What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 127 added, 92 removed, 526 unchanged (29% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

June 30, Twelve Months Ended

September 30, Nine Months Ended

September 30, Twelve Months Ended

September 30,

2024 2025 2024 2025 2024 2025

38 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

29 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

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(in millions, except per share data)

December 31, 2024 June 30, 2025

December 31, 2024 September 30, 2025

Current assets:

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The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes.

Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, valuation of acquired intangibles and goodwill, stock-based compensation forfeiture rates, vendor funding, inventory valuation, collectability of receivables, impairment of property and equipment and operating leases, valuation and impairment of investments, self-insurance liabilities, viewing patterns of capitalized video content, and the determination of when to capitalize certain costs relating to new products or service offerings.

Estimates are used for, but not limited to, income taxes, useful lives of equipment, commitments and contingencies, valuation of acquired intangibles and goodwill, stock-based compensation forfeiture rates, vendor funding, inventory valuation, collectability of receivables, impairment of property and equipment and operating leases, valuation and impairment of investments, self-insurance liabilities, viewing patterns of capitalized video content, valuation of derivative instruments, and the determination of when to capitalize certain costs relating to new products or service offerings.

Actual results could differ materially from these estimates.

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The shorter useful lives are due to the increased pace of technology development, particularly in the area of artificial intelligence and machine learning.

The effect of this change in estimate for Q2 2025, based on servers and networking equipment that were included in “Property and equipment, net” as of March 31, 2025 and those acquired during the three months ended June 30, 2025, was an increase in depreciation and amortization expense of $ 280 million and a reduction in net income of $ 217 million, or $ 0.02 per basic share and $ 0.02 per diluted share, which primarily impacted our AWS segment.

The effect of this change in estimate for the six months ended June 30, 2025, based on servers and networking equipment that were included in “Property and equipment, net” as of December 31, 2024 and those acquired during the six months ended June 30, 2025, was an increase in depreciation and amortization expense of $ 497 million and a reduction in net income of $ 379 million, or $ 0.04 per basic share and $ 0.04 per diluted share, which primarily impacted our AWS segment.

The effect of this change in estimate for Q3 2025, based on servers and networking equipment that were included in “Property and equipment, net” as of June 30, 2025 and those acquired during the three months ended September 30, 2025, was an increase in depreciation and amortization expense of $ 392 million and a reduction in net income of $ 298 million, or $ 0.03 per basic share and $ 0.03 per diluted share, which primarily impacted our AWS segment.

The effect of this change in estimate for the nine months ended September 30, 2025, based on servers and networking equipment that were included in “Property and equipment, net” as of December 31, 2024 and those acquired during the nine months ended September 30, 2025, was an increase in depreciation and amortization expense of $ 889 million and a reduction in net income of $ 677 million, or $ 0.06 per basic share and $ 0.06 per diluted share, which primarily impacted our AWS segment.

During Q3 2025, we recorded $ 2.5 billion of expense related to the settlement of a lawsuit with the Federal Trade Commission (FTC).

This charge was recorded in “Other operating expense (income), net” and impacted our North America segment.

For the three and nine months ended September 30, 2025, we recorded approximately $ 1.8 billion and $ 2.0 billion of estimated severance costs primarily related to planned role eliminations.

These charges increased our payroll and related expenses and were recorded primarily in “Technology and infrastructure,” “Sales and marketing,” and “General and administrative” and impacted all of our segments.

Supplemental Cash Flow Information

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Three Months Ended

June 30, Six Months Ended

June 30, Twelve Months Ended

September 30, Nine Months Ended

September 30, Twelve Months Ended

September 30,

2024 2025 2024 2025 2024 2025

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

1 unchanged sentence

Equity warrant valuation gains (losses) 80 441 ( 421 ) 653

Reclassification adjustment for gains (losses) on available-for-sale debt securities ( 4 ) 22 ( 5 ) 3,285

Reclassification adjustments for gains (losses) on available-for-sale debt securities — 2,307 ( 5 ) 5,592

Upward adjustments relating to equity investments in private companies 2 7,226 13 7,312

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Total other income (expense), net $ ( 27 ) $ 10,186 $ ( 2,718 ) $ 14,052

The marketable equity securities valuation gain (loss) of $ 443 million and $ 388 million in Q2 2024 and Q2 2025, and $( 1.7 ) billion and $ 250 million for the six months ended June 30, 2024 and 2025 is primarily from our equity investment in Rivian Automotive, Inc.

The reclassification adjustment for the gain on available-for-sale debt securities of $ 3.3 billion for the six months ended June 30, 2025 is primarily from the portion of our convertible notes investments in Anthropic, PBC (“Anthropic”) that were converted to nonvoting preferred stock during the three months ended March 31, 2025.

The marketable equity securities valuation gain (loss) of $( 117 ) million and $ 220 million in Q3 2024 and Q3 2025, and $( 1.8 ) billion and $ 470 million for the nine months ended September 30, 2024 and 2025 is primarily from our equity investment in Rivian Automotive, Inc.

The reclassification adjustments for the gains on available-for-sale debt securities of $ 2.3 billion in Q3 2025 and $ 5.6 billion for the nine months ended September 30, 2025 is primarily from the portions of our convertible notes investments in Anthropic, PBC (“Anthropic”) that were converted to nonvoting preferred stock during Q3 2025 and the nine months ended September 30, 2025.

The upward adjustments relating to equity investments in private companies of $ 7.2 billion in Q3 2025 and $ 7.3 billion for the nine months ended September 30, 2025 reflect observable changes in prices, primarily from our nonvoting preferred stock in Anthropic.

Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out method, and are valued at the lower of cost and net realizable value.

This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

The inventory valuation allowance, representing a write-down of inventory, was $ 3.0 billion and $ 2.8 billion as of December 31, 2024 and June 30, 2025.

The inventory valuation allowance, representing a write-down of inventory, was $ 3.0 billion and $ 2.9 billion as of December 31, 2024 and September 30, 2025.

Accounts Receivable, Net and Other

Included in “Accounts receivable, net and other” on our consolidated balance sheets are receivables primarily related to customers, vendors, and prepaid expenses and other current assets.

As of December 31, 2024 and June 30, 2025, customer receivables, net, were $ 34.3 billion and $ 36.6 billion, vendor receivables, net, were $ 11.6 billion and $ 10.6 billion, and other receivables, net, were $ 3.4 billion and $ 3.5 billion.

Prepaid expenses and other current assets, which include amounts related to non-income taxes and satellite network launch services deposits, were $ 6.3 billion and $ 6.7 billion as of December 31, 2024 and June 30, 2025.

As of December 31, 2024 and September 30, 2025, customer receivables, net, were $ 34.3 billion and $ 38.0 billion, vendor receivables, net, were $ 11.6 billion and $ 12.5 billion, and other receivables, net, were $ 3.4 billion and $ 3.8 billion.

Prepaid expenses and other current assets, which include amounts related to non-income taxes and satellite network launch services deposits, were $ 6.3 billion and $ 6.8 billion as of December 31, 2024 and September 30, 2025.

We currently expense satellite network launch services deposits upon launch to “Technology and infrastructure.”

We estimate losses on receivables based on expected losses, including our historical experience of actual losses.

The allowance for doubtful accounts was $ 2.0 billion and $ 2.1 billion as of December 31, 2024 and June 30, 2025.

The allowance for doubtful accounts was $ 2.0 billion and $ 2.3 billion as of December 31, 2024 and September 30, 2025.

Digital Video and Music Content

Included in “Other assets” on our consolidated balance sheets are the total capitalized costs of video, which is primarily released content, and music, which as of December 31, 2024 and June 30, 2025 were $ 19.6 billion and $ 20.4 billion.

Total video and music expense was $ 4.6 billion and $ 5.1 billion in Q2 2024 and Q2 2025, and $ 9.2 billion and $ 10.2 billion for the six months ended June 30, 2024 and 2025.

Included in “Other assets” on our consolidated balance sheets are the total capitalized costs of video, which is primarily released content, and music, which as of December 31, 2024 and September 30, 2025 were $ 19.6 billion and $ 21.5 billion.

Total video and music expense was $ 5.0 billion and $ 5.5 billion in Q3 2024 and Q3 2025, and $ 14.2 billion and $ 15.7 billion for the nine months ended September 30, 2024 and 2025.

Unearned Revenue

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Unearned revenue primarily relates to prepayments of AWS services and Amazon Prime memberships.

Our total unearned revenue as of December 31, 2024 was $ 24.6 billion, of which $ 11.4 billion was recognized as revenue during the six months ended June 30, 2025.

Included in “Other long-term liabilities” on our consolidated balance sheets was $ 6.5 billion and $ 4.3 billion of unearned revenue as of December 31, 2024 and June 30, 2025.

Our total unearned revenue as of December 31, 2024 was $ 24.6 billion, of which $ 15.0 billion was recognized as revenue during the nine months ended September 30, 2025.

Included in “Other long-term liabilities” on our consolidated balance sheets was $ 6.5 billion and $ 4.1 billion of unearned revenue as of December 31, 2024 and September 30, 2025.

Additionally, we have performance obligations, primarily related to AWS, associated with commitments in customer contracts for future services that have not yet been recognized in our consolidated financial statements.

For contracts with original terms that exceed one year, those commitments not yet recognized were approximately $ 195 billion as of June 30, 2025.

For contracts with original terms that exceed one year, those commitments not yet recognized were approximately $ 200 billion as of September 30, 2025.

The weighted-average remaining life of our long-term contracts is 3.8 years.

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Cash, Cash Equivalents, Restricted Cash, and Marketable Securities

As of December 31, 2024 and June 30, 2025, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S.

As of December 31, 2024 and September 30, 2025, our cash, cash equivalents, restricted cash, and marketable securities primarily consisted of cash, AAA-rated money market funds, U.S.

and foreign government and agency securities, other investment grade securities, and marketable equity securities.

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The following table summarizes, by major security type, our cash, cash equivalents, restricted cash, and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):

December 31, 2024 June 30, 2025

December 31, 2024 September 30, 2025

Fair Value Cost or

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___________________

(1) The related unrealized gain (loss) recorded in “Other income (expense), net” was $ 443 million and $ 393 million in Q2 2024 and Q2 2025, and $( 1.7 ) billion and $ 188 million for the six months ended June 30, 2024 and 2025.

(1) The related unrealized gain (loss) recorded in “Other income (expense), net” was $( 145 ) million and $ 153 million in Q3 2024 and Q3 2025, and $( 1.8 ) billion and $ 341 million for the nine months ended September 30, 2024 and 2025.

(2) We are required to pledge or otherwise restrict a portion of our cash, cash equivalents, and marketable debt securities primarily as collateral for real estate, amounts due to third-party sellers in certain jurisdictions, debt, standby and trade letters of credit, and licenses of digital media content.

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See “Note 4 — Commitments and Contingencies.”

The following table summarizes the remaining contractual maturities of our cash equivalents and marketable debt securities as of June 30, 2025 (in millions):

The following table summarizes the remaining contractual maturities of our cash equivalents and marketable debt securities as of September 30, 2025 (in millions):

Cost Estimated

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As a result of conversions, a significant portion of the unrealized gain associated with the notes as of December 31, 2024 was reclassified and a gain of approximately $ 3.3 billion was recorded in “Other income (expense), net” in our consolidated statement of operations.

The investment in nonvoting preferred stock was initially recorded at its estimated fair value at the time of the conversion and will be accounted for as a component of our equity investments in private companies not accounted for under the equity-method, with future adjustments for observable changes in prices or impairments recognized in “Other income (expense), net” on our consolidated statements of

In Q2 2025, we invested $ 1.3 billion in a new convertible note from Anthropic, and will invest an additional $ 1.4 billion by Q4 2025.

As of June 30, 2025, the estimated fair value of our convertible notes and amounts recorded for nonvoting preferred stock investments was approximately $ 15.1 billion.

The investment in nonvoting preferred stock was initially recorded at its estimated fair value at the time of the conversion and will be accounted for as a component of our equity investments in private companies not accounted for under the equity-method, with future adjustments for observable changes in prices or impairments representing Level 3 fair value measurements recognized in “Other income

(expense), net” on our consolidated statements of operations.

In Q2 2025, we invested $ 1.3 billion in a new convertible note from Anthropic, and will invest an additional $ 1.4 billion in Q4 2025.

In Q3 2025, an additional portion of our notes was converted to nonvoting preferred stock, and as a result of the conversion a portion of the unrealized gain associated with the notes was reclassified and a gain of approximately $ 2.3 billion was recorded in “Other income (expense), net.” We also recorded an upward adjustment of $ 7.2 billion to our nonvoting preferred stock in “Other income (expense), net” to reflect observable changes in price.

As of September 30, 2025, the amount recorded on our consolidated balance sheet for nonvoting preferred stock was approximately $ 14.8 billion.

As of September 30, 2025, the estimated fair value of our convertible notes recorded on our consolidated balance sheet was approximately $ 23.7 billion, and the associated unrealized gain included in “Accumulated other comprehensive income (loss)” was $ 18.8 billion.

We also have a commercial arrangement primarily for the provision of AWS cloud services, which includes the use of AWS chips.

As of December 31, 2024 and June 30, 2025, equity investments in private companies not accounted for under the equity-method had a carrying value of $ 989 million and $ 6.1 billion, with adjustments for observable changes in prices or impairments recognized in “Other income (expense), net” on our consolidated statements of operations.

As of December 31, 2024 and June 30, 2025, equity investments accounted for under the equity-method of accounting, including investments for which we have elected the fair value option, had a carrying value of $ 1.2 billion.

As of December 31, 2024 and September 30, 2025, equity investments in private companies not accounted for under the equity-method, which primarily relate to nonvoting preferred stock in Anthropic, had a carrying value of $ 989 million and $ 16.0 billion, with adjustments for observable changes in prices or impairments representing Level 3 fair value measurements recognized in “Other income (expense), net” on our consolidated statements of operations.

As of December 31, 2024 and September 30, 2025, equity investments accounted for under the equity-method of accounting, including investments for which we have elected the fair value option, had a carrying value of $ 1.2 billion and $ 1.1 billion.

We hold equity warrants giving us the right to acquire stock of other companies.

As of December 31, 2024 and June 30, 2025, these warrants had a fair value of $ 2.7 billion and $ 2.6 billion, with gains and losses recognized in “Other income (expense), net” on our consolidated statements of operations.

As of December 31, 2024 and September 30, 2025, these warrants had a fair value of $ 2.7 billion and $ 2.9 billion, with gains and losses recognized in “Other income (expense), net” on our consolidated statements of operations.

These warrants are classified as Level 2 and 3 assets.

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The following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown in the consolidated statements of cash flows (in millions):

December 31, 2024 June 30, 2025

December 31, 2024 September 30, 2025

Cash and cash equivalents $ 78,779 $ 66,922

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We have entered into non-cancellable operating and finance leases for fulfillment network, data center, office, and physical store facilities as well as server and networking equipment, aircraft, and vehicles.

Gross assets acquired under finance leases, including those where title transfers at the end of the lease, are recorded in “ Property and equipment, net ” and were $ 56.5 billion and $ 56.1 billion as of December 31, 2024 and June 30, 2025.

Accumulated amortization associated with finance leases was $ 41.8 billion and $ 41.5 billion as of December 31, 2024 and June 30, 2025.

Gross assets acquired under finance leases, including those where title transfers at the end of the lease, are recorded in “ Property and equipment, net ” and were $ 56.5 billion and $ 56.0 billion as of December 31, 2024 and September 30, 2025.

Accumulated amortization associated with finance leases was $ 41.8 billion and $ 41.1 billion as of December 31, 2024 and September 30, 2025.

Lease cost recognized in our consolidated statements of operations is summarized as follows (in millions):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2025 2024 2025

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Other information about lease amounts recognized in our consolidated financial statements is as follows:

December 31, 2024 June 30, 2025

December 31, 2024 September 30, 2025

Weighted-average remaining lease term – operating leases 10.6 years 10.0 years

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Total long-term lease liabilities $ 69,050 $ 9,227 $ 78,277

June 30, 2025

September 30, 2025

Operating Leases Finance Leases Total

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Note 4 — COMMITMENTS AND CONTINGENCIES

The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of June 30, 2025 (in millions):

Six Months Ended December 31, Year Ended December 31,

The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations and are generally cancellable, as of September 30, 2025 (in millions):

Three Months Ended December 31, Year Ended December 31,

2025 2026 2027 2028 2029 Thereafter Total

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(1) Includes non-cancellable financing obligations for fulfillment network and data center facilities.

Excluding interest, current financing obligations of $ 312 million and $ 280 million are recorded within “Accrued expenses and other” and $ 7.1 billion and $ 7.2 billion are recorded within “Other long-term liabilities” as of December 31, 2024 and June 30, 2025.

The weighted-average remaining term of the financing obligations was 16.1 years and 15.5 years and the weighted-average imputed interest rate was 3.1 % as of December 31, 2024 and June 30, 2025.

Excluding interest, current financing obligations of $ 312 million and $ 281 million are recorded within “Accrued expenses and other” and $ 7.1 billion and $ 7.2 billion are recorded within “Other long-term liabilities” as of December 31, 2024 and September 30, 2025.

The weighted-average remaining term of the financing obligations was 16.1 years and 15.3 years and the weighted-average imputed interest rate was 3.1 % as of December 31, 2024 and September 30, 2025.

(2) Includes unconditional purchase obligations related to long-term agreements to acquire and license digital media content, procure energy, acquire property and equipment, 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.

For those agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities and/or pricing, or termination penalties, 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.

Energy agreements based on actual generation without a fixed or minimum volume commitment are not included.

Our energy agreements generally provide the right to receive energy certificates for no additional consideration.

Certain of our energy agreements also provide the right to receive energy certificates.

(3) Includes asset retirement obligations, the estimated timing and amounts of payments for rent and tenant improvements associated with build-to-suit lease arrangements that are under construction, and liabilities associated with digital media content agreements with initial terms greater than one year.

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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 2024 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, 2025, as supplemented by the following:

In June 2025, Xockets, Inc.

filed two complaints against Amazon.com, Inc.

and Amazon Web Services, Inc.

in the United States District Court for the Western District of Texas.

The complaints allege, among other things, that certain versions of the AWS Nitro System infringe U.S.

The complaints seek an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, interest, and injunctive relief.

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 2024 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 Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025, as supplemented by the following:

Since March 2020, private litigants, state Attorneys General, and the Federal Trade Commission have filed cases in the U.S., Canada, and the United Kingdom alleging, among other things:

price fixing arrangements between each of Amazon and its vendors and Amazon and its third-party sellers;

abuse of dominance, monopolization, and attempted monopolization;

and consumer protection and unjust enrichment claims, in violation of federal and state antitrust, state consumer protection, and

Canadian and U.K.

antitrust laws.

The first of these complaints was Frame-Wilson v.

Amazon.com, Inc., which was filed in the United States District Court for the Western District of Washington (“W.D.

These complaints seek billions of dollars of alleged damages, treble damages, punitive damages, injunctive relief, structural relief, civil penalties, attorneys’ fees, and costs.

Some of the private plaintiff cases include allegations of 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.

Some of the cases include allegations that Amazon has a monopoly in markets for online superstores, marketplace services, or intermediation services and that we unlawfully engage in anticompetitive practices relating to our pricing policies, selection of the Featured Offers, use of seller data, advertising practices, the structure of Prime, and promotion of our own products on our website.

In the U.S., most of Amazon’s motions to dismiss were granted in part, but in each case, at least some of the claims survived.

In Canada, class certification was denied in a case before the Federal Court of Canada, finding that plaintiffs had not stated a viable claim, and plaintiffs’ appeal of that ruling is pending.

Two Canadian class actions before other courts are pre-certification.

In the United Kingdom, two class actions have been certified and a third is pre-certification.

In the U.S., one class action has been certified, and three others are pre-certification.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

In December 2021, the Italian Competition Authority (the “ICA”) issued a decision against Amazon Services Europe S.à r.l., Amazon Europe Core S.à r.l., Amazon EU S.à r.l., Amazon Italia Services S.r.l., and Amazon Italia Logistica S.r.l.

claiming that certain of our marketplace and logistics practices in Italy infringe EU competition rules.

The decision imposes remedial actions and a fine of € 1.13 billion, which we have paid and will seek to recover pending conclusion of all appeals.

In September 2025, the Italian Administrative Tribunal (the “TAR”) affirmed the ICA’s decision but reduced the fine to € 752 million.

We believe the TAR’s ruling affirming the ICA’s decision to be without merit and will continue 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.

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Note 5 — DEBT

As of June 30, 2025, we had $ 55.3 billion of unsecured senior notes outstanding (the “Notes”).

As of September 30, 2025, we had $ 54.3 billion of unsecured senior notes outstanding (the “Notes”).

Our total long-term debt obligations are as follows (in millions):

Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2024 June 30, 2025

Maturities (1) Stated Interest Rates Effective Interest Rates December 31, 2024 September 30, 2025

2014 Notes issuance of $ 6.0 billion

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___________________

(1) The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, and December 2022 Notes were 14.9 , 14.7 , 18.6 , 13.7 , 14.3 , and 4.1 years as of June 30, 2025.

The combined weighted-average remaining life of the Notes was 13.6 years as of June 30, 2025.

(1) The weighted-average remaining lives of the 2014, 2017, 2020, 2021, April 2022, and December 2022 Notes were 14.6 , 15.7 , 18.4 , 13.4 , 14.0 , and 3.9 years as of September 30, 2025.

The combined weighted-average remaining life of the Notes was 13.6 years as of September 30, 2025.

Interest on the Notes is payable semi-annually in arrears.

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We are not subject to any financial covenants under the Notes.

The estimated fair value of the Notes was approximately $ 50.2 billion and $ 48.2 billion as of December 31, 2024 and June 30, 2025, which is based on quoted prices for our debt as of those dates.

The estimated fair value of the Notes was approximately $ 50.2 billion and $ 47.9 billion as of December 31, 2024 and September 30, 2025, which is based on quoted prices for our debt as of those dates.

As of September 30, 2024, we had repaid outstanding borrowings and terminated the secured revolving credit facility with a lender that was secured by certain seller receivables (the “Credit Facility”).

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In April 2025, we increased the size of the Commercial Paper Programs from $ 20.0 billion to $ 30.0 billion.

There were no borrowings outstanding under the Commercial Paper Programs as of December 31, 2024 and June 30, 2025.

There were no borrowings outstanding under the Commercial Paper Programs as of December 31, 2024 and September 30, 2025.

We use the net proceeds from the issuance of commercial paper for general corporate purposes.

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The interest rate applicable to outstanding balances under the Credit Agreement is the applicable benchmark rate specified in the Credit Agreement plus 0.45 %, with a commitment fee of 0.03 % on the undrawn portion of the credit facility.

There were no borrowings outstanding under the Credit Agreement as of December 31, 2024 and June 30, 2025.

We have a $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “Short-Term Credit Agreement”), which matures in October 2025 and may be extended for one additional period of 364 days subject to approval by the lenders.

There were no borrowings outstanding under the Credit Agreement as of December 31, 2024 and September 30, 2025.

As of September 30, 2025, we had a $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders (the “2024 Short-Term Credit Agreement”).

The interest rate applicable to outstanding balances under the 2024 Short-Term Credit Agreement is the Secured Overnight Financing Rate specified in the 2024 Short-Term Credit Agreement plus 0.45 %, with a commitment fee of 0.03 % on the undrawn portion.

There were no borrowings outstanding under the Short-Term Credit Agreement as of December 31, 2024 and June 30, 2025.

There were no borrowings outstanding under the 2024 Short-Term Credit Agreement as of December 31, 2024 and September 30, 2025.

In October 2025, we replaced the 2024 Short-Term Credit Agreement with a new $ 5.0 billion unsecured 364-day revolving credit facility with a syndicate of lenders on substantially the same terms, which matures in October 2026 and may be extended for one additional period of 364 days subject to approval by the lenders.

We also utilize other short-term credit facilities for working capital purposes.

There were $ 151 million and $ 173 million of borrowings outstanding under these facilities as of December 31, 2024 and June 30, 2025, which were included in “Accrued expenses and other” on our consolidated balance sheets.

In addition, we had $ 9.0 billion of unused letters of credit as of June 30, 2025.

There were $ 151 million and $ 220 million of borrowings outstanding under these facilities as of December 31, 2024 and September 30, 2025, which were included in “Accrued expenses and other” on our consolidated balance sheets.

In addition, we had $ 10.6 billion of unused letters of credit as of September 30, 2025.

Note 6 — STOCKHOLDERS’ EQUITY

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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.

There were no repurchases of our common stock during the six months ended June 30, 2024 or 2025.

As of June 30, 2025, we have $ 6.1 billion remaining under the repurchase program.

There were no repurchases of our common stock during the nine months ended September 30, 2024 or 2025.

As of September 30, 2025, we have $ 6.1 billion remaining under the repurchase program.

Stock Award Plans

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Stock Award Activity

Common shares outstanding plus shares underlying outstanding stock awards totaled 10.9 billion and 11.0 billion as of December 31, 2024 and June 30, 2025.

Common shares outstanding plus shares underlying outstanding stock awards totaled 10.9 billion and 11.0 billion as of December 31, 2024 and September 30, 2025.

These totals include all vested and unvested stock awards outstanding, including those awards we estimate will be forfeited.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

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Total stock-based compensation expense $ 5,333 $ 4,847 $ 17,016 $ 15,070

The following table summarizes our restricted stock unit activity for the six months ended June 30, 2025 (in millions):

The following table summarizes our restricted stock unit activity for the nine months ended September 30, 2025 (in millions):

Number of Units Weighted-Average

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Units forfeited ( 27.7 ) 153

Outstanding as of June 30, 2025 291.7 164

Scheduled vesting for outstanding restricted stock units as of June 30, 2025, is as follows (in millions):

Six Months Ended December 31, Year Ended December 31,

Outstanding as of September 30, 2025 268.1 168

Scheduled vesting for outstanding restricted stock units as of September 30, 2025, is as follows (in millions):

Three Months Ended December 31, Year Ended December 31,

2025 2026 2027 2028 2029 Thereafter Total

Scheduled vesting — restricted stock units 44.5 112.8 70.9 29.7 8.3 1.9 268.1

As of June 30, 2025, there was $ 22.7 billion of net unrecognized compensation cost related to unvested stock-based compensation arrangements.

As of September 30, 2025, there was $ 20.1 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 1.0 year.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

21 unchanged sentences

In addition, we record valuation allowances against deferred tax assets when there is uncertainty about our ability to generate future income in relevant jurisdictions.

For 2025, we estimate that our effective tax rate will be favorably impacted by the U.S.

federal research and development credit and adversely affected by state income taxes.

Our income tax provision for the six months ended June 30, 2024 was $ 4.2 billion, which included $ 1.9 billion of net discrete tax benefits primarily attributable to excess tax benefits from stock-based compensation.

Our income tax provision for the six months ended June 30, 2025 was $ 7.2 billion, which included $ 753 million of net discrete tax benefits primarily attributable to excess tax benefits from stock-based compensation.

Cash paid for income taxes, net of refunds was $ 5.7 billion and $ 4.8 billion in Q2 2024 and Q2 2025, and $ 6.2 billion and $ 5.6 billion for the six months ended June 30, 2024 and 2025.

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025.

1 unchanged sentence

corporate income tax, including reinstating the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025, and immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025.

While we are still evaluating the full extent of the 2025 Tax Act’s impact, in 2025 we expect our U.S.

cash taxes to significantly decrease and our income tax provision to increase primarily due to a decrease in our foreign income deduction.

As of December 31, 2024 and June 30, 2025, income tax contingencies were approximately $ 6.5 billion and $ 5.8 billion.

The 2025 Tax Act increased our income tax provision for the nine months ended September 30, 2025, primarily due to a decrease in the foreign income deduction, and will significantly decrease our cash taxes in 2025.

For 2025, we estimate that our effective tax rate will be favorably impacted by the U.S.

federal research and development credit and adversely affected by state income taxes.

Our income tax provision for the nine months ended September 30, 2024 was $ 6.9 billion, which included $ 2.4 billion of net discrete tax benefits primarily attributable to excess tax benefits from stock-based compensation.

Our income tax provision

for the nine months ended September 30, 2025 was $ 14.1 billion, which included $ 354 million of net discrete tax expense primarily attributable to the net gains from our investments in Anthropic, partially offset by excess tax benefits from stock-based compensation.

Cash paid for income taxes, net of refunds was $ 2.0 billion and $ 1.1 billion in Q3 2024 and Q3 2025, and $ 8.2 billion and $ 6.8 billion for the nine months ended September 30, 2024 and 2025.

As of December 31, 2024 and September 30, 2025, income tax contingencies were approximately $ 6.5 billion and $ 5.9 billion.

Changes in tax laws, regulations, administrative practices, principles, and interpretations may impact our tax contingencies.

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The majority of technology costs recorded in “Technology and infrastructure” are incurred in the U.S.

and are included in our North America

and AWS segments.

and are included in our North America and AWS segments.

The majority of infrastructure costs recorded in “Technology and infrastructure” are allocated to the AWS segment based on usage.

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

19 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

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Total segment assets reconciled to consolidated amounts are as follows (in millions):

December 31, 2024 June 30, 2025

December 31, 2024 September 30, 2025

North America (1) $ 210,120 $ 227,984

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Property and equipment, net by segment is as follows (in millions):

December 31, 2024 June 30, 2025

December 31, 2024 September 30, 2025

North America $ 103,041 $ 115,661

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

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___________________

(1) Includes property and equipment added under finance leases of $ 135 million and $ 21 million in Q2 2024 and Q2 2025, and $ 142 million and $ 75 million for the six months ended June 30, 2024 and 2025.

(2) Includes property and equipment added under finance leases of $ 46 million and $ 916 million in Q2 2024 and Q2 2025, and $ 81 million and $ 916 million for the six months ended June 30, 2024 and 2025.

(1) Includes property and equipment added under finance leases of $ 182 million and $ 432 million in Q3 2024 and Q3 2025, and $ 324 million and $ 507 million for the nine months ended September 30, 2024 and 2025.

(2) Includes property and equipment added under finance leases of $ 4 million and $ 545 million in Q3 2024 and Q3 2025, and $ 85 million and $ 1.5 billion for the nine months ended September 30, 2024 and 2025.

Depreciation and amortization expense on property and equipment, including corporate property and equipment, are allocated to all segments based on usage.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2025 2024 2025

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements