Home / amazon 10 k / Form 10-K - SEC

Form 10-K - SEC - amazon 10 k


Form 10-K - SEC-amazon 10 k

UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0063
Washington, D.C. 20549 Expires: March 31, 2017
Estimated average burden
hours per response ... . 2003.78
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
GENERAL INSTRUCTIONS
A. Rule as to Use of Form 10-K.
(1) This Form shall be used for annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15
U.S.C. 78m or 78o(d)) (the "Act") for which no other form is prescribed. This Form also shall be used for transition
reports filed pursuant to Section 13 or 15(d) of the Act.
(2) Annual reports on this Form shall be filed within the following period:
(a) 60 days after the end of the fiscal year covered by the report (75 days for fiscal years ending before December
15, 2006) for large accelerated filers (as defined in 17 CFR 240.12b-2):
(b) 75 days after the end of the fiscal year covered by the report for accelerated filers (as defined in 17 CFR 240.12b-2); and
(c) 90 days after the end of the fiscal year covered by the report for all other registrants.
(3) Transition reports on this Form shall be filed in accordance with the requirements set forth in Rule 13a-10 (17 CFR
240.13a-10) or Rule 15d-10 (17 CFR 240.15d-10) applicable when the registrant changes its fiscal year end.
(4) Notwithstanding paragraphs (2) and (3) of this General Instruction A., all schedules required by Article 12 of
Regulation S-X (17 CFR 210.12-01 - 210.12-29) may, at the option of the registrant, be filed as an amendment to
the report not later than 30 days after the applicable due date of the report.
B. Application of General Rules and Regulations.
(1) The General Rules and Regulations under the Act (17 CFR 240) contain certain general requirements which are ap-
plicable to reports on any form. These general requirements should be carefully read and observed in the preparation
and filing of reports on this Form.
(2) Particular attention is directed to Regulation 12B which contains general requirements regarding matters such as
the kind and size of paper to be used, the legibility of the report, the information to be given whenever the title of
securities is required to be stated, and the filing of the report. The definitions contained in Rule 12b-2 should be
especially noted. See also Regulations 13A and 15D.
C. Preparation of Report.
(1) This form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report on paper
meeting the requirements of Rule 12b-12. Except as provided in General Instruction G, the answers to the items shall
be prepared in the manner specified in Rule 12b-13.
(2) Except where information is required to be given for the fiscal year or as of a specified date, it shall be given as of
the latest practicable date.
(3) Attention is directed to Rule 12b-20, which states: "In addition to the information expressly required to be included
in a statement or report, there shall be added such further material information, if any, as may be necessary to make
the required statements, in the light of the circumstances under which they are made, not misleading."
SEC 1673 (11-14)
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
D. Signature and Filing of Report.
(1) Three complete copies of the report, including financial statements, financial statement schedules, exhibits, and all
other papers and documents filed as a part thereof, and five additional copies which need not include exhibits, shall
be filed with the Commission. At least one complete copy of the report, including financial statements, financial
statement schedules, exhibits, and all other papers and documents filed as a part thereof, shall be filed with each ex-
change on which any class of securities of the registrant is registered. At least one complete copy of the report filed
with the Commission and one such copy filed with each exchange shall be manually signed. Copies not manually
signed shall bear typed or printed signatures.
(2) (a) The report must be signed by the registrant, and on behalf of the registrant by its principal executive officer or
officers, its principal financial officer or officers, its controller or principal accounting officer, and by at least
the majority of the board of directors or persons performing similar functions. Where the registrant is a limited
partnership, the report must be signed by the majority of the board of directors of any corporate general partner
who signs the report.
(b) The name of each person who signs the report shall be typed or printed beneath his signature. Any person who
occupies more than one of the specified positions shall indicate each capacity in which he signs the report. At-
tention is directed to Rule 12b-11 (17 CFR 240.12b-11) concerning manual signatures and signatures pursuant
to powers of attorney.
(3) Registrants are requested to indicate in a transmittal letter with the Form 10-K whether the financial statements in
the report reflect a change from the preceding year in any accounting principles or practices, or in the method of
applying any such principles or practices.
E. Disclosure With Respect to Foreign Subsidiaries.
Information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted
to the extent that the required disclosure would be detrimental to the registrant. However, financial statements and financial
statement schedules, otherwise required, shall not be omitted pursuant to this Instruction. Where information is omitted pur-
suant to this Instruction, a statement shall be made that such information has been omitted and the names of the subsidiaries
involved shall be separately furnished to the Commission. The Commission may, in its discretion, call for justification that
the required disclosure would be detrimental.
F. Information as to Employee Stock Purchase, Savings and Similar Plans.
Attention is directed to Rule 15d-21 which provides that separate annual and other reports need not be filed pursuant to
Section 15(d) of the Act with respect to any employee stock purchase, savings or similar plan if the issuer of the stock or other
securities offered to employees pursuant to the plan furnishes to the Commission the information and documents specified
in the Rule.
G. Information to be Incorporated by Reference.
(1) Attention is directed to Rule 12b-23 which provides for the incorporation by reference of information contained in
certain documents in answer or partial answer to any item of a report.
(2) The information called for by Parts I and II of this form (Items l through 9A or any portion thereof) may, at the reg-
istrant's option, be incorporated by reference from the registrant's annual report to security holders furnished to the
Commission pursuant to Rule 14a-3(b) or Rule 14c-3(a) or from the registrant's annual report to security holders,
even if not furnished to the Commission pursuant to Rule 14a-3(b) or Rule 14c-3(a), provided such annual report
contains the information required by Rule 14a-3.
Note 1. In order to fulfill the requirements of Part I of Form 10-K, the incorporated portion of the annual report to
security holders must contain the information required by Items 1-3 of Form 10-K; to the extent applicable.
Note 2. If any information required by Part I or Part II is incorporated by reference into an electronic format docu-
ment from the annual report to security holders as provided in General Instruction G, any portion of the annual report
to security holders incorporated by reference shall be filed as an exhibit in electronic format, as required by Item
601(b)(13) of Regulation S-K.
2
(3) The information required by Part III (Items 10, 11, 12, 13 and 14) may be incorporated by reference from the regis-
trant's definitive proxy statement (filed or required to be filed pursuant to Regulation 14A) or definitive information
statement (filed or to be filed pursuant to Regulation 14C) which involves the election of directors, if such definitive
proxy statement or information statement is filed with the Commission not later than 120 days after the end of the
fiscal year covered by the Form 10-K. However, if such definitive proxy statement or information statement is not
filed with the Commission in the l20-day period or is not required to be filed with the Commission by virtue of Rule
3a12-3(b) under the Exchange Act, the Items comprising the Part III information must be filed as part of the Form
10-K, or as an amendment to the Form l0-K, not later than the end of the 120-day period. It should be noted that the
information regarding executive officers required by Item 401 of Regulation S-K (? 229.401 of this chapter) may be
included in Part I of Form 10-K under an appropriate caption. See Instruction 3 to Item 401(b) of Regulation S-K
(? 229.401(b) of this chapter).
(4) No item numbers of captions of items need be contained in the material incorporated by reference into the report.
However, the registrant's attention is directed to Rule 12b-23(e) (17 CFR 240.12b-23(e)) regarding the specific
disclosure required in the report concerning information incorporated by reference. When the registrant combines
all of the information in Parts I and II of this Form (Items 1 through 9A) by incorporation by reference from the
registrant's annual report to security holders and all of the information in Part III of this Form (Items 10 through
14) by incorporating by reference from a definitive proxy statement or information statement involving the election
of directors, then, notwithstanding General Instruction C(1), this Form shall consist of the facing or cover page,
those sections incorporated from the annual report to security holders, the proxy or information statement, and the
information, if any, required by Part IV of this Form, signatures, and a cross-reference sheet setting forth the item
numbers and captions in Parts I, II and III of this Form and the page and/or pages in the referenced materials where
the corresponding information appears.
H. Integrated Reports to Security Holders.
Annual reports to security holders may be combined with the required information of Form 10-K and will be suitable for
filing with the Commission if the following conditions are satisfied:
(1) The combined report contains full and complete answers to all items required by Form 10-K. When responses to a
certain item of required disclosure are separated within the combined report, an appropriate cross-reference should
be made. If the information required by Part III of Form 10-K is omitted by virtue of General Instruction G, a defini-
tive proxy or information statement shall be filed.
(2) The cover page and the required signatures are included. As appropriate, a cross-reference sheet should be filed
indicating the location of information required by the items of the Form.
(3) If an electronic filer files any portion of an annual report to security holders in combination with the required in-
formation of Form 10-K, as provided in this instruction, only such portions filed in satisfaction of the Form 10-K
requirements shall be filed in electronic format.
I. Omission of Information by Certain Wholly-Owned Subsidiaries.
If, on the date of the filing of its report on Form 10-K, the registrant meets the conditions specified in paragraph (1) below,
then such registrant may furnish the abbreviated narrative disclosure specified in paragraph (2) below.
(1) Conditions for availability of the relief specified in paragraph (2) below.
(a) All of the registrant's equity securities are owned, either directly or indirectly, by a single person which is a
reporting company under the Act and which has filed all the material required to be filed pursuant to section 13,
14, or 15(d) thereof, as applicable, and which is named in conjunction with the registrant's description of its
business;
(b) During the preceding thirty-six calendar months and any subsequent period of days, there has not been any ma-
terial default in the payment of principal, interest, a sinking or purchase fund installment, or any other material
default not cured within thirty days, with respect to any indebtedness of the registrant or its subsidiaries, and
there has not been any material default in the payment of rentals under material long-term leases;
(c) There is prominently set forth, on the cover page of the Form 10-K, a statement that the registrant meets the
conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form with
3

Is there an annual report on Form 10-K?Form 10-K Summary 71 Copyright ツゥ 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This Annual Report on Form 10-K (窶廡orm 10-K窶・ contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties.