Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 |
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 $197 million and $146 million for Q3 2013 and Q3 2012, and $545 million and $390 million for the nine months ended September 30, 2013 and 2012. |
The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of September 30, 2013 (in millions): |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, | | | | |
| 2013 | | 2014 | | 2015 | | 2016 | | 2017 | | Thereafter | | Total |
Operating and capital commitments: | | | | | | | | | | | | | |
Debt principal and interest | $ | 156 | | | $ | 633 | | | $ | 867 | | | $ | 43 | | | $ | 1,043 | | | $ | 1,407 | | | $ | 4,149 | |
|
Capital leases, including interest | 214 | | | 779 | | | 710 | | | 225 | | | 56 | | | 115 | | | 2,099 | |
|
Financing lease obligations, including interest | 8 | | | 40 | | | 41 | | | 42 | | | 43 | | | 470 | | | 644 | |
|
Operating leases | 186 | | | 649 | | | 595 | | | 552 | | | 493 | | | 2,424 | | | 4,899 | |
|
Unconditional purchase obligations (1) | 32 | | | 477 | | | 291 | | | 63 | | | 35 | | | 49 | | | 947 | |
|
Other commitments (2) (3) | 267 | | | 360 | | | 245 | | | 151 | | | 117 | | | 1,242 | | | 2,382 | |
|
Total commitments | $ | 863 | | | $ | 2,938 | | | $ | 2,749 | | | $ | 1,076 | | | $ | 1,787 | | | $ | 5,707 | | | $ | 15,120 | |
|
___________________ |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
-1 | Includes unconditional purchase obligations related to agreements to acquire and license digital video content that represent long-term liabilities or that are not reflected on the consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
-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. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
-3 | Excludes $336 million of tax contingencies for which we cannot make a reasonably reliable estimate of the amount and period of payment, if any. | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pledged Securities |
As of September 30, 2013, and December 31, 2012, we have pledged or otherwise restricted $290 million and $99 million of our cash and marketable securities as collateral for standby and trade letters of credit, guarantees, debt related to our international operations, 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 2012 Annual Report on Form 10-K and in Item 1 of Part I, “Financial Statements — Note 3 — Commitments and Contingencies — Legal Proceedings” of our Quarterly Reports on Forms 10-Q for the Periods Ended March 31, 2013, and June 30, 2013, as supplemented by the following: |
In December 2009, Nazomi Communications, Inc. filed a complaint against Amazon.com, Inc. for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that the processor core in Kindle devices infringes two patents owned by Nazomi purporting to cover “Java virtual machine hardware for RISC and CISC processors” and “Java hardware accelerator using microcode engine” (U.S. Patent Nos. 7,080,362 and 7,225,436) and seeks monetary damages, injunctive relief, costs, and attorneys’ fees. In October 2010, the case was transferred to the United States District Court for the Northern District of California. In January 2012, Nazomi added Amazon.com, Inc. to a second lawsuit that alleges, among other things, that certain Kindle devices infringe a patent owned by Nazomi purporting to cover a “Constant Pool Reference Resolution Method” (U.S. Patent No. 6,338,160) and also seeks monetary damages, injunctive relief, costs, and attorneys’ fees. In June 2013, the court granted summary judgment of noninfringement on the ‘362 and ‘436 patents. In August 2013, the court granted summary judgment of noninfringement on the ‘160 patent. The plaintiff is appealing both rulings to the Court of Appeals for the Federal Circuit. We continue to dispute the allegations of wrongdoing and intend to vigorously defend ourselves in this matter. |
In July 2010, Positive Technologies Inc. filed a complaint against Amazon.com, Inc. for patent infringement in the United States District Court for the Eastern District of Texas. The complaint alleges, among other things, that certain of our products, including Kindle devices, infringe three patents owned by the plaintiff purporting to cover a “DC Integrating Display Driver Employing Pixel Status Memories” (U.S. Patent Nos. 5,444,457, 5,627,558, and 5,831,588) and seeks monetary damages, injunctive relief, costs, and attorneys’ fees. In April 2011, the case was transferred to the United States District Court for the Northern District of California. In August 2013, we entered into a settlement of the litigation that included, among other things, a payment to the plaintiff. The settlement was not material to either the current or future years. |
In April 2011, Walker Digital LLC filed several complaints against Amazon.com, Inc. for patent infringement in the United States District Court for the District of Delaware. The complaints allege that we infringe several of the plaintiff’s U.S. patents by, among other things, providing “cross benefits” to customers through our promotions (U.S. Patent Nos. 7,831,470 and 7,827,056), using a customer’s identified original product to offer a substitute product (U.S. Patent No. 7,236,942), using our product recommendations and personalization features to offer complementary products together (U.S. Patent Nos. 6,601,036 and 6,138,105), enabling customers to subscribe to a delivery schedule for products they routinely use at reduced prices (U.S. Patent No. 5,970,470), and offering personalized advertising based on customers’ preferences identified using a data pattern (U.S. Patent No. 7,933,893). Another complaint, filed in the same court in October 2011, alleges that we infringe plaintiff’s U.S. Patent No. 8,041,711 by offering personalized advertising based on customer preferences that associate data with resource locators. Another complaint, filed in the same court in February 2012, alleges that we infringe plaintiff’s U.S. Patent No. 8,112,359 by using product information received from customers to identify and offer substitute products using a manufacturer database. In January 2013, the plaintiff filed another complaint in the same court alleging that we infringe U.S. Patent No. 6,381,582 by allowing customers to make local payments for products ordered online. All of the complaints seek monetary damages, interest, injunctive relief, costs, and attorneys’ fees. In March 2013, the complaints asserting U.S. Patent Nos. 7,236,942 and 7,933,893 were voluntarily dismissed with prejudice. In April 2013, the case asserting U.S. Patent No. 8,041,711 was stayed pending final resolution of the reexamination of that patent. In June 2013, the court granted defendants’ motions to dismiss the complaints asserting U.S. Patent Nos. 7,831,470, 7,827,056, and 8,112,359 for lack of standing. In July 2013, we filed motions seeking entry of a final judgment dismissing those claims with prejudice and for attorneys' fees, and plaintiff filed notices of appeal from the June 2013 order granting the motions to dismiss. We dispute the remaining allegations of wrongdoing and intend to vigorously defend ourselves in these matters. |
In July 2011, GPNE Corp. filed a complaint against Amazon.com, Inc. for patent infringement in the United States District Court for the District of Hawaii. The complaint alleges, among other things, that certain aspects of our technology, including Kindle devices, infringe three patents owned by the plaintiff purporting to cover a “Network Communication System Wherein a Node Obtains Resources for Transmitting Data by Transmitting Two Reservation Requests” (U.S. Patent No. 7,555,267), a “Communication System Wherein a Clocking Signal from a Controller, a Request from a Node, Acknowledgement of the Request, and Data Transferred from the Node are all Provided on Different Frequencies, Enabling Simultaneous Transmission of these Signals” (U.S. Patent No. 7,570,954) and a “Network Communication System with an Alignment Signal to Allow a Controller to Provide Messages to Nodes and Transmission of the Messages over Four Independent Frequencies” (U.S. Patent No. 7,792,492) and seeks monetary damages, interest, costs, and attorneys’ fees. In June 2012, the case was transferred to the United States District Court for the Northern District of California. In September 2013, we entered into a settlement of the litigation that included, among other things, a payment to the plaintiff. The settlement was not material to either the current or future years. |
In July 2012, Technology Properties Limited, Phoenix Digital Solutions LLC, and Patriot Scientific Corporation filed complaints against Amazon.com, Inc. for patent infringement in the United States International Trade Commission ("ITC") and in the United States District Court for the Northern District of California. The complaints allege, among other things, that using certain Kindle devices in combination with certain peripheral devices infringes U.S. Patent No. 5,809,336, entitled “High Performance Microprocessor Having Variable Speed System Clock.” The ITC complaint seeks an exclusion order preventing the importation of certain Kindle devices into the United States. The district court complaint asserts infringement of two additional patents—U.S. Patent Nos. 5,440,749 and 5,530,890, both entitled “High Performance, Low Cost Microprocessor Architecture”—and seeks an unspecified amount of damages, enhanced damages, attorneys’ fees, interest, and an injunction. In a November 2012 letter to the Company plaintiff alleged specifically that, if we are found to infringe the patents-in-suit and the patents are found to be valid (both of which we dispute), Amazon and its affiliates should pay damages of approximately $42 million, subject to enhancement, plus $17 million in prejudgment interest. In September 2013, the ITC issued an Initial Determination of non-infringement. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves in this matter. |
In May 2013, the Trustees of Boston University filed a complaint against Amazon.com, Inc. aka Amazon.com Auctions, 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. 5,686,738, entitled “Highly Insulating Monocrystalline Gallium Nitride Thin Films.” The complaint seeks an unspecified amount of damages, interest, and an injunction. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves in this matter. |
|
In July 2013, Telebuyer, LLC filed a complaint against Amazon.com, Inc., Amazon Web Services LLC, and VADATA, Inc. in the United States District Court for the Eastern District of Virginia. The complaint alleges, among other things, that certain features used on our retail website—including high resolution video and still images, user-indicated areas of interest, targeted follow-up communications, vendor proposals, on-line chat, Gold Box and Lightning Deals, and vendor ratings—infringe seven U.S. Patents: Nos. 6,323,894, 7,835,508, 7,835,509, 7,839,984, 8,059,796, and 8,098,272, all entitled “Commercial Product Routing System With Video Vending Capability,” and 8,315,364, entitled “Commercial Product Routing System With Mobile Wireless And Video Vending Capability.” The complaint seeks an unspecified amount of damages, interest, and injunctive relief. In September 2013, the case was transferred to the United States District Court for the Western District of Washington. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves 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 "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." The complaint seeks an unspecified amount of damages and interest. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves in this matter. |
In August 2013, Advanced Escreens, LLC filed a complaint against Amazon.com, Inc., in the United States District Court for the District of Delaware. The complaint alleges, among other things, that the screens used in Kindle devices infringe U.S. Patent No. 6,525,866, entitled "Electrophoretic Displays, Display Fluids For Use Therein, And Methods Of Displaying Images." The complaint seeks an unspecified amount of damages, interest, injunctive relief, and attorneys’ fees. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves in this matter. |
In August 2013, Voltstar Technologies, Inc. f/k/a Horizon Technologies, Inc. filed a complaint against Amazon.com, Inc. in the United States District Court for the Northern District of Illinois. The complaint alleges, among other things, that a USB electrical charger sold for use with Kindle devices infringes U.S. Design Patent No. D5 87,192, entitled "Electrical Charger." The complaint seeks an unspecified amount of damages and costs. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves 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. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves in these matters. |
In September 2013, Personalized Media Communications, LLC filed a complaint against Amazon.com, Inc. and Amazon Web Services, LLC in the United States District Court for the District of Delaware. The complaint alleges, among other things, that the use of certain Kindle devices, Kindle apps, and/or Amazon.com, Inc.’s website to purchase and receive electronic media infringes nine U.S. Patents: Nos. 5,887,243, 7,801,304, 7,805,749, 7,940,931, 7,769,170, 7,864,956, 7,827,587, 8,046,791, and 7,883,252, all entitled “Signal Processing Apparatus and Methods.” The complaint also alleges, among other things, that CloudFront, S3, and EC2 web services infringe three of those patents, Nos. 7,801,304, 7,864,956, and 7,827,587. The complaint seeks an unspecified amount of damages, interest, and injunctive relief. We dispute the allegations of wrongdoing and intend to vigorously defend ourselves in this matter. |
We cannot predict the impact (if any) that any of the matters described above or in our 2012 Annual Report on Form 10-K or Forms 10-Q for the Periods Ended March 31, 2013, and June 30, 2013, may have on our business, results of operations, financial position, or cash flows. Because of the inherent uncertainties of such matters, including the early stage and lack of specific damage claims in many of them, we cannot estimate the range of possible losses from them (except as otherwise indicated). |
See also “Note 7 — Income Taxes.” |