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# Amazon.com, Inc. (AMZN) — Business, Risks, and Management's Discussion Sources: Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (accession 0001018724-26-000004, filed February 6, 2026); Quarterly Report on Form 10-Q for the quarter and six months ended June 30, 2026 (accession 0001018724-26-000026, filed July 31, 2026); and the second quarter 2026 earnings release furnished on Form 8-K (accession 0001018724-26-000024, July 30, 2026). --- ## Business *From the FY2025 Form 10-K, accession 0001018724-26-000004.* Amazon describes itself as seeking to be "Earth's most customer-centric company," guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. It serves seven primary customer sets — consumers, sellers, developers, enterprises, content creators, advertisers, and employees. **Three reportable segments.** Operations are organized into North America, International, and Amazon Web Services (AWS), reflecting how the company evaluates performance and manages operations. North America and International consist of retail sales of consumer products (including sales by third-party sellers) plus advertising and subscription services through North America-focused and internationally-focused stores respectively; each includes export sales from those stores. AWS consists of global sales of compute, storage, database, and other services to start-ups, enterprises, government agencies, and academic institutions. There are no internal revenue transactions between reportable segments; the chief operating decision maker is the President and CEO, who reviews consolidated net sales, operating expenses, and operating income by segment quarterly. **How it makes money.** - *Consumers.* Online and physical stores focused on selection, price, and convenience, designed to let hundreds of millions of unique products be sold by Amazon and by third parties across dozens of categories. Customers reach the offerings through websites, mobile apps, Alexa, devices, streaming, and physical stores. Amazon also manufactures and sells electronic devices — Kindle, Fire tablet, Fire TV, Echo, Ring, Blink, and eero — and develops and produces media content. Subscription services include Amazon Prime, which bundles fast free shipping on tens of millions of items with movies, series, live sports, and other benefits. - *Sellers.* Programs that let third parties sell in Amazon's stores and fulfill orders using its services. Amazon is not the seller of record in these transactions and earns fixed fees, a percentage of sales, per-unit activity fees, interest, or a combination. - *Developers and enterprises.* AWS offers on-demand technology services including compute, storage, database, analytics, and artificial intelligence and machine learning. - *Content creators.* Programs allowing authors, independent publishers, musicians, filmmakers, Twitch streamers, and skill and app developers to publish and sell content. - *Advertisers.* Sponsored ads, display, and video advertising sold to sellers, vendors, publishers, authors, and others. Orders are fulfilled through Amazon-operated North America and International fulfillment networks, co-sourced and outsourced arrangements in certain countries, digital delivery, and physical stores. Customer service centers are operated globally and supplemented by co-sourced arrangements. **Scale and footprint.** As of December 31, 2025, Amazon employed approximately 1,576,000 full-time and part-time employees, supplemented by independent contractors and temporary personnel. It operated 741.5 million square feet of leased and 78.1 million square feet of owned space, of which fulfillment, data centers, and other operating facilities accounted for 474.1 million leased / 45.8 million owned square feet in North America and 185.8 million / 20.7 million internationally. Physical stores numbered 615 in North America and 8 internationally. Corporate headquarters are owned and leased in Washington's Puget Sound region and in Arlington, Virginia. **Competition.** The worldwide marketplace is described as evolving rapidly and intensely competitive, against competitors spanning ten categories the company enumerates — from physical, e-commerce, and omnichannel retailers, to media producers and distributors, web search engines and comparison shopping sites, e-commerce service providers, fulfillment and logistics companies, information technology and cloud providers (including AI tools and services), consumer electronics makers, online and physical grocers, advertising services, and providers of virtual or in-person healthcare. Amazon considers selection, price, and convenience the principal competitive factors in retail, and quality, speed, and reliability of services and tools for seller and enterprise services. It notes that some competitors have greater resources, longer histories, more customers, greater brand recognition, and greater control over inputs critical to its businesses. **Seasonality.** Higher sales volume historically occurs in the fourth quarter, which ends December 31. --- ## Risk factors *From the FY2025 Form 10-K, accession 0001018724-26-000004; substantially the same risk set is restated in the Form 10-Q, accession 0001018724-26-000026.* ### Business and industry - **Intense competition** across geographies and industries — physical, e-commerce and omnichannel retail, e-commerce services, web and infrastructure computing, electronic devices, digital content, advertising, grocery, healthcare, communications, and transportation and logistics. Competition is described as continuing to intensify through new business models, well-funded entrants, business combinations, and new and enhanced technologies including search, cloud, practical applications of AI and machine learning, digital content, satellites, and devices. The internet and AI facilitate competitive entry and comparison shopping. Consequences named: offerings may not succeed, business may be lost, and spending may have to rise or prices fall. - **Expansion into new products, services, technologies, and geographies.** Limited or no experience in newer segments; customers may not adopt offerings; profitability or other intended benefits of newer activities — expressly including development and adoption of automation, AI, and machine learning for customer and internal use — may not meet expectations, and investments in them are "often significant." Failure to realize the benefits could result in those investments being written down or written off. - **International operations.** Significant to revenues and profits, and may not become profitable on a sustained basis. Enumerated risks include local economic and political conditions, government regulation and restrictive governmental actions (trade protection, retaliatory measures, export duties and quotas, customs duties and tariffs), nationalization and foreign-ownership limits, licensing requirements, repatriation and currency restrictions, limited fulfillment and technology infrastructure, working-capital cycle differences, privacy/data and consumer-protection law, lower internet use and consumer spending, staffing and cultural difficulty, works councils and labor unions, FCPA compliance, trade and tax policy, and geopolitical events including war and terrorism. The PRC and India are singled out: China restricts foreign investment in and operation of internet, IT infrastructure, data centers, retail and delivery sectors, so Amazon provides certain technology services there through contractual relationships with licensed third parties; India restricts foreign ownership or control of companies in online multi-brand retail trading, so Amazon provides marketing tools and logistics services to third-party sellers on amazon.in and holds an indirect minority interest in an entity that is itself a third-party seller there. Violations or contrary interpretations could result in fines, revoked licenses, forced restructuring, or shutdown. Separately, China-based sellers account for significant portions of third-party seller services and advertising revenues, and China-based suppliers for significant portions of components and finished goods. - **Foreign exchange risk** on international results and intercompany balances, and on cash equivalents and marketable securities held in British Pounds, Canadian Dollars, Euros, and Japanese Yen. ### Operating - **Strain from expansion** on management, personnel, operations, systems, technical performance, financial resources, and internal financial control and reporting. - **Fluctuations in operating results and growth rate.** Expense levels and investment plans are set on sales estimates, a significant portion of expenses and investments is fixed, and spending cannot always be adjusted quickly. Revenue growth may not be sustainable and percentage growth rates may decrease. Named drivers of fluctuation include customer retention and acquisition, seller network expansion, inventory and fulfillment execution, competitive entry and price decreases, adoption rates of the internet, e-commerce, devices, web services, satellite communications and AI/ML, timing and cost of systems and infrastructure expansion, financing terms, litigation outcomes, constrained labor markets raising payroll costs, and climate-change impacts (extreme weather, low-carbon transition investment, demand shifts, compliance costs, reputational damage). - **Retail variability and seasonality.** A disproportionate amount of retail sales is expected in Q4; failure to stock or restock popular products, or overstocking requiring markdowns and write-offs, could materially affect revenue and profitability. Cash and securities balances typically peak at December 31 with a corresponding increase in accounts payable, then decline through the first three months of the year as vendors and sellers are paid. - **Fulfillment network and data centers.** Failure to predict demand or to optimize and operate these networks results in excess or insufficient fulfillment or data center capacity, service interruptions, increased costs, and impairment charges. Regional labor market constraints affect productivity and make hiring, training, and deploying sufficient people difficult. Amazon relies on a limited number of shipping companies. - **Data loss and security incidents**, given large volumes of confidential, classified, sensitive, proprietary, business and personal information, and reliance on third-party technology including AI. Protections "cannot provide absolute security" and may be circumvented, including by developing technologies such as AI. - **System interruption and lack of redundancy.** Systems are "not fully redundant" and disaster recovery planning may not be sufficient; insurance may not cover related losses. - **Key personnel.** Dependence on senior management including the President and CEO, with no "key person" life insurance; significant competition for software engineers, computer scientists, and other technical staff including for AI and machine learning. Labor union organizing efforts could decrease operational flexibility. - **Suppliers.** Significant suppliers including content and technology licensors, in some cases limited or single sources. Specifically: "we rely on a limited group of suppliers for semiconductor products, including products related to artificial intelligence infrastructure such as graphics processing units," and constraints on their availability could adversely affect the ability to develop and operate AI technologies, products, or services. - **Commercial agreements and strategic alliances**, which require substantial infrastructure capacity and resource commitments, may not be renewable on comparable terms, and in some cases pay compensation tied to a counterparty's sales volume. - **Acquisitions and investments.** Risks include integration difficulty, retention of key personnel, additional operating losses, impairment of tangible and intangible assets and goodwill, difficulty obtaining regulatory approvals or satisfying closing conditions and achieving anticipated benefits within expected timeframes, losses from declines in the value of an investment or from incorporating an investee's financial performance, dependence on investee accounting and reporting systems, and unknown liabilities. Future acquisitions or mergers might require issuing equity, spending cash, or incurring debt, contingent liabilities, or intangible amortization. Valuations supporting acquisitions and strategic investments "could change rapidly," and impairments or other-than-temporary declines in fair value could adversely affect results. - **Fraudulent or unlawful seller activity**, including counterfeit, pirated, or stolen goods, with potential civil or criminal liability and reimbursement cost under the A-to-z Guarantee. - **Intellectual property**, both protecting Amazon's own rights and infringement claims against it — amplified by parties whose sole or primary business is asserting such claims, and by the possibility that Amazon's and its customers' development and use of AI results in increased infringement or other claims. - **Inventory risk** from seasonality, new product launches, rapid changes in product cycles and pricing (expressly including as a result of tariff policy changes), defective merchandise, demand and taste shifts, and spoilage. - **Payments-related risk**, including interchange and other fees, reliance on third-party payment processors, co-branded credit card programs, payment card association rules, and regulated money-transmission-type services subject to licensing, bonding, capital maintenance, and fund segregation requirements. - **Rapidly evolving business model and highly volatile stock price**, sensitive to interest rates, quarterly variations, analyst estimates, capital-structure changes, and valuation of other e-commerce or technology companies. Volatility could force higher cash compensation or larger stock awards. ### Legal and regulatory - **Evolving government regulation.** Amazon is regularly subject to formal and informal reviews, investigations, and proceedings, and faces "a number of open investigations based on claims that aspects of our operations infringe competition-related or consumer protection rules or regulations, including aspects of Amazon's operation of its stores, including its fulfillment network and Prime, and certain aspects of AWS's offering of cloud services." Regulators and lawmakers are increasingly focused on companies characterized as online "gatekeepers." - **Claims, litigation, and government investigations**, whose number and scale have increased over time — including matters alleging price fixing, monopolization, and consumer protection claims brought by state attorneys general and the Federal Trade Commission. Outcomes are "inherently unpredictable"; resolutions could involve consent decrees, substantial future payments, or orders requiring materially adverse changes to business practices. - **Product liability and food safety claims**, including for products sold by third parties using Amazon's services and stores. - **Additional tax liabilities and collection obligations**, including revenue-based taxes targeting online commerce, taxes on online advertising and marketplace service revenues, and enacted or potential global minimum taxes. Tax controversies are pending in multiple jurisdictions; the Indian tax authority has asserted that tax applies to cloud services fees paid to Amazon in the U.S. - **Government contracts and procurement regulations**, subject to audits and investigations, with penalties up to suspension or debarment, and contracts subject to periodic funding approval or termination without cause. **Cybersecurity governance.** A unified, centrally coordinated team led by the chief security officer implements cybersecurity and data protection practices, with chief information security officers responsible for parts of the business including AWS. Cybersecurity risks are evaluated by senior leadership as part of enterprise risk assessments reviewed by the Audit Committee and the Board, and are overseen by the Board's Security Committee, comprised of independent directors, which reports to the Board at least annually and oversees the response to significant incidents. The chief security officer reports directly to the CEO. --- ## Management's discussion and analysis — fiscal year 2025 *From the FY2025 Form 10-K, accession 0001018724-26-000004.* ### The frame management sets Management opens Results of Operations by naming the macroeconomic factors it says have direct and indirect impacts that are difficult to predict, isolate, and quantify: inflation and interest rates, resource and supply volatility, global economic and geopolitical developments "including unpredictable shifts in global tariff and trade policies," and the development and adoption of technologies and services including artificial intelligence. It states plainly that it expects to continue making additional investments in its AI initiatives, and expected some or all of these factors to continue affecting results into Q1 2026. ### Segment results | Net sales (in millions) | 2024 | 2025 | Growth | Growth ex-FX | | --- | --- | --- | --- | --- | | North America | $387,497 | $426,305 | 10% | 10% | | International | 142,906 | 161,894 | 13% | 10% | | AWS | 107,556 | 128,725 | 20% | 20% | | Consolidated | $637,959 | $716,924 | 12% | 12% | Mix shifted modestly: North America fell from 61% to 59% of consolidated net sales, International rose from 22% to 23%, and AWS from 17% to 18%. | Operating income (in millions) | 2024 | 2025 | | --- | --- | --- | | North America | $24,967 | $29,619 | | International | 3,792 | 4,750 | | AWS | 39,834 | 45,606 | | Consolidated | $68,593 | $79,975 | Changes in foreign exchange rates increased consolidated net sales by $4.4 billion in 2025 — reducing North America net sales by $454 million while increasing International net sales by $4.9 billion, which is why International's reported 13% growth compares with 10% excluding currency. North America and International growth are attributed to the same drivers: increased unit sales (including by third-party sellers), advertising sales, and subscription services, with unit growth driven largely by focus on price, selection, and convenience including fast shipping offers. AWS growth is attributed to increased customer usage, partially offset by pricing changes primarily driven by long-term customer contracts. On the profit side, North America's increase came from unit and advertising sales, partly offset by increased fulfillment, technology and infrastructure, shipping, and other operating costs; International's from unit and advertising sales, partly offset by shipping and fulfillment costs; and AWS's from increased sales, partly offset by spending on technology infrastructure "primarily driven by additional investments to support AWS business growth." Currency moved North America operating income down $204 million, International up $903 million, and AWS down $341 million. Consolidated 2025 operating income of $80.0 billion includes two charges management calls out: $2.5 billion recorded in Q3 2025 for the settlement of a lawsuit with the Federal Trade Commission, and $2.7 billion of estimated severance costs primarily related to planned role eliminations, of which $1.8 billion was recorded in Q3 2025. Management states it views operating income as more meaningful than gross profit and gross margin given the diversity of product categories and services. ### Operating expenses | (in millions) | 2024 | 2025 | | --- | --- | --- | | Cost of sales | $326,288 | $356,414 | | Fulfillment | 98,505 | 109,074 | | Technology and infrastructure | 88,544 | 108,521 | | Sales and marketing | 43,907 | 47,129 | | General and administrative | 11,359 | 11,172 | Cost of sales rose on product and shipping costs from higher sales, partly offset by operational efficiencies; currency added $2.8 billion. Shipping costs were $95.8 billion and $102.7 billion in 2024 and 2025, and management expects them to keep rising to the extent customers use its shipping offers at an increasing rate, more expensive shipping methods are used, and additional services are offered. Technology and infrastructure — the line where AWS's costs primarily sit, since a shared infrastructure supports both internal requirements and external AWS sales — rose 23% on increased infrastructure spending including depreciation and amortization, and management expects it to increase over time as it adds infrastructure and employees, including to support AI and machine learning initiatives. That line also carries the development costs of a satellite network for global broadband service and of autonomous vehicles for ride-hailing; the majority of satellite network costs (production, launch, payroll, and launch services deposits upon launch) are currently expensed, with certain costs to be capitalized once the service achieves commercial viability including sales to customers. General and administrative did not significantly change. Other operating expense (income), net rose from $763 million to $4.6 billion, primarily on the FTC settlement, and also including the resolution of tax disputes associated with the stores business in Italy and physical stores and other asset impairments. ### Below the operating line Interest income was $4.7 billion and $4.4 billion in 2024 and 2025, down on lower prevailing rates offset by a higher average balance of invested funds. Interest expense was $2.4 billion and $2.3 billion. Long-term lease liabilities were $78.3 billion and $87.3 billion at the two year-ends, and long-term debt $52.6 billion and $65.6 billion. Other income (expense), net swung from $(2.3) billion in 2024 — primarily the marketable securities loss on the equity investment in Rivian Automotive — to a $15.2 billion gain in 2025, primarily from an upward adjustment for observable changes in price on the nonvoting preferred stock in Anthropic, PBC and reclassification adjustments for gains on available-for-sale debt securities from portions of the Anthropic convertible notes that converted to nonvoting preferred stock during 2025. Provision for income taxes was $9.3 billion and $19.1 billion. Equity-method investment activity, net of tax, was $(101) million and $(554) million, the 2025 loss primarily from impairments. ### Liquidity and the capital expenditure trajectory Cash, cash equivalents, and marketable securities at fair value were $101.2 billion and $123.0 billion at December 31, 2024 and 2025, of which $25.5 billion and $29.7 billion were held in foreign currencies. - **Operating cash flow** was $115.9 billion and $139.5 billion, the increase attributed to higher net income excluding non-cash expenses and to changes in working capital. - **Investing cash flow** was $(94.3) billion and $(142.5) billion. **Cash capital expenditures were $77.7 billion and $128.3 billion** — a 65% increase in one year — "which primarily reflect investments in technology infrastructure (the majority of which is to support AWS business growth) and in additional capacity to support our fulfillment network, both of which we expect to increase in 2026." Cash payments net of acquired cash for acquisition and other investment activity were $7.1 billion and $3.8 billion, primarily investments in Anthropic convertible notes, including $2.7 billion invested in 2025. - **Financing cash flow** was $(11.8) billion and $9.7 billion. Debt proceeds were $5.1 billion and $25.0 billion; repayments of short-term and long-term debt, finance leases, and financing obligations were $17.0 billion and $15.3 billion. Property and equipment acquired under finance leases was $854 million and $2.9 billion. There were no borrowings outstanding under the two unsecured revolving credit facilities or the commercial paper programs at December 31, 2025; long-term debt face value including the current portion was $68.8 billion, primarily fixed-rate unsecured senior notes. Cash, cash equivalents, and marketable securities held by foreign subsidiaries were $7.1 billion, which the company intends to invest indefinitely outside the U.S. where repatriation would carry significant additional cost. **Taxes.** U.S. taxable income is reduced by accelerated depreciation deductions and the resulting liability by tax credits, primarily the U.S. federal research and development credit. The One Big Beautiful Bill Act of 2025 reinstated the option to claim 100% accelerated depreciation on qualified property retroactive to January 20, 2025, and immediate expensing of domestic research and development costs retroactive to January 1, 2025. Management says the act significantly decreased 2025 cash taxes and expects a similar effect in 2026: cash paid for income taxes net of refunds was $12.3 billion in 2024 and $8.3 billion in 2025. **Critical accounting estimates** are inventories and income taxes. On inventories, every additional 1% of inventory valuation allowance as of December 31, 2025 would have added approximately $405 million of cost of sales. ### Market risk International net sales were 23% of consolidated revenues in 2025. Against the $29.7 billion of foreign-denominated funds at year end, assumed 5%, 10%, and 20% adverse currency moves would produce declines of $1.5 billion, $3.0 billion, and $5.9 billion; against intercompany balances, losses of $600 million, $1.2 billion, and $2.4 billion recorded to other income (expense), net. Recorded value in equity, equity warrant, and convertible debt investments in public and private companies was $69.1 billion at December 31, 2025, of which publicly traded holdings — including Rivian — were $5.0 billion. Private-company equity investments, primarily Anthropic, are adjusted for observable price changes or impairments; available-for-sale convertible debt investments in private companies, primarily Anthropic, are carried at fair value. Management states that because valuations of private companies are inherently more complex given the lack of readily available market data, "we believe that market sensitivities are not practicable" — that is, no sensitivity disclosure is given for what is by far the largest component of this portfolio. **Non-GAAP measures.** Management states its financial focus is on long-term, sustainable growth in free cash flow, defined as cash flow from operations reduced by purchases of property and equipment net of proceeds from sales and incentives, and notes the measure omits principal reductions of debt and cash payments for business acquisitions. --- ## Current period — second quarter and first half of 2026 *From the Form 10-Q for the period ended June 30, 2026 (accession 0001018724-26-000026), with guidance and business detail from the earnings release furnished on Form 8-K (accession 0001018724-26-000024, July 30, 2026).* ### What changed Consolidated net sales grew 20% to $200.6 billion in Q2 2026 and 18% to $382.1 billion for the six months. The single dominant change is AWS: segment sales rose 37% year over year to $42.2 billion in the quarter (33% for the six months), which management's release characterizes as AWS's fastest growth in 18 quarters and a $169 billion annualized revenue run rate. AWS is now roughly the same size as the International segment by revenue and, at $16.6 billion of quarterly operating income, produces more profit than North America and International combined. | Q2 2026 (in millions) | Net sales | Operating expenses | Operating income | | --- | --- | --- | --- | | North America | $116,177 | $107,054 | $9,123 | | International | 42,197 | 40,480 | 1,717 | | AWS | 42,232 | 25,611 | 16,621 | | Consolidated | $200,606 | $173,145 | $27,461 | | Six months 2026 (in millions) | Net sales | Operating expenses | Operating income | | --- | --- | --- | --- | | North America | $220,320 | $202,930 | $17,390 | | International | 81,986 | 78,845 | 3,141 | | AWS | 79,819 | 49,037 | 30,782 | | Consolidated | $382,125 | $330,812 | $51,313 | North America sales rose 16% in the quarter (14% for six months) and International 15% (17% for six months), both on the same drivers as the prior year — unit sales including third-party sellers, advertising, and subscription services. Consolidated operating income rose from $19.2 billion to $27.5 billion in the quarter and from $37.6 billion to $51.3 billion for the six months. Currency did not significantly affect Q2 net sales but added $3.0 billion for the six months; International segment net sales were reduced by $82 million in Q2 by currency. Two items inside operating expenses are new and specific to the quarter. Amazon received approximately $640 million of tariff refunds under the IEEPA during Q2 2026, recorded primarily as a reduction to cost of sales and primarily affecting the North America segment; management states this represents the significant majority of the refunds it expects to receive. Separately, technology and infrastructure includes net unrealized gains on energy contracts subject to derivative accounting — $551 million in Q2 and $599 million for the six months, primarily affecting AWS. Management warns those fair value measurements do not affect cash flows but "may be material to technology and infrastructure costs in future periods due to the duration of these contracts and volatility inherent in valuation methods." As of June 30, 2026 the energy contract quantities subject to derivative accounting were approximately 270 million megawatt-hours with a weighted-average remaining duration of about 15 years. General and administrative costs decreased, primarily on lower payroll and related expenses; sales and marketing did not significantly change. ### Reported net income is dominated by investment marks, not operations Net income was $62.6 billion in Q2 2026 ($5.75 per diluted share) versus $18.2 billion ($1.68) a year earlier, and $92.9 billion for the six months. Other income (expense), net was $53.4 billion in the quarter and $69.1 billion for the six months, against $1.1 billion and $3.9 billion in the prior-year periods. That gain is almost entirely non-operating and non-cash: upward adjustments of approximately $50.5 billion in Q2 and $62.8 billion for the six months on nonvoting preferred stock in Anthropic reflecting observable changes in price from Anthropic's fundings, plus $4.5 billion of reclassification adjustments on available-for-sale debt securities from Anthropic convertible notes converted to nonvoting preferred stock in Q1 2026. The associated tax is equally visible: the six-month income tax provision was $27.8 billion, including $15.9 billion of net discrete tax expense primarily attributable to the upward adjustments to the Anthropic investments, versus $7.2 billion (including $753 million of net discrete benefits) a year earlier. Interest expense roughly doubled, to $1.3 billion in the quarter and $2.1 billion for the six months from $516 million and $1.1 billion, primarily related to debt including new issuances of notes. ### The AI investment cycle, in cash This is where the quarter is most consequential. - **Capital expenditures.** Cash capital expenditures were $53.1 billion in Q2 2026 (against $31.4 billion in Q2 2025) and $96.3 billion for the six months (against $55.6 billion) — again primarily technology infrastructure, the majority to support AWS business growth, plus fulfillment network capacity, "both of which we expect to increase in 2026." - **Free cash flow has gone negative.** Operating cash flow rose 33% to $161.4 billion for the trailing twelve months ended June 30, 2026, but free cash flow was an outflow of $7.6 billion for that period versus an inflow of $18.2 billion a year earlier, driven by a $66.1 billion year-over-year increase in purchases of property and equipment net of proceeds, which management attributes primarily to investments in artificial intelligence. - **Investing outflows.** Investing activities used $79.2 billion in the quarter and $143.5 billion for the six months, versus $39.4 billion and $69.2 billion a year earlier. - **Equity stakes in model developers.** Cash payments for acquisition and other investment activity were $24.4 billion in Q2 and $39.8 billion for the six months. Amazon invested $28.7 billion in OpenAI Series C Preferred Stock during the six months, including $13.7 billion in Q2, and $10.0 billion in Anthropic nonvoting preferred stock in Q2 ($5.0 billion in Series G and, under a new financing arrangement, $5.0 billion in Series H). - **Financing.** Financing activities provided $10.1 billion in the quarter and $62.9 billion for the six months, against outflows a year earlier. Proceeds from short-term and long-term debt were $22.9 billion in the quarter and $82.4 billion for the six months. Management states flatly: "We expect to undertake additional financing activities in 2026." ### Balance sheet and capital structure Cash, cash equivalents, and marketable securities were $123.0 billion at both December 31, 2025 and June 30, 2026 — flat despite $161 billion of trailing-twelve-month operating cash flow, because the capital program and investments consumed it and debt refilled it. Foreign-currency balances fell from $29.7 billion to $20.4 billion. Unsecured senior notes outstanding reached $132.1 billion at June 30, 2026, from a $68.8 billion total face value of long-term debt at December 31, 2025. The first-half issuances were: $37.0 billion of U.S. Dollar notes in March 2026 (2028–2076 maturities, 3.85%–6.05% stated rates, including $2.8 billion of floating rate notes); €14.5 billion of Euro-denominated notes in March 2026 (2028–2064, 2.50%–4.85%); CHF 2.8 billion of Swiss franc notes in May 2026 (2029–2051, 0.84%–2.08%); and C$14.0 billion of Canadian Dollar notes in June 2026 (2029–2056, 3.40%–5.00%). The combined weighted-average remaining life of the notes was 14.2 years, and the estimated fair value of the notes was $123.8 billion. Amazon is not subject to any financial covenants under the notes. $20.7 billion of the Euro- and Canadian Dollar-denominated notes are designated as net investment hedges. Undrawn capacity was added rather than used: in June 2026 Amazon entered a **$17.5 billion unsecured delayed draw term loan** with a syndicate of lenders, maturing three years from the date of borrowing at SOFR plus 0.625%–0.875% based on credit ratings, drawable in a single draw on or before September 30, 2026, after which undrawn commitments terminate; amounts borrowed and repaid may not be reborrowed. Nothing was outstanding at June 30, 2026. There were likewise no borrowings under the $30.0 billion commercial paper programs, the $15.0 billion revolving Credit Agreement, or the $5.0 billion 364-day facility. Total long-term lease liabilities were $94.3 billion at June 30, 2026, up from $87.3 billion. Stockholders' equity rose to $551.6 billion from $411.1 billion at year end, of which $66.3 billion is accumulated other comprehensive income — itself driven by $69.6 billion of unrealized gains on available-for-sale debt securities, i.e. the Anthropic convertible notes. There were no share repurchases in the six months ended June 30, 2025 or 2026; $6.1 billion remains under the March 2022 authorization. Total commitments as of June 30, 2026 were $650.0 billion, including $220.3 billion of long-term debt principal and interest, $137.2 billion of leases not yet commenced, $130.1 billion of unconditional purchase obligations, and $116.4 billion of operating lease liabilities. ### The AWS demand book Performance obligations from customer contracts with original terms exceeding one year, not yet recognized in the financial statements and primarily related to AWS, were approximately **$496 billion** as of June 30, 2026, with a weighted-average remaining life of 6.4 years. Two disclosed expansions sit behind that figure: in Q1 2026 AWS and OpenAI announced an expansion of the existing $38.0 billion multi-year commitment and commercial arrangement by $100.0 billion over eight years, and in Q2 2026 AWS and Anthropic announced an expansion of their strategic collaboration and existing multi-year commitment by more than $100.0 billion over ten years. Both include contractual obligations related to the performance of AWS chips. The corresponding investment positions: nonvoting preferred stock in Anthropic carried at approximately $92.5 billion at June 30, 2026 (from $14.8 billion at year end) and Anthropic convertible notes at approximately $97.9 billion fair value (from $45.8 billion), with $92.0 billion of associated unrealized gain in accumulated other comprehensive income; and $28.7 billion of OpenAI Series C Preferred Stock. Total equity investments in private companies not accounted for under the equity method were $122.3 billion, up from $16.2 billion at December 31, 2025. Amazon also made available to Anthropic a financing facility not to exceed $20.0 billion, expiring 30 months after an Anthropic liquidity event; no amount was drawable at inception, capacity becomes available as compute delivery milestones are met, and the $5.0 billion Series H investment reduced the facility to $15.0 billion. Recorded value in equity, equity warrant, and convertible debt investments in public and private companies reached $229.7 billion at June 30, 2026, of which publicly traded holdings were only $7.4 billion — and, as in the annual report, management states market sensitivities for the private-company portion "are not practicable." ### Pending acquisition — Globalstar On April 13, 2026 Amazon entered into a definitive merger agreement to acquire **Globalstar, Inc.**, a Delaware corporation, for a mix of cash and stock. Globalstar stockholders will elect, per share, either **$90.00 in cash** or **0.3210 shares of Amazon common stock** (value capped at $90.00 per share), subject to a proration mechanism capping aggregate cash elections at 40% of total Globalstar shares with the excess converting to stock pro rata, and to a downward adjustment of up to $110 million if Globalstar does not meet certain operational milestones. As of the date of the merger agreement the acquisition implied a value for Globalstar of **approximately $10.9 billion, including its debt**. Amazon also entered into agreements with Apple Inc., Globalstar's largest customer, to provide certain services after the acquisition and to redeem certain equity interests held by Apple in a Globalstar special purpose entity. The transaction is expected to close in 2027, subject to closing conditions including regulatory approvals and Globalstar's achievement of certain satellite replacement milestones. Amazon Leo's costs were already guided higher before this agreement was signed: the annual report's first-quarter 2026 guidance included approximately $1 billion of higher year-over-year Amazon Leo costs as the network scales in 2026. ### Legal developments in the quarter The quarterly report supplements the annual report's legal proceedings in three areas. First, the Illinois Biometric Information Privacy Act cases continue — beginning with *Wilcosky v. Amazon.com, Inc.*, and including *Hogan v. Amazon.com, Inc.* — covering biometric identifiers allegedly collected through Amazon products and services including voice-based AI products, Amazon Photos, Alexa, AWS cloud services, Amazon Connect, virtual try-on, and Just Walk Out. Second, the antitrust and consumer protection actions brought since March 2020 by private litigants, state attorneys general, and the FTC in the U.S., Canada, and the United Kingdom seek billions of dollars of alleged damages; one U.S. class action has been certified with three pre-certification, two U.K. class actions have been certified with a third pre-certification, and Canadian certification was denied in the Federal Court of Canada with an appeal pending. Third, the *Xockets, Inc.* patent litigation against Amazon and AWS in the Western District of Texas over the AWS Nitro System was extended in May 2026 to an International Trade Commission complaint against Amazon, AWS, Annapurna Labs, NVIDIA, and Microsoft covering EC2 P6e-GB200 UltraServers and related offerings, on which the ITC instituted an investigation in June 2026. Amazon disputes the allegations in each and intends to defend itself vigorously. Income tax contingencies were approximately $7.1 billion at June 30, 2026, up from $6.6 billion. Amazon continues to dispute the Luxembourg tax authority's September 2022 denial of the tax basis of certain intangible assets distributed from Luxembourg to the U.S. in 2021, and the Indian tax authority's assertion that tax applies to cloud services fees paid to Amazon in the U.S. On February 18, 2026 the IRS issued Notice 2026-7 on the U.S. tax treatment of previously capitalized domestic research and development costs; applied retroactively to 2025, Amazon expects it to significantly decrease 2024 and 2025 cash taxes paid. Cash paid for income taxes net of refunds was $4.0 billion for the six months, down from $5.6 billion. ### Guidance Guidance given July 30, 2026 for the third quarter of 2026: - Net sales of **$197.0 billion to $202.0 billion**, growth of 9% to 12% against Q3 2025. Excluding the impact of Prime Day in both 2025 and 2026, year-over-year growth would be nearly 400 basis points higher. The range anticipates an unfavorable impact of approximately 80 basis points from foreign exchange rates. - Operating income of **$22.5 billion to $26.5 billion**, against $17.4 billion in Q3 2025. - The guidance assumes no impact from energy derivative contract remeasurements and that no additional business acquisitions, restructurings, or legal settlements are concluded. Management expects the same macroeconomic factors named in the annual report — inflation and interest rates, resource and supply volatility, tariff and trade policy shifts, and the development and adoption of AI — to continue affecting results into Q3 2026, and expects to continue making additional investments in its AI initiatives. ### Operating detail from the earnings release Management's own framing of the quarter: AWS grew 36.7% year over year, its fastest in 18 quarters, with the AI business and the chips business each exceeding a $25 billion annual revenue run rate and each growing triple-digit percentages year over year. Advertising grew 26% year over year. In stores, management reported record delivery speeds for Prime members in the first half, with over 40% more items delivered same-day or overnight, and Grocery and Everyday Essentials growing meaningfully faster than the rest of the business. Other operating markers disclosed in the release include: Graviton5 released into general availability, with Graviton used by 98% of the top 1,000 EC2 customers; Amazon Bedrock adding more than ten fully managed foundation models and adding more customers in the last six months than in the first two years after launch; a $1 billion investment to create AWS Forward Deployed Engineering; up to $1 billion in cloud credits committed to accelerate U.S. Intelligence Community cloud migration; Amazon Now ultra-fast delivery expanded to nine countries and over 250 cities and towns; Amazon Business reaching $60 billion in annualized gross sales; four additional Amazon Leo launches bringing the constellation to nearly 400 satellites, enough to begin initial satellite internet service this year; and NHTSA approval (Part 555 exemption) for Zoox to charge for rides, the first purpose-built robotaxi to receive it. --- ## Subsequent events *Post-period events disclosed in the Form 10-Q for the period ended June 30, 2026, accession 0001018724-26-000026.* - **Completion of the OpenAI equity commitment.** Subsequent to June 30, 2026, Amazon invested the remaining **$21.3 billion** Commitment Amount in shares of Series C Preferred Stock of OpenAI Group PBC. This completes the $35.0 billion commitment entered into under the equity commitment letter agreement alongside the initial $15.0 billion Series C investment; combined with the $28.7 billion already funded and recorded on the June 30, 2026 balance sheet, it brings Amazon's total funded OpenAI Series C position to $50.0 billion. - **$25.0 billion of new senior notes.** Subsequent to June 30, 2026, Amazon issued **$25.0 billion of U.S. Dollar-denominated notes for general corporate purposes**, with maturities between 2029 and 2066, including $750 million of floating rate notes due 2029 bearing compounded SOFR plus 0.58%. The fixed rate notes carry stated interest rates between 4.60% and 6.25% and effective interest rates between 4.67% and 6.33%. This issuance is a continuation of the first-half financing program described above, and lifts the notes balance further above the $132.1 billion recorded at June 30, 2026. No post-period acquisition, divestiture, or litigation resolution is disclosed in the quarterly report beyond these items; the Globalstar merger agreement described above was entered into during the quarter and remains pending, expected to close in 2027.