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Amazon.Com Announces 28% Sales Growth Fueled by Lower Prices and Free Shipping.


Business Editors

SEATTLE--(BUSINESS WIRE)--April 24, 2003

Meaningful Innovation Leads, Launches, Inspires Relentless

Amazon Amazon, in Greek mythology
Amazon (ăm`əzŏn), in Greek mythology, one of a tribe of warlike women who lived in Asia Minor.
 Visitor Improvements

Amazon.com (Amazon.com, Seattle, WA, www.amazon.com) The largest online shopping site and one of the most widely known e-commerce sites on the Web. Founded by Jeff Bezos in 1995, it had 11 employees by year's end. Within four years, it had more than 1,600 employees and four million customers. , Inc. (Nasdaq:AMZN AMZN Amazon.com (NASDAQ symbol) ) today announced financial results for its first quarter ended March 31, 2003.

Operating cash flow Operating cash flow

Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements.
 was $164 million for the trailing four quarters, compared with $46 million for the four quarters ended March 31, 2002. Free cash flow was $123 million for the trailing four quarters, compared with $10 million for the four quarters ended March 31, 2002.

Common shares outstanding plus shares underlying stock-based employee awards totaled 432 million at March 31, 2003, a decrease of 1% compared with a year ago.

Net sales Net Sales

The amount a seller receives from the buyer after costs associated with the sale are deducted.

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 were $1.084 billion in the first quarter, compared with $847 million in the first quarter 2002, an increase of 28%.

Net loss was $10 million, or $(0.03) per share, in the first quarter, compared with $23 million in the first quarter 2002, or $(0.06) per share. Pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts.

The phrase pro forma
 net income in the first quarter, which includes interest expense, grew over $45 million to $40 million, or $0.10 per share, compared with a pro forma net loss of $5 million, or $(0.01) per share, in the first quarter 2002.

"Our strategy of driving down costs to give customers lower prices continues to pay off," said Tom Szkutak, chief financial officer of Amazon.com. "In the first quarter, customers took advantage of Free Super Saver Super saver may refer to:
  • Super Saver Foods, a grocery store chain
  • $uper $aver, a game played on The Price is Right.
  • Super saver, a term used by advertisers.
 Shipping and broad everyday low prices, which created our first-ever non-holiday quarter with sales over $1 billion, but this was only possible because we reduced our costs in virtually every area of our business."

In addition to its year-round Free Super Saver Shipping on orders over $25 at www.amazon.com, the Company offers free shipping options at its U.K., German, French, Japanese Japanese (jăp'ənēz`), language of uncertain origin that is spoken by more than 125 million people, most of whom live in Japan. There are also many speakers of Japanese in the Ryukyu Islands, Korea, Taiwan, parts of the United States, and  and Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  sites. Amazon.com also offers 30% off books over $15 and significantly lowered prices on electronics, tools, and bestselling bestselling
adjective successful, top, hit (informal) smash (informal) flourishing, lucrative, smash-hit (informal) chart-topping (informal) moneymaking, number one, highly successful
 CDs and DVDs.

"Meaningful innovation leads, launches, inspires relentless Amazon visitor improvements," said Jeff Bezos Jeffrey Preston Bezos (born January 12, 1964 , Albuquerque ) is the founder, president, chief executive officer, and chairman of the board of Amazon.com. Bezos, a Phi Beta Kappa graduate of Princeton University, worked as a financial analyst for D. E. Shaw & Co. , founder and chief executive officer of Amazon.com. "We are simultaneously si·mul·ta·ne·ous  
adj.
1. Happening, existing, or done at the same time. See Synonyms at contemporary.

2. Mathematics
 lowering prices and driving customer experience."

The Company also announced that on May 28, 2003, it will redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun.  all of its outstanding 10% Senior Discount Notes due May 2008, for $277 million, a redemption price Redemption price

See: Call price


redemption price

1. The price at which an open-end investment company will buy back its shares from the owners. In most cases, the redemption price is the net asset value per share.

2.
 of 105% of the $264 million principal amount.

See "Financial Measures" for additional information about certain of our financial measures.

Highlights of First Quarter 2003 Results (comparisons are with the equivalent period of 2002)

-- Worldwide unit growth was 35% in the first quarter.

-- Third-party seller transactions (new, used and refurbished

items sold on Amazon.com product detail pages by businesses

and individuals) grew to 19% of worldwide units in the first

quarter, compared with 13% of units a year ago.

-- North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere.  segment sales grew 13% to $705 million in the

first quarter, unit growth was 28%, and segment operating

income grew 46% to $52 million.

-- International segment sales, representing the Company's U.K.,

German, French and Japanese sites, grew 68% to $379 million in

the first quarter, unit growth was 52%, and excluding the

benefit from foreign exchange rates compared with the first

quarter 2002, International segment sales grew 45%.

International segment operating income Operating Income

The profit realized from a business' own operations.

Notes:
This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit.
 was $16 million, a $27

million improvement.

-- The Company's U.K. and German sites expanded selection by

opening Kitchen & Home stores.

-- Inventory turns for the trailing four quarters improved to 20

for the first quarter, up from 17.

-- The Company has been taking pre-orders worldwide for copies of

the highly-anticipated Harry Potter A potter is someone who makes pottery.

Potter may also refer to: People
  • Potter, Alonzo, Bishop of Pennsylvania
  • Potter, Barnaby (1577–1642), Bishop of Carlisle
  • Potter, Beatrix (1866–1943), British children's writer
 and the Order of the

Phoenix. And, in what will be the largest single e-commerce e-commerce, commerce conducted over the Internet, most often via the World Wide Web. E-commerce can apply to purchases made through the Web or to business-to-business activities such as inventory transfers.

distribution event in history, customers in the U.S. and

Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of  can receive their copy on Saturday Saturday: see week; Sabbath. , June June: see month.  21, the first

day the book is available to the public.

Financial Guidance and 2003 Expectations

The following forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 reflect Amazon.com's expectations as of April 24, 2003. Results may be materially affected by many factors, such as changes in global economic conditions and consumer spending Consumer demand or consumption is also known as personal consumption expenditure. It is the largest part of aggregate demand or effective demand at the macroeconomic level. , world events, fluctuations in foreign exchange rates, the emerging nature and rate of growth of the Internet Internet

Publicly accessible computer network connecting many smaller networks from around the world. It grew out of a U.S. Defense Department program called ARPANET (Advanced Research Projects Agency Network), established in 1969 with connections between computers at the
 and online commerce, and the various factors detailed below.

Second Quarter 2003 Guidance

-- Second quarter net sales are expected to be between $1.00

billion and $1.05 billion, or grow between 24% and 30%.

-- Consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 segment operating income is expected to be

between $45 million and $60 million.

Full Year 2003 Expectations

-- Net sales are expected to be $4.7 billion or more, or grow

over 19%.

-- Consolidated segment operating income is expected to be $275

million or more, or grow over 50%.

The Company is unable to forecast the effect on its future reported results of certain items, including the stock-based compensation charges or credits associated with variable accounting treatment on certain stock awards that result from fluctuations in its stock price, and the gain or loss associated with the remeasurement of its 6.875% PEACS PEACS Portable Environmental/Acoustic Collection System  that results from fluctuations in foreign exchange rates. Accordingly, because stock-based compensation and remeasurement of 6.875% PEACS and other are impossible to predict, the Company cannot estimate future operating income (loss) or net income (loss).

A conference call will be Webcast live today at 2 p.m. PT/5 p.m. ET and will be available through June 30, 2003, at www.amazon.com/ir. This call will contain forward-looking statements and other material information regarding the Company's financial and operating results.

These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including, among others, the rate of growth of the economy in general and of the Internet and online commerce; customer spending patterns; world events, the amount that Amazon.com invests in new business opportunities and the timing of those investments; the mix of products sold to customers; the mix of net sales derived de·rive  
v. de·rived, de·riv·ing, de·rives

v.tr.
1. To obtain or receive from a source.

2.
 from products as compared with services; competition; risks of inventory management; the degree to which the Company enters into, maintains and develops commercial agreements and strategic transactions; foreign exchange risks; seasonality; international growth and expansion; and risks of fulfillment ful·fill also ful·fil  
tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils
1. To bring into actuality; effect: fulfilled their promises.

2.
 throughput The speed with which a computer processes data. It is a combination of internal processing speed, peripheral speeds (I/O) and the efficiency of the operating system and other system software all working together.

1.
 and productivity. Other risks and uncertainties include, among others, risk of future losses, significant amount of indebtedness INDEBTEDNESS. The state, of being in debt, without regard to the ability or inability of the party to pay the same. See 1 Story, Eq. 343; 2 Hill. Ab. 421.
     2.
, potential fluctuations in operating results, management of potential growth, system interruptions, consumer trends, fulfillment center optimization optimization

Field of applied mathematics whose principles and methods are used to solve quantitative problems in disciplines including physics, biology, engineering, and economics.
, limited operating history, government regulation and taxation, fraud and new business areas. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended December December: see month.  31, 2002, and all subsequent filings.

Financial Measures

Free Cash Flow

Free cash flow is net cash provided by (used in) operating activities (operating cash flow includes cash outflows for interest and excludes proceeds from the exercise of stock-based employee awards) less purchases of fixed assets fixed assets nplactivo sg fijo

fixed assets nplimmobilisations fpl

fixed assets fix npl
 (purchases of fixed assets includes internal-use software and web-site development). Free cash flow is provided as a complement to results provided in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with accounting principles generally accepted in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  (known as "GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
"). Management uses this measure internally to evaluate the Company's performance and manage its operations. A tabular tab·u·lar
adj.
1. Having a plane surface; flat.

2. Organized as a table or list.

3. Calculated by means of a table.



tabular

resembling a table.
 reconciliation of differences from the comparable GAAP measure--operating cash flow--is included in the attached "Supplemental Financial Information and Business Metrics metrics Managed care A popular term for standards by which the quality of a product, service, or outcome of a particular form of Pt management is evaluated. See TQM. ."

Consolidated Segment Operating Income

Consolidated segment operating income, a GAAP measure, excludes the following line items on the Company's statements of operations:

-- Stock-based compensation,

-- Amortization of goodwill and other intangibles Property that is a "right" such as a patent, Copyright, or trademark, or one that is lacking physical existence, such as good will. , and

-- Restructuring-related and other.

A tabular reconciliation of differences from operating income is included in "Segment Information" in the attached financial statements.

Pro Forma Net Income (Loss)

Pro forma net income (loss) excludes the following line items on the Company's statements of operations:

-- Stock-based compensation,

-- Amortization of goodwill and other intangibles,

-- Restructuring-related and other,

-- Remeasurement of 6.875% PEACS and other,

-- Equity in losses of equity-method investees, net, and

-- Cumulative effect of change in accounting principle.

Pro forma net income is provided as a complement to results provided in accordance with GAAP. Management uses this measure internally to evaluate the Company's performance and manage its operations. A tabular reconciliation of differences from the comparable GAAP measure -- net income (loss) -- is included in the attached "Pro Forma Statements Pro forma statement

A financial statement showing the forecast or projected operating results and balance sheet, as in pro forma income statements, balance sheets, and statements of cash flows.
 of Operations."

About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle Seattle (sēăt`əl), city (1990 pop. 516,259), seat of King co., W Wash., built on seven hills, between Elliott Bay of Puget Sound and Lake Washington; inc. 1869. , opened on the World Wide Web in July July: see month.  1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers list millions of unique new and used items in categories such as apparel and accessories, electronics, computers, kitchenware and housewares house·wares  
pl.n.
Cooking utensils, dishes, and other small articles used in a household, especially in the kitchen.
, books, music, DVDs, videos, cameras and photo items, toys, baby items and baby registry The configuration database in all 32-bit versions of Windows that contains settings for the hardware and software in the PC it is installed in. The Registry is made up of the SYSTEM.DAT and USER.DAT files. Many settings previously stored in the WIN.INI and SYSTEM. , software, computer and video games This article is about the British magazine covering computer and video games. For the American magazine, see Computer Games Magazine.

Computer And Video Games (CVG
, cell phones and service, tools and hardware, magazine subscriptions and outdoor living items.

Amazon.com operates six Web sites: www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.ca.


                           AMAZON.COM, INC.
                 Consolidated Statements of Cash Flows
                            (in thousands)
                              (unaudited)


                                                   Three Months Ended
                                                        March 31,
                                                     2003      2002
                                                   --------  --------

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     $738,254  $540,282
OPERATING ACTIVITIES:
Net loss                                            (10,121)  (23,150)
Adjustments to reconcile net loss to net cash used
 in operating activities:
  Depreciation of fixed assets and other
   amortization                                      19,750    20,940
  Stock-based compensation                           27,323    10,931
  Equity in losses of equity-method investees, net      436     1,744
  Amortization of other intangibles                     912     1,979
  Gain on sale of marketable securities, net         (3,980)     (376)
  Remeasurement of 6.875% PEACS and other            21,798    (5,516)
  Non-cash interest expense and other                 7,877     7,061
  Cumulative effect of change in accounting
   principle                                              -      (801)
Changes in operating assets and liabilities:
  Inventories                                        30,625     4,674
  Accounts receivable, net and other current assets  27,233    (3,320)
  Accounts payable                                 (226,605) (128,286)
  Accrued expenses and other current liabilities    (87,065)  (65,861)
  Increases to unearned revenue                      22,968    28,716
  Amortization of previously unearned revenue       (27,905)  (37,333)
  Interest payable                                  (55,028)  (52,435)
                                                   --------  --------
Net cash used in operating activities              (251,782) (241,033)

INVESTING ACTIVITIES:
Sales and maturities of marketable securities and
 other investments                                  208,955   136,575
Purchases of marketable securities                 (233,055) (134,227)
Purchases of fixed assets, including internal-use
 software and Web-site development                   (6,394)   (4,854)
                                                   --------  --------
      Net cash used in investing activities         (30,494)   (2,506)

FINANCING ACTIVITIES:
Proceeds from exercise of stock options and other    38,555     7,409
Repayment of capital lease obligations and other     (3,221)   (4,563)
                                                   --------  --------
      Net cash provided by financing
       activities                                    35,334     2,846
Effect of exchange-rate changes on cash and cash
 equivalents                                          4,461    (2,900)
                                                   --------  --------
Net decrease in cash and cash equivalents          (242,481) (243,593)
                                                   --------  --------
CASH AND CASH EQUIVALENTS, END OF PERIOD           $495,773  $296,689
                                                   ========  ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Fixed assets acquired under capital leases and
 other financing arrangements                          $661      $924
Cash paid for interest                               84,215    80,483

Note:  The attached "Financial and Operational Highlights" are an
integral part of the press release financial statements.


                           AMAZON.COM, INC.
                 Consolidated Statements of Operations
                 (in thousands, except per share data)
                              (unaudited)

                                                  Three Months Ended
                                                        March 31,
                                                     2003      2002
                                                   --------  --------

Net sales                                        $1,083,559  $847,422
Cost of sales                                       812,977   624,297
                                                 ----------  --------
Gross profit                                        270,582   223,125

Operating expenses:
  Fulfillment                                       103,705    89,815
  Marketing                                          28,227    32,244
  Technology and content                             50,088    55,497
  General and administrative                         21,102    20,911
  Stock-based compensation (1)                       27,323    10,931
  Amortization of other intangibles                     912     1,979
  Restructuring-related and other                         -     9,974
                                                 ----------  --------
          Total operating expenses                  231,357   221,351
                                                 ----------  --------

Income from operations                               39,225     1,774

Interest income                                       6,540     5,652
Interest expense                                    (36,511)  (35,244)
Other income, net                                     2,859        95
Remeasurement of 6.875% PEACS and other             (21,798)    5,516
                                                 ----------  --------
          Total non-operating expenses, net         (48,910)  (23,981)
                                                 ----------  --------

Loss before equity in losses of equity-method
 investees                                           (9,685)  (22,207)

Equity in losses of equity-method investees, net       (436)   (1,744)
                                                 ----------  --------

Loss before change in accounting principle          (10,121)  (23,951)

Cumulative effect of change in accounting
 principle                                                -       801
                                                 ----------  --------

Net loss                                           $(10,121) $(23,150)
                                                 =========== =========

Basic and diluted loss per share:
  Prior to cumulative effect of change in
   accounting principle                              $(0.03)   $(0.06)

  Cumulative effect of change in accounting
   principle                                              -         -
                                                 ----------  --------
                                                     $(0.03)   $(0.06)
                                                 =========== =========

Shares used in computation of loss per share:
  Basic and diluted                                 388,541   373,031
                                                 =========== =========

(1) Components of stock-based compensation:
  Fulfillment                                        $6,985    $1,771
  Marketing                                             979       874
  Technology and content                             14,216     5,825
  General and administrative                          5,143     2,461
                                                 ----------  --------
                                                    $27,323   $10,931
                                                 =========== =========

Note:  The attached "Financial and Operational Highlights" are an
integral part of the press release financial statements.


                           AMAZON.COM, INC.
                  Pro Forma Statements of Operations
                 (in thousands, except per share data)
                              (unaudited)


                                 Three Months Ended
                                    March 31, 2003
                       ---------------------------------------
                       As Reported     Pro Forma
                          (1)         Adjustments    Pro Forma
                       ----------     -----------   ----------

Net sales              $1,083,559          $-       $1,083,559
Cost of sales             812,977           -          812,977
                       ----------     ----------    ----------
Gross profit              270,582           -          270,582

Operating expenses:
 Fulfillment              103,705           -          103,705
 Marketing                 28,227           -           28,227
 Technology and
  content                  50,088           -           50,088
 General and
  administrative           21,102           -           21,102
 Stock-based
  compensation             27,323     (27,323)               -
 Amortization of
  other
  intangibles                 912        (912)               -
 Restructuring-
  related and
  other                         -           -                -
                       ----------     ----------    ----------
   Total
    operating
     expenses             231,357     (28,235)         203,122
                       ----------     ----------    ----------
Income from
 operations                39,225      28,235           67,460

Interest income             6,540           -            6,540
Interest expense          (36,511)          -          (36,511)
Other income, net           2,859           -            2,859
Remeasurement of
 6.875% PEACS and
  other                   (21,798)     21,798                -
                       ----------     ----------    ----------
 Total non-operating
  expenses, net           (48,910)     21,798          (27,112)
                       ----------     ----------    ----------
Income (loss)
 before equity in
  losses of
   equity-method
    investees              (9,685)     50,033           40,348

Equity in losses
 of equity-method
  investees, net             (436)        436                -
                       ----------     ----------    ----------
Income (loss)
 before change in
  accounting
 principle                (10,121)     50,469           40,348

Cumulative effect
 of change in
  accounting
   principle                    -           -                -
                       ----------    -----------   -----------
Net income (loss)        $(10,121)    $50,469          $40,348
                       ===========   ===========   ===========

Net cash used in
 operating
  activities            $(251,782)                   $(251,782)
                       ===========                 ===========

Basic income
 (loss) per
  share:
 Prior to
  cumulative effect of
   change in
    accounting
     principle             $(0.03)      $0.13            $0.10
 Cumulative
  effect of
   change in
    accounting
     principle                  -           -                -
                       ----------    -----------    -----------
                           $(0.03)      $0.13            $0.10
                       ===========   ===========    ===========
Diluted income
 (loss) per
  share:
 Prior to
  cumulative
   effect of
    change in
     accounting
      principle            $(0.03)      $0.13            $0.10
 Cumulative
  effect of
   change in
    accounting
     principle                  -           -                -
                       ----------     ----------    ----------
                           $(0.03)      $0.13            $0.10
                       ===========   ========      ===========

Shares used in computation
 of income (loss) per
  share:
 Basic                    388,541                      388,541
                       ===========                 ===========
 Diluted                  388,541                      411,091
                       ===========                 ===========

    (1) In accordance with accounting principles generally accepted in
the United States.

Note:  The attached "Financial and Operational Highlights" are an
 integral part of the press release financial statements.


                                         Three Months Ended
                                            March 31, 2002
                                 -----------------------------------
                                 As Reported   Pro Forma
                                      (1)     Adjustments  Pro Forma
                                 ----------   -----------  ---------
Net sales                          $847,422         $-      $847,422
Cost of sales                       624,297          -       624,297
                                   --------   --------      --------
Gross profit                        223,125          -       223,125

Operating expenses:
 Fulfillment                         89,815          -        89,815
 Marketing                           32,244          -        32,244
 Technology and content              55,497          -        55,497
 General and administrative          20,911          -        20,911
 Stock-based compensation            10,931    (10,931)            -
 Amortization of other
  intangibles                         1,979     (1,979)            -
 Restructuring-related and
  other                               9,974     (9,974)            -
                                   --------   --------      --------
       Total operating expenses     221,351    (22,884)      198,467
                                   --------   --------      --------

Income from operations                1,774     22,884        24,658

Interest income                       5,652          -         5,652
Interest expense                    (35,244)         -       (35,244)
Other income, net                        95          -            95
Remeasurement of 6.875% PEACS
 and other                            5,516     (5,516)            -
                                   --------   --------      --------
       Total non-operating
        expenses, net               (23,981)    (5,516)      (29,497)
                                   --------   --------      --------

Income (loss) before equity in
 losses of equity-method
 investees                          (22,207)    17,368        (4,839)

Equity in losses of equity-
 method investees, net               (1,744)     1,744             -
                                   --------   --------      --------
Income (loss) before change in
 accounting principle               (23,951)    19,112        (4,839)

Cumulative effect of change in
 accounting principle                   801       (801)            -
                                   --------   --------      --------
Net income (loss)                  $(23,150)   $18,311       $(4,839)
                                ===========   ========    ===========

Net cash used in operating
 activities                       $(241,033)               $(241,033)
                                ===========               ===========

Basic income (loss) per share:
 Prior to cumulative effect of
  change in accounting
  principle                          $(0.06)     $0.05        $(0.01)
 Cumulative effect of change in
  accounting principle                    -          -             -
                                -----------   --------     ----------
                                     $(0.06)     $0.05        $(0.01)
                                ===========   ========     ==========
Diluted income (loss) per
 share:
 Prior to cumulative effect of
  change in accounting
  principle                          $(0.06)     $0.05        $(0.01)
 Cumulative effect of change in
  accounting principle                    -          -             -
                                -----------   --------     ----------
                                     $(0.06)     $0.05        $(0.01)
                                ===========   ========     ==========
Shares used in computation of
 income (loss) per share:
 Basic                              373,031                  373,031
                                ===========                ==========
 Diluted                            373,031                  373,031
                                ===========                ==========

    (1) In accordance with accounting principles generally accepted in
the United States.

Note:  The attached "Financial and Operational Highlights"
 are an integral part of the press release financial
 statements.


                           AMAZON.COM, INC.
                          Segment Information
                            (in thousands)
                              (unaudited)

                                                   Three Months Ended
                                                         March 31,
                                                   ------------------
                                                     2003      2002
North America                                      --------  --------
  Net sales                                        $704,712  $621,303
  Cost of sales                                     517,880   447,781
                                                   --------  --------
  Gross profit                                      186,832   173,522
  Direct segment operating expenses                 135,171   138,096
                                                   --------  --------
  Segment operating income                           51,661    35,426

International
  Net sales                                         378,847   226,119
  Cost of sales                                     295,097   176,516
                                                   --------  --------
  Gross profit                                       83,750    49,603
  Direct segment operating expenses                  67,951    60,371
                                                   --------  --------
  Segment operating income (loss)                    15,799   (10,768)

Consolidated
  Net sales                                       1,083,559   847,422
  Cost of sales                                     812,977   624,297
                                                   --------  --------
  Gross profit                                      270,582   223,125
  Direct segment operating expenses                 203,122   198,467
                                                   --------  --------
  Segment operating income                           67,460    24,658
  Stock-based compensation                           27,323    10,931
  Amortization of other intangibles                     912     1,979
  Restructuring-related and other                         -     9,974
                                                   --------  --------

  Income from operations                             39,225     1,774
  Total non-operating expenses, net                 (48,910)  (23,981)
  Equity in losses of equity-method investees, net     (436)   (1,744)
  Cumulative effect of change in accounting
   principle                                              -       801
                                                   --------  --------

  Net loss                                         $(10,121) $(23,150)
                                                   ========  ========

Segment Highlights:
  Y / Y net sales growth:
   North America                                         13%        9%
   International                                         68        71
   Consolidated                                          28        21
  Y / Y gross profit growth:
   North America                                          8        12
   International                                         69        77
   Consolidated                                          21        22
  Gross margin:
   North America                                         27        28
   International                                         22        22
   Consolidated                                          25        26
  Operating margin:
   North America                                          7         6
   International                                          4        (5)
   Consolidated                                           6         3
  Net sales mix:
   North America                                         65        73
   International                                         35        27

Note:  The attached "Financial and Operational Highlights" are an
 integral part of the press release financial statements.


                           AMAZON.COM, INC.
                   Supplemental Revenue Information
                            (in thousands)
                              (unaudited)

                                                   Three Months Ended
                                                        March 31,
                                                   ------------------
                                                     2003      2002
                                                   --------  --------
North America
  Media                                            $517,259  $471,343
  Electronics and other general merchandise         168,145   127,644
  Other                                              19,308    22,316
                                                   --------  --------
                                                    704,712   621,303

International
  Media                                             355,712   214,269
  Electronics and other general merchandise          22,863    11,358
  Other                                                 272       492
                                                   --------  --------
                                                    378,847   226,119

Consolidated
  Media                                             872,971   685,612
  Electronics and other general merchandise         191,008   139,002
  Other                                              19,580    22,808
                                                ----------- ---------
                                                 $1,083,559  $847,422
                                                =========== =========

Y / Y Revenue Growth:
North America:
  Media                                                  10%        8%
  Electronics and other general merchandise              32        11
  Other                                                 (13)       32

International:
  Media                                                  66        63
  Electronics and other general merchandise             101     1,054
  Other                                                 (45)       --

Consolidated:
  Media                                                  27        21
  Electronics and other general merchandise              37        20
  Other                                                 (14)       35

Consolidated Revenue Mix:
  Media                                                  80        81
  Electronics and other general merchandise              18        16
  Other                                                   2         3

Note:  The attached "Financial and Operational Highlights" are an
 integral part of the press release financial statements.


                           AMAZON.COM, INC.
                      Consolidated Balance Sheets
                 (in thousands, except per share data)
                              (unaudited)

                                                  March      December
                                                    31,         31,
                                                   2003        2002
                                                ---------    --------
ASSETS
Current assets:
   Cash and cash equivalents                     $495,773    $738,254
   Marketable securities                          586,779     562,715
   Inventories                                    173,030     202,425
   Accounts receivable, net and other current
    assets                                         88,914     112,282
                                                ---------    --------
      Total current assets                      1,344,496   1,615,676

Fixed assets, net                                 228,279     239,398
Goodwill, net                                      70,811      70,811
Other intangibles, net                              2,548       3,460
Other equity investments                           13,453      15,442
Other assets                                       46,346      45,662
                                               ----------  ----------
      Total assets                             $1,705,933  $1,990,449
                                               ==========  ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                              $393,696    $618,128
   Accrued expenses and other current
    liabilities                                   234,194     314,935
   Unearned revenue                                42,979      47,916
   Interest payable                                16,632      71,661
   Current portion of long-term debt and other     11,078      13,318
                                               ----------  ----------
      Total current liabilities                   698,579   1,065,958

Long-term debt and other                        2,296,418   2,277,305

Commitments and contingencies

Stockholders' deficit:
   Preferred stock, $0.01 par value:
       Authorized shares -- 500,000
       Issued and outstanding shares -- none            -           -
   Common stock, $0.01 par value:
       Authorized shares -- 5,000,000
       Issued and outstanding shares -- 391,609
        and 387,906, respectively                   3,916       3,879
   Additional paid-in capital                   1,714,616   1,649,946
   Deferred stock-based compensation               (5,420)     (6,591)
   Accumulated other comprehensive income          17,655       9,662
   Accumulated deficit                         (3,019,831) (3,009,710)
                                               ----------  ----------
      Total stockholders' deficit              (1,289,064) (1,352,814)
                                               ----------  ----------
       Total liabilities and stockholders'
        deficit                                $1,705,933  $1,990,449
                                              =========== ===========


Note:  The attached "Financial and Operational Highlights" are an
 integral part of the press release financial statements.


                           AMAZON.COM, INC.
        Supplemental Financial Information and Business Metrics
                 (in millions, except per share data)
                              (unaudited)

                                                                Y / Y
                                Q1     Q2     Q3     Q4     Q1    %
                               2002   2002   2002   2002   2003 Change
                              ------  -----  -----  ----- ----- ------
Results of Operations

Net sales                      $847   $806   $851 $1,429 $1,084    28%
Net sales -- trailing twelve
 months (TTM)                $3,269 $3,407 $3,619 $3,933 $4,169    28%
Net sales shipped outside
 the U.S. -- % of net sales      34%    34%    36%    37%    41%  N/A

Gross profit                   $223   $218   $216   $335   $271    21%
Gross margin -- % of net
 sales                         26.3%  27.1%  25.4%  23.5%  25.0%  N/A
Gross profit -- TTM            $839   $878   $932   $993 $1,040    24%
Gross margin -- TTM % of net
 sales                         25.7%  25.8%  25.7%  25.2%  24.9%  N/A

Fulfillment costs -- % of net
 sales                         10.6%  10.6%  10.6%   8.9%   9.6%  N/A
Fulfillment costs -- TTM % of
 net sales                     11.2%  10.7%  10.4%  10.0%   9.7%  N/A

Consolidated direct segment
 operating expenses            $198   $192   $189   $233   $203     2%
Consolidated direct segment
 operating expenses -- TTM     $811   $795   $795   $813   $817     1%

Consolidated segment
 operating income               $25    $26    $27   $102    $67   174%
Consolidated segment
 operating margin -- % of net
 sales                          2.9%   3.2%   3.2%   7.1%   6.2%  N/A
Consolidated segment
 operating income -- TTM        $28    $82   $137   $180   $223   689%
Consolidated segment
 operating margin -- TTM % of
 net sales                      0.9%   2.4%   3.8%   4.6%   5.3%  N/A

GAAP operating income (loss)     $2     $1   $(10)   $71    $39 2,111%
GAAP operating margin -- % of
 net sales                      0.2%   0.2% (1.1%)   4.9%   3.6%  N/A
GAAP operating income (loss)
 -- TTM                       $(194)  $(53)    $8    $64   $102   N/A
GAAP operating margin -- TTM
 % of net sales               (5.9%) (1.5%)   0.2%   1.6%   2.4%  N/A

GAAP net income (loss)         $(23)  $(94)  $(35)    $3   $(10) (56%)
GAAP net income (loss) per
 share                       $(0.06)$(0.25)$(0.09) $0.01 $(0.03) (50%)
GAAP net loss -- TTM          $(356) $(281) $(147) $(149) $(136) (62%)

North America segment:
  Net sales                    $621   $586   $587   $967   $705    13%
  Net sales -- TTM           $2,513 $2,561 $2,647 $2,761 $2,845    13%
  Gross profit                 $174   $170   $155   $243   $187     8%
  Gross margin -- % of North
   America net sales             28%    29%    26%    25%    27%  N/A
  Gross profit -- TTM          $676   $696   $717   $741   $754    12%
  Gross margin -- TTM % of
   North America net sales       27%    27%    27%    27%    27%  N/A
  Operating income              $35    $36    $26    $82    $52    46%
  Operating margin -- % of
   North America net sales        6%     6%     4%     9%     7%  N/A
  Operating income -- TTM      $107   $141   $166   $180   $196    83%
  Operating margin -- TTM %
   of North America net sales     4%     5%     6%     7%     7%  N/A

International segment:
  Net sales                    $226   $219   $264   $462   $379    68%
  Net sales -- TTM             $756   $847   $973 $1,172 $1,324    75%
  Gross profit                  $50    $48    $61    $93    $84    69%
  Gross margin -- % of
   International net sales       22%    22%    23%    20%    22%  N/A
  Gross profit -- TTM          $163   $182   $215   $252   $286    75%
  Gross margin -- TTM % of
   International net sales       22%    21%    22%    21%    22%  N/A
  Operating income             $(11)  $(10)    $1    $20    $16   N/A
  Operating margin -- % of
   International net sales      (5%)   (4%)     0%     4%     4%  N/A
  Operating income -- TTM      $(79)  $(58)  $(29)    $0    $27   N/A
  Operating margin -- TTM %
   of International net sales  (10%)   (7%)   (3%)     0%     2%  N/A

Note:  The attached "Financial and Operational Highlights" are an
 integral part of this Supplemental Financial Information and Business
 Metrics.


                           AMAZON.COM, INC.
        Supplemental Financial Information and Business Metrics
  (in millions, except inventory turnover, accounts payable days, and
                            employee data)
                              (unaudited)


                                                                Y / Y
                                Q1     Q2     Q3     Q4     Q1    %
                               2002   2002   2002   2002   2003 Change
                             ------  -----  -----  -----  ----- ------
Supplemental North America
 Segment Revenue:
  Media                        $471   $439   $436   $649   $517    10%
  Media -- TTM               $1,845 $1,871 $1,930 $1,995 $2,041    11%
  Electronics and other
   general merchandise         $128   $130   $133   $290   $168    32%
  Electronics and other
   general merchandise -- TTM  $590   $610   $633   $681   $722    22%
  Other                         $22    $17    $18    $28    $19  (13%)
  Other -- TTM                  $78    $80    $84    $85    $82     6%

Supplemental International
 Segment Revenue:
  Media                        $214   $209   $250   $431   $356    66%
  Media -- TTM                 $729   $811   $925 $1,104 $1,245    71%
  Electronics and other
   general merchandise          $11    $10    $14    $31    $23   101%
  Electronics and other
   general merchandise -- TTM   $27    $35    $45    $66    $77   192%
  Other                          $0     $1     $1     $0     $0  (45%)
  Other -- TTM                   $1     $2     $2     $2     $2    71%

Supplemental Worldwide
 Revenue:
  Media                        $686   $648   $686 $1,079   $873    27%
  Media -- TTM               $2,574 $2,682 $2,855 $3,099 $3,286    28%
  Electronics and other
   general merchandise         $139   $140   $147   $321   $191    37%
  Electronics and other
   general merchandise -- TTM  $617   $644   $679   $747   $799    30%
  Other                         $23    $18    $18    $29    $20  (14%)
  Other -- TTM                  $79    $81    $86    $87    $84     7%

Balance Sheet

Cash and marketable
 securities                    $745   $824   $866 $1,301 $1,083    45%

Inventory, net                 $139   $127   $152   $202   $173    24%
Inventory -- % of TTM net
 sales                            4%     4%     4%     4%     4%  N/A
Inventory turnover -- TTM      17.4   18.9   19.4   19.3   19.7    13%

Fixed assets, net              $256   $249   $239   $239   $228  (11%)

Accounts payable days --
 ending                          45     46     50     52     44   (4%)

Cash Flows

Operating cash flow -- TTM      $46    $48   $151   $174   $164   254%

Purchases of fixed assets --
 TTM                            $36    $33    $31    $39    $41    14%

Free cash flow (operating
 cash flow less purchases of
 fixed assets) -- TTM           $10    $16   $120   $135   $123 1,078%

Other

Common shares and stock-based
 awards outstanding             437    430    430    433    432   (1%)
Common shares outstanding       375    380    381    388    392     4%
Stock-based employee awards
 outstanding                     62     50     48     45     41  (35%)
Stock-based employee awards
 outstanding -- % of common
 shares outstanding              17%    13%    13%    12%    10%  N/A

Employees (full-time and
 part-time)                   7,900  7,700  7,800  7,500  7,700   (3%)

Note:  The attached "Financial and Operational Highlights" are an
 integral part of this Supplemental Financial Information and Business
 Metrics.



AMAZON.COM, INC.

Financial and Operational Highlights

(unaudited)

First Quarter 2003 Results of Operations (comparisons are with the equivalent period of the prior year)

Net Sales

-- Net sales benefited by approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $51 million from changes

in foreign exchange rates compared with first quarter 2002.

-- Shipping revenue, which excludes amounts earned from

third-party sellers, was approximately $78 million, down from

$89 million.

Gross Profit

-- Gross profit benefited by approximately $11 million, and

consolidated segment operating profit Operating profit (or loss)

Revenue from a firm's regular activities less costs and expenses and before income deductions.


operating profit

See operating income.
 by approximately $4

million, from changes in foreign exchange rates compared with

first quarter 2002.

-- Shipping loss was approximately $27 million, up from a loss of

$1 million. We continue to measure our shipping results

relative to their effect on our overall financial results,

with the viewpoint that shipping promotions are an effective

marketing tool. We intend to continue offering our customers

free shipping alternatives, which will reduce shipping revenue

as a percentage of sales and negatively affect gross margins.

Fulfillment

-- Fulfillment costs represent those costs incurred in operating

and staffing our fulfillment and customer service centers,

credit card fees and bad debt costs. Fulfillment costs also

include amounts paid to third-party cosourcers, who assist us

in fulfillment and customer service operations. Certain of our

fulfillment-related costs incurred on behalf of other

businesses, such as Toysrus.com and Target Corporation, are

classified as cost of sales rather than fulfillment.

Stock-Based Compensation

-- Stock based compensation consisted of $21 million for employee

stock awards under variable accounting and $6 million for

employee restricted stock units Restricted stock units

Similar to restricted stock. However, the unit represents a promise that employees will receive stock in the future. The units do not pay dividends until the stock is vested.
 and restricted stock awards

under fixed accounting.

-- At March 31, 2003, outstanding stock awards consisted of 38

million stock options ($12 average exercise price), 3 million

restricted stock units and 1 million shares of restricted

stock.

-- Stock options and restricted stock units are excluded from

common stock outstanding, whereas grants of restricted stock

are included in common stock outstanding.

-- Under our restricted stock unit program, which commenced in

the fourth quarter 2002, we award restricted stock units as

our primary vehicle for equity compensation. Restricted stock

units are measured at fair value on the date of grant based on

the number of shares granted and the quoted price of our

common stock. Such value is recognized as an expense over the

corresponding service period. To the extent that restricted

stock units are forfeited for·feit  
n.
1. Something surrendered or subject to surrender as punishment for a crime, an offense, an error, or a breach of contract.

2. Games
a.
 prior to vesting Vesting

The process by which employees accrue non-forfeitable rights over employer contributions that are made to the employee's qualified retirement plan account.

Notes:
, the corresponding

previously recognized expense is reversed as an offset to

stock-based compensation.

-- At March 31, 2003, 3 million stock awards are subject to

variable accounting, of which 2 million options granted under

the January January: see month.  2001 exchange offer are scheduled to expire expire /ex·pire/ (ek-spi´er)
1. to exhale.

2. to die.


ex·pire
v.
1. To breathe one's last breath; die.

2. To exhale.
 in the

third quarter of 2003. Beginning in January 2003, any new

stock option grants are subject to variable accounting

treatment.

-- Under variable stock option accounting, we will incur To become subject to and liable for; to have liabilities imposed by act or operation of law.

Expenses are incurred, for example, when the legal obligation to pay them arises. An individual incurs a liability when a money judgment is rendered against him or her by a court.


unpredictable charges or credits dependent on the fluctuations

in market prices of our common stock, which we are unable to

forecast. For example, if at the end of any quarter the quoted

price of our common stock is lower than the quoted price at

the end of the previous quarter, or to the extent

previously-recorded amounts relate to unvested portions of

options that were cancelled can·cel  
v. can·celed also can·celled, can·cel·ing also can·cel·ling, can·cels also can·cels

v.tr.
1. To cross out with lines or other markings. See Synonyms at erase.

2.
, compensation expense associated

with variable accounting will be recalculated using the

cumulative expense method and may result in a net benefit to

our results of operations.

-- Using the following hypothetical Hypothetical is an adjective, meaning of or pertaining to a hypothesis. See:
  • Hypothesis
  • Hypothetical
  • Hypothetical (album)
 market prices of our common

stock above and below our March 31, 2003 closing price of

$26.03, our hypothetical stock-based compensation expense for

the three months ended March 31, 2003 would have been affected

by variable accounting treatment as follows (in millions,

except percentages and per share amounts):


                                                         Hypothetical
                                                              vs.
                           Hypothetical     Hypothetical Actual Stock-
                               Market        Stock-Based    Based
  Percentage Difference   Price per Share   Compensation  Compensation
    Closing Price (1)           (1)            Expense      Expense
----------------------------------------------------------------------

        (15)%                  $22.13           $19           $(8)
        (10)%                   23.43            22            (6)
          0 %                   26.03            27(2)         --
         10 %                   28.63            33             6
         15 %                   29.93            36             8



-----------------

(1) Hypothetical--not a prediction "Prediction is very difficult, especially if it's about the future." - Niels Bohr

A prediction is a statement or claim that a particular event will occur in the future in more certain terms than a forecast.
 of future performance of quoted prices of our common stock.

(2) Represents actual stock-based compensation expense for the first quarter 2003.

Restructuring-Related and Other

-- As previously disclosed dis·close  
tr.v. dis·closed, dis·clos·ing, dis·clos·es
1. To expose to view, as by removing a cover; uncover.

2. To make known (something heretofore kept secret).
, in the first quarter 2001 we

announced and began implementation of our operational

restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics).  plan. The restructuring plan is complete;

however, we may adjust our restructuring-related estimates in

the future, if necessary.

-- Cash payments resulting from our operational restructuring

were $16 million, compared with $14 million in the first

quarter 2002. In December 2002, we reached a termination The point where a line, channel or circuit ends. See SCSI termination and hybrid.

agreement with the landlord of our leased fulfillment center

facility in McDonough, Georgia McDonough is a city in Henry County, Georgia, United States. The population was 8,493 at the 2000 census. Census Estimates of 2005 indicate a population of 15,523. This is due both in part to growth of the city and extension of the city limits. . This agreement resulted in $12

million of cash payments in the first quarter 2003, including

$8 million associated with the termination agreement and $4

million associated with restoration costs. No further payments

are required relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the McDonough, Georgia facility.

-- We estimate, based on currently available information, the

remaining net cash outflows associated with

restructuring-related leases and other commitments will be $9

million in the remainder of 2003, $13 million in 2004, and $19

million thereafter. Amounts due within 12 months are included

within accrued expenses Accrued Expense

An accounting expense recognized in the books before it is paid for. It is a liability, usually current. These expenses are typically periodic and documented upon a company's balance sheet due to the high probability of collection.
 and other current liabilities Other Current Liabilities

A balance sheet entry used by companies to group together current liabilities that are not assigned to common liabilities such as debt obligations or accounts payable.
 and the

remaining amounts within long-term debt Long-Term Debt

Loans and financial obligations lasting over one year.

Notes:
For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt.
 and other on our

balance sheet. These amounts are net of anticipated sublease sublease n. the lease of all or a portion of premises by a tenant who has leased the premises from the owner. A sublease may be prohibited by the original lease, or require written permission from the owner.

income of approximately $47 million (we have signed sublease

agreements on $10 million in future payments) on gross lease

obligations of $87 million.

Other Income, Net

-- Other income, net primarily consisted of net gains on sales of

marketable securities Marketable Securities

Very liquid securities that can be converted into cash quickly at a reasonable price.

Notes:
Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has
 of $4 million, compared with less than

$1 million in the first quarter 2002.

Remeasurement of 6.875% PEACS and Other

-- Remeasurement of 6.875% PEACS and other, primarily consisted

of foreign-currency losses on remeasurement of 6.875% PEACS

from Euros to U.S. Dollars of $25 million, compared with gains

of $6 million in the first quarter 2002.

Income Taxes

-- At March 31, 2003, we had net operating loss carryforwards Net operating loss carryforwards

Application of losses to offset earnings in future years.


(NOLs) of approximately $2.5 billion related to U.S. federal,

state and foreign jurisdictions. Utilization utilization,
n 1. the extent to which a given group uses a particular service in a specified period. Although usually expressed as the number of services used per year per 100 or per 1000 persons eligible for the service, utilization rates may be
 of NOLs, which

begin to expire at various times starting in 2010, may be

subject to certain limitations. Approximately $1.2 billion of

our NOLs relate to tax deductible That which may be taken away or subtracted. In taxation, an item that may be subtracted from gross income or adjusted gross income in determining taxable income (e.g., interest expenses, charitable contributions, certain taxes).  stock-based compensation in

excess of amounts recognized for financial reporting

purposes--to the extent any of this amount is realized, the

resulting benefit will be credited to stockholders' equity Stockholders' Equity

The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets.
,

rather than results of operations.

Net Loss

-- Although we reported a $13 million improvement in our net

loss, we believe that this improvement is not necessarily

predictive of future trends for a variety of reasons. For

example, we are unable to forecast the effect on our future

reported results of certain items, including the stock-based

compensation charges or credits associated with variable

accounting treatment on certain stock awards that result from

fluctuations in our stock price and the gain or loss

associated with the remeasurement of our 6.875% PEACS that

results from fluctuations in foreign exchange rates. These

items represented significant charges during the first quarter

of 2003 and may result in significant charges or credits in

future periods.

Financial Condition

-- Our cash, cash equivalents and marketable securities, at

estimated fair value, consist of the following at March 31,

2003 (in millions):


        Cash                                                     $204
        Commercial paper and short-term obligations               292
                                                             --------
          Cash and cash equivalents                               496
                                                             --------
        U.S. Treasury notes and bonds                             271
        Asset-backed and agency securities                        245
        Corporate notes and bonds                                  44
        Certificates of deposit, commercial paper, short-term
         obligations and equity securities                         27
                                                             --------
          Marketable securities (1)                               587
                                                             --------
                                                               $1,083
                                                             ========


-----------------

(1) We have pledged pledge  
n.
1. A solemn binding promise to do, give, or refrain from doing something: signed a pledge never to reveal the secret; a pledge of money to a charity.

2.
a.
 approximately $105 million as collateral collateral (kəlăt`ərəl), something of value given or pledged as security for payment of a loan. Collateral consists usually of financial instruments, such as stocks, bonds, and negotiable paper, rather than physical goods, although  for property leases and other contractual obligations, compared with $158 million at March 31, 2002.

-- Long-term debt primarily includes the following (in millions):


                                 Principal     Interest   Principal
                                at Maturity      Rate      Due Date
                                -------------------------------------

Senior Discount Notes             $264 (1)     10.000%     May 2008
Convertible Subordinated
 Notes                           1,250 (2)      4.750%   February 2009

PEACS                              753 (3)      6.875%   February 2010
                                ------
                                $2,267
                                ======



-----------------

(1) We announced that on May 28, 2003, we will redeem our Senior Discount Notes at a redemption price of $277 million, a 5% premium over the principal amount of $264 million. We will record a charge of approximately $15 million, classified in non-operating expenses in the second quarter 2003, consisting of the $13 million premium and $2 million of unamortized debt issuance costs. Accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 from May 1, 2003 to May 27, 2003 will also be payable at redemption The liberation of an estate in real property from a mortgage.

Redemption is the process by which land that has been mortgaged or pledged is bought back or reclaimed. It is accomplished through a payment of the debt owed or a fulfillment of the other conditions.
.

(2) Convertible at the holders' option into our common stock at $78.03.

(3) 690 million Euros. Convertible at the holders' option into our common stock at 84.88 Euros. The U.S. Dollar long-term debt amount and conversion price fluctuates based on the Euro/U.S. Dollar exchange ratio.

Certain Definitions and Other

-- We present segment information along two lines: North America

and International. We measure operating results of our

segments using an internal performance measure of direct

segment operating expenses Operating expenses

The amount paid for asset maintenance or the cost of doing business, excluding depreciation. Earnings are distributed after operating expenses are deducted.
 that excludes stock-based

compensation, amortization of goodwill and other intangibles,

and restructuring-related and other charges, each of which are

not allocated to segment results. All other centrally-incurred

operating costs operating costs nplgastos mpl operacionales  are fully allocated to segment results. There

are no internal revenue transactions between our reporting

segments.

-- The North America segment consists of amounts earned from

retail sales of consumer products through www.amazon.com and

www.amazon.ca (including from third-party sellers), from North

America America [for Amerigo Vespucci], the lands of the Western Hemisphere—North America, Central (or Middle) America, and South America. The world map published in 1507 by Martin Waldseemüller is the first known cartographic use of the name.  focused Syndicated Stores and mail-order mail order
n.
An order for goods to be shipped through the mail.



mail-or
 catalogs and

from non-retail activities such as North America focused

Merchant.com, marketing and promotional agreements.

-- The International segment consists of amounts earned from

retail sales of consumer products through www.amazon.co.uk,

www.amazon.de, www.amazon.fr and www.amazon.co.jp (including

from third-party sellers), from internationally focused

Syndicated Stores and from non-retail activities such as

internationally focused marketing and promotional agreements.

This segment includes export sales from www.amazon.co.uk,

www.amazon.de, www.amazon.fr and www.amazon.co.jp (including

export sales from these sites to customers in the U.S. and

Canada), but excludes export sales from www.amazon.com and

www.amazon.ca. Operating results for the International segment

are affected by movements in foreign exchange rates.

-- We have also provided supplemental revenue information within

each segment for three categories: "Media", "Electronics and

other general merchandise MERCHANDISE. By this term is understood all those things which merchants sell either wholesale or retail, as dry goods, hardware, groceries, drugs, &c. It is usually applied to personal chattels only, and to those which are not required for food or immediate support, but such as remain " and "Other." Media consists of

amounts earned from retail sales from all sellers of books,

music, DVD/video, magazine subscriptions, software and video

games. Electronics and other general merchandise consists of

amounts earned from retail sales from all sellers of items not

included in Media, such as electronics, toys, home

improvement, home and garden, and apparel. The Other category

consists of non-retail activities, such as the Merchant.com

program and miscellaneous marketing and promotional

activities.

-- All references to customers mean customer accounts, which are

unique e-mail addresses See Internet address.

e-mail address - electronic mail address
, established either when a customer's

initial order is shipped or when a customer orders from

certain third-party sellers on our Web sites. Customer

accounts include customers of Amazon Marketplace Amazon Marketplace ( i.e:Third-party Marketplace ) is Amazon.com's fixed-price online marketplace that allows sellers to survey their goods alongside Amazon's offerings. Buyers can buy new and used items sold directly by a third party through Amazon. , Auctions and

zShops and our Merchants@ and Syndicated Stores Programs, but

exclude Merchant.com Program customers, Amazon.com Payments

customers, our catalog catalog, descriptive list, on cards or in a book, of the contents of a library. Assurbanipal's library at Nineveh was cataloged on shelves of slate. The first known subject catalog was compiled by Callimachus at the Alexandrian Library in the 3d cent. B.C.  customers and the customers of select

companies with whom we have a technology alliance or marketing

and promotional relationships. A customer is considered active

upon placing an order.

-- All references to units mean units sold (net of returns and

cancellations) by us and third-party sellers at Amazon.com

domains worldwide--such as www.amazon.com, www.amazon.ca,

www.amazon.fr, www.amazon.co.uk, www.amazon.de and

www.amazon.co.jp--and at Syndicated Stores domains, as well as

Amazon.com-owned items sold at non-Amazon.com domains, such as

books, music and DVD/video items ordered from Amazon.com's

store at www.target.com. Units do not include Amazon.com gift

certificates.
COPYRIGHT 2003 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Apr 24, 2003
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