Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [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 year presented.

Common Stock

Common shares outstanding plus shares underlying outstanding stock awards totaled 10.4 billion, 10.5 billion, and 10.6 billion, as of December 31, 2020, 2021, and 2022. These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.

Stock Repurchase Activity

In March 2022, the Board of Directors authorized a program to repurchase up to $10.0 billion of our common stock, with no fixed expiration, which replaced the previous $5.0 billion stock repurchase authorization, approved by the Board of Directors in February 2016. We repurchased 46.2 million shares of our common stock for $6.0 billion in 2022 under these programs. There were no repurchases of common stock in 2020 or 2021. As of December 31, 2022, we have $6.1 billion remaining under the repurchase program.

Stock Award Plans

Employees vest in restricted stock unit awards over the corresponding service term, generally between two and five years.

Stock Award Activity

Stock-based compensation expense is as follows (in millions):

	Year Ended December 31,
	2020		2021		2022
Cost of sales	$	283	$	540	$	757
Fulfillment	1,357		1,946		2,745
Technology and content	5,061		6,645		10,621
Sales and marketing	1,710		2,530		3,875
General and administrative	797		1,096		1,623
Total stock-based compensation expense (1)	$	9,208	$	12,757	$	19,621

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(1)The related tax benefits were $1.9 billion, $2.7 billion, and $4.3 billion for 2020, 2021, and 2022.

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, 2020	286.7	$	73
Units granted	158.6	119
Units vested	(115.5)	62
Units forfeited	(26.5)	82
Outstanding as of December 31, 2020	303.3	100
Units granted	127.3	167
Units vested	(108.4)	85
Units forfeited	(42.3)	116
Outstanding as of December 31, 2021	279.9	134
Units granted	262.8	142
Units vested	(113.3)	114
Units forfeited	(45.0)	143
Outstanding as of December 31, 2022	384.4	144

Scheduled vesting for outstanding restricted stock units as of December 31, 2022, is as follows (in millions):

	Year Ended
	2023	2024	2025	2026	2027	Thereafter	Total
Scheduled vesting — restricted stock units	140.8	136.6	67.3	35.8	1.7	2.2	384.4

As of December 31, 2022, there was $23.8 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements. This compensation is recognized on an accelerated basis with more than half of the compensation expected to be expensed in the next twelve months, and has a remaining weighted-average recognition period of 1.1 years. The estimated forfeiture rate as of December 31, 2020, 2021, and 2022 was 26.7%, 26.5%, and 26.5%. 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 2020, 2021, and 2022, the fair value of restricted stock units that vested was $15.5 billion, $18.2 billion, and $12.8 billion.

Common Stock Available for Future Issuance

As of December 31, 2022, common stock available for future issuance to employees is 1.7 billion shares.