and $168 million for Q1 2014 and Q1 2013. |
The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of March 31, 2014 (in millions): |
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| Nine Months Ended December 31, | | Year Ended December 31, | | | | |
| 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | Thereafter | | Total |
Operating and capital commitments: | | | | | | | | | | | | | |
Debt principal and interest | $ | 482 | | | $ | 1,252 | | | $ | 81 | | | $ | 1,081 | | | $ | 69 | | | $ | 1,375 | | | $ | 4,340 | |
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Capital leases, including interest | 857 | | | 1,246 | | | 539 | | | 115 | | | 59 | | | 121 | | | 2,937 | |
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Financing lease obligations, including interest | 37 | | | 48 | | | 48 | | | 49 | | | 49 | | | 496 | | | 727 | |
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Operating leases | 679 | | | 697 | | | 655 | | | 582 | | | 514 | | | 2,241 | | | 5,368 | |
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Unconditional purchase obligations (1) | 412 | | | 439 | | | 137 | | | 55 | | | 51 | | | 50 | | | 1,144 | |
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Other commitments (2) (3) | 586 | | | 419 | | | 194 | | | 157 | | | 128 | | | 1,369 | | | 2,853 | |
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Total commitments | $ | 3,053 | | | $ | 4,101 | | | $ | 1,654 | | | $ | 2,039 | | | $ | 870 | | | $ | 5,652 | | | $ | 17,369 | |
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-1 | Includes unconditional purchase obligations related to agreements to acquire and license digital video content that represent long-term liabilities or are not reflected on the consolidated balance sheets. For those agreements with variable terms, we do not estimate what the total obligation may be 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. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | Includes the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that have not been placed in service. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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-3 | Excludes $455 million of tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any. | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pledged Assets |
As of March 31, 2014, and December 31, 2013, we have pledged or otherwise restricted $505 million and $482 million of our cash, marketable securities, and certain property and equipment as collateral for standby and trade letters of credit, guarantees, debt, and real estate leases. |
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 8 — Commitments and Contingencies — Legal Proceedings” of our 2013 Annual Report on Form 10-K, as supplemented by the following: |
In November 2012, Lexington Luminance LLC filed a complaint against Amazon.com, Inc. and Amazon Digital Services, Inc. in the United States District Court for the District of Massachusetts. The complaint alleges, among other things, that certain light-emitting diodes in certain Kindle devices infringe U.S. Patent No. 6,936,851, entitled “Semiconductor Light-Emitting Device And Method For Manufacturing Same.” The complaint seeks an unspecified amount of damages and an injunction or, in the absence of an injunction, a compulsory ongoing royalty. In March 2014, the Court invalidated the plaintiff’s patent and dismissed the case with prejudice, and the plaintiff appealed the judgment to the United States Court of Appeals for the Federal Circuit. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter. |
In May 2013, Adaptix, 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 certain Kindle devices infringe U.S. Patent Nos. 7,454,212 and 6,947,748, both entitled “OFDMA With Adaptive Subcarrier-Cluster Configuration And Selective Loading.” The complaint seeks an unspecified amount of damages, interest, injunctive relief, and attorneys’ fees. In March 2014, 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 August 2013, Cellular Communications Equipment, LLC 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 certain Kindle devices infringe U.S. Patent Nos.: 6,819,923, entitled "Method For Communication Of Neighbor Cell Information"; 7,215,962, entitled "Method For An Intersystem Connection Handover"; 7,941,174, entitled "Method For Multicode Transmission By A Subscriber Station"; and 8,055,820 entitled "Apparatus, System, And Method For Designating A Buffer Status Reporting Format Based On Detected Pre-Selected Buffer Conditions." In March 2014, the plaintiff filed an amended complaint that alleges, among other things, that certain Kindle devices infringe U.S. Patent No. 8,055,820, entitled “Apparatus, System, And Method For Designating A Buffer Status Reporting Format Based On Detected Pre-Selected Buffer Conditions.” The amended complaint seeks an unspecified amount of damages and interest. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter. |
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, 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 March 2014, the United States Supreme Court granted review of the Busk case. The cases filed in federal court have been stayed pending that review. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters. |
In December 2013, ContentGuard Holdings, Inc. filed a complaint against Amazon.com, Inc. for patent infringement in the United States District Court for Eastern District of Texas. The complaint alleges, among other things, that certain digital rights management software used by various Kindle Fire software applications, including the Kindle Reader and Amazon Instant Video, infringe seven U.S. Patents: Nos. 6,963,859, entitled “Content Rendering Repository"; 7,523,072, entitled “System For Controlling The Distribution And Use Of Digital Works"; 7,269,576, entitled “Content Rendering Apparatus"; 8,370,956, entitled “System And Method For Rendering Digital Content In Accordance With Usage Rights Information"; 8,393,007, entitled “System And Method For Distributing Digital Content In Accordance With Usage Rights Information"; 7,225,160, entitled “Digital Works Having Usage Rights And Method For Creating The Same"; and 8,583,556, entitled “Method For Providing A Digital Asset For Distribution.” In January 2014, ContentGuard filed an amended complaint that, among other things, added HTC Corporation and HTC America as defendants. The complaint seeks an unspecified amount of damages, an injunction, enhanced damages, attorneys’ fees, costs, and interest. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter. |
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 monetary damages, costs, and interest. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter. |
In March 2014, CRFD Research, Inc. filed a complaint against Amazon.com, Inc. and Amazon Web Services, Inc. in the United States District Court for the District of Delaware. The complaint alleges, among other things, that (1) Amazon Instant Video, Amazon Prime, Amazon Cloud Player, Amazon Games, Amazon GameCircle, and Amazon Whispersync infringe U.S. Patent No. 7,191,233, entitled “System for Automated, Mid-Session, User-Directed, Device-to-Device Session Transfer System”; and (2) Elastic Compute Cloud, Simple Storage Service, CloudFront, and AWS Marketplace infringe U.S. Patent No. 7,574,486, entitled “Web Page Content Translator.” The complaint seeks an unspecified amount of damages, interest, attorneys’ fees, and an injunction. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in this matter. |
The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. In addition, for some matters for which a loss is probable or reasonably possible, an estimate of the amount of loss or range of loss is not possible and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. |
See also “Note 7 — Income Taxes.” |