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Amazon.com Announces 21% Sales Growth Driven by Lower Prices and Expanded Selection; Raises Financial Guidance.


Business Editors

SEATTLE--(BUSINESS WIRE)--July 23, 2002

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 second quarter ended June June: see month.  30, 2002.

Free cash flow was $16 million for the trailing four quarters, compared with negative $270 million for the four quarters ended June 2001. Free cash flow includes interest payments and capital expenditures and excludes proceeds from exercise of stock options.

Common stock outstanding was 380 million shares at June 30, 2002, an increase of 5% compared to June 30, 2001 (approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 half of the increase was in connection with a July July: see month.  2001 $100 million investment in the Company).

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 $806 million, compared with $668 million in the second quarter 2001, an increase of 21%.

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.
 was $1 million, compared with a loss of $140 million a year ago. 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
 operating profit was $26 million, or 3% of net sales, exceeding the Company's guidance of $5 million to $15 million. This compares with a pro forma operating loss operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
 of $28 million in the second quarter 2001, an improvement of $54 million.

Net loss was $94 million, or $0.25 per share, compared with a second quarter 2001 net loss of $168 million, or $0.47 per share. Pro forma net loss, which includes interest expense, was $4 million, or $0.01 per share, compared with a pro forma net loss of $58 million, or $0.16 per share, in the second quarter 2001. (Details on the differences between GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 results and pro forma results are included below, with 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 those differences included in the attached financial statements.)

"I'm I'm  

Contraction of I am.

Our Living Language Speakers of some scattered varieties of American English sometimes use I'm instead of I've or I have in present perfect constructions, as in
 especially pleased with the outstanding job our U.S. Books team is doing -- posting another quarter of 20% year-over-year book unit growth, up from 15% growth this past fourth quarter," 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 CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Amazon.com. "Also, Electronics, Tools and Kitchen revenues accelerated as we lowered prices and expanded Electronics selection by 40% to over 60,000 items, including products from Sony SONY Standard Oil of New York (common, but untrue; it's an urban legend) , Toshiba Toshiba Corporation (株式会社東芝 Kabushiki-gaisha Tōshiba , Yamaha (company) Yamaha - A Japanese company best known for consumer electronics and motorbikes. They make music synthesizers, CD-Rom Writers and HiFi sound equipment.

http://yamaha.com/.
 and Microsoft (Microsoft Corporation, Redmond, WA, www.microsoft.com) The most successful and influential software company. Microsoft's software and Intel's hardware pioneered the PC and revolutionized the computer industry. ."

In June, Amazon.com announced its fourth significant price decrease in the past year. In July 2001, the Company lowered book prices to 30% off books over $20, and in January January: see month.  introduced its 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 option on orders over $99. In April, Amazon.com extended the 30% discount to books over $15, and in June extended its Free Super Saver Shipping option to qualifying orders over $49 as a long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 test. Additionally, Amazon.com recently reduced prices on electronics, tools and many 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.

Highlights of Second Quarter Results (comparisons are with the equivalent period of 2001)
-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.


Stock Options

The Company announced that by the beginning of 2003 all stock-based awards granted thereafter will be expensed.

Financial Guidance

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 Amazon, in Greek mythology
Amazon (ăm`əzŏn), in Greek mythology, one of a tribe of warlike women who lived in Asia Minor.
.com's expectations as of July 23, 2002. Results may be materially affected by many factors, such as changes in general 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. , 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.

Third Quarter 2002 Expectations


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



Full Year 2002 Expectations


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



A conference call will be Webcast live at www.amazon.com/ir today at 2 p.m. PT/5 p.m. ET and will be available through Sept. 30, 2002. This call will contain forward-looking statements and other material information.

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; 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 service relationships with third-party sellers and other strategic transactions; foreign-currency exchange risks; seasonality; international growth and expansion; 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; and fluctuations in the value of securities and non-cash payments Amazon.com receives in connection with such transactions. 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.
, inventory, limited operating history, government regulation and taxation, customer or third-party sellers fraud, Amazon.com Payments, and new business areas, business combinations and strategic alliances. 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 Dec. 31, 2001, and all subsequent filings.

The Company intends to continue its practice of not updating forward-looking statements other than in publicly available documents.

Pro Forma Results

Pro forma results, which generally exclude non-operational, non-cash charges Non-Cash Charge

A charge off, made by a company against earnings, that does not require an initial outlay of cash.

Notes:
Non-cash charges are typically against the depreciation, amortization, and depletion accounts on a company's balance sheet.
 and benefits as well as one-time one-time
adj.
1. or one·time
a. Occurring or undertaken only once: a one-time winner in 1995.

b.
 charges, are 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"). Management uses such pro forma measures internally to evaluate the Company's performance and manage its operations. A reconciliation of GAAP to pro forma is included in the attached financial statements.

Pro forma operating results exclude the following line items on the Company's statements of operations:


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



Pro forma net results exclude, in addition to the line items described above, the following line items on the Company's statements of operations:


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



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 its virtual doors on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be the world's most customer-centric company, where customers can find and discover anything they might want to buy online. Amazon.com and sellers list millions of unique new and used items in categories such as 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, camera 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, travel services, magazine subscriptions and outdoor living items. Through 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. , zShops and Auctions, any business or individual can sell virtually anything to Amazon.com's millions of customers, and with Amazon.com Payments, sellers can accept credit card transactions, avoiding the hassles of offline (1) Not connected to the Internet, online service or internal network. See offline file.

(2) Not connected to or not installed in the computer. If a terminal, printer or other device is physically connected to the computer, but is not turned on or in ready mode, it is
 payments.

Amazon.com operates five international Web sites: www.amazon.ca, www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. It also operates the Internet Movie Database (www.imdb.com), the Web's comprehensive and authoritative source of information on more than 300,000 movies and entertainment titles and 1 million cast and crew members dating from the birth of film.

CONTACT: Amazon.com

Tim Halladay, 206/266-2171 (Investor Relations Investor relations

The process by which the corporation communicates with its investors.
)

ir@amazon.com

or

Bill Curry William "Bill" Curry (born October 21, 1942) is a former NFL football player and NCAA football coach. He currently works as a football analyst for ESPN and the director of the Leadership Baylor program at Baylor School in Chattanooga, Tennessee. , 206/266-7180 (Public Relations public relations, activities and policies used to create public interest in a person, idea, product, institution, or business establishment. By its nature, public relations is devoted to serving particular interests by presenting them to the public in the most )

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


                             Three Months Ended    Six Months Ended
                                  June 30,              June 30,
                          --------------------- ---------------------
                              2002       2001       2002      2001
                          ---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD      $ 296,689  $ 446,944  $ 540,282  $ 822,435
OPERATING ACTIVITIES:
Net loss                    (93,553)  (168,359)  (116,703)  (402,490)
Adjustments to reconcile
 net loss to net cash
 provided by (used in)
 operating activities:
 Depreciation of fixed
  assets and other
  amortization               20,970     20,794     41,910     43,867
 Stock-based compensation    23,148      2,351     34,079      5,267
 Equity in losses of
  equity-method investees,
  net                         1,168     10,315      2,912     23,490
 Amortization of goodwill
  and other intangibles       1,374     50,830      3,353    101,661
 Non-cash restructuring-
  related and other               -      6,525          -     68,529
 Loss (gain) on sale of
  marketable securities,
  net                          (437)       187       (813)       214
 Other losses (gains), net   63,454    (11,315)    57,938    (45,172)
 Non-cash interest expense
  and other                   7,464      6,713     14,525     13,285
 Cumulative effect of
  change in accounting
  principle                       -          -       (801)    10,523
 Changes in operating
  assets and liabilities:
 Inventories                 16,420     25,277     21,094     45,100
 Prepaid expenses and
  other current assets      (13,430)   (12,203)   (16,750)    15,131
 Accounts payable           (27,418)    (1,632)  (155,704)  (231,390)
 Accrued expenses and
  other current
  liabilities               (12,489)    52,271    (78,350)    (5,491)
 Unearned revenue            20,688     25,192     49,404     43,197
 Amortization of
  previously unearned
  revenue                   (30,921)   (31,908)   (68,254)   (65,300)
 Interest payable            28,199     27,447    (24,236)   (24,920)
                          ---------- ---------- ---------- ----------
Net cash provided by (used
 in) operating activities     4,637      2,485   (236,396)  (404,499)

INVESTING ACTIVITIES:
Sales and maturities of
 marketable securities and
 other investments          213,336     66,971    349,911    161,337
Purchases of marketable
 securities                (299,877)   (26,743)  (434,104)   (57,121)
Purchases of fixed assets,
 including internal-use
 software and Web site
 development                 (7,440)   (10,425)   (12,294)   (29,862)
                          ---------- ---------- ---------- ----------
  Net cash provided by
   (used in) investing
   activities               (93,981)    29,803    (96,487)    74,354

FINANCING ACTIVITIES:
Proceeds from exercise of
 stock options and other     42,866      7,644     50,275     13,477
Proceeds from long-term
 debt and other                   -          -          -     10,000
Repayment of capital lease
 obligations and other       (3,432)    (4,094)    (7,995)    (8,669)
                          ---------- ---------- ---------- ----------
  Net cash provided by
   financing activities      39,434      3,550     42,280     14,808
Effect of exchange-rate
 changes on cash and cash
 equivalents                 23,659    (19,833)    20,759    (44,149)
                          ---------- ---------- ---------- ----------
Net increase (decrease) in
 cash and cash equivalents  (26,251)    16,005   (269,844)  (359,486)
                          ---------- ---------- ---------- ----------
CASH AND CASH EQUIVALENTS,
 END OF PERIOD            $ 270,438  $ 462,949  $ 270,438  $ 462,949
                          ========== ========== ========== ==========

SUPPLEMENTAL CASH FLOW
 INFORMATION:
Fixed assets acquired
 under capital leases       $ 1,211      $ 171    $ 2,135    $ 2,469
Equity securities received
 for commercial agreements        -          -          -        331
Cash paid for interest          566      1,198     81,049     80,715

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


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

                       Three Months Ended       Six Months Ended
                            June 30,                 June 30,
                     ---------------------- -------------------------
                        2002        2001         2002         2001
                     ---------- ----------- ------------ ------------

Net sales            $ 805,605   $ 667,625  $ 1,653,027  $ 1,367,981
Cost of sales          587,438     487,905    1,211,735    1,005,664
                     ---------- ----------- ------------ ------------
Gross profit           218,167     179,720      441,292      362,317

Operating expenses:
   Fulfillment          85,751      85,583      175,566      183,831
   Marketing            28,832      34,658       61,076       71,296
   Technology and
    content             58,165      64,710      113,662      134,994
   General and
    administrative      19,425      22,778       40,336       48,806
   Stock-based
    compensation        23,148       2,351       34,079        5,267
   Amortization of
    goodwill and
    other
    intangibles          1,374      50,830        3,353      101,661
   Restructuring-
    related and
    other                    -      58,650        9,974      172,910
                    ---------- ----------- ------------ ------------
    Total operating
     expenses          216,695     319,560      438,046      718,765
                    ---------- ----------- ------------ ------------

Income (loss) from
 operations              1,472    (139,840)       3,246     (356,448)

Interest income          5,650       6,807       11,302       16,757
Interest expense       (35,651)    (35,148)     (70,895)     (68,896)
Other income
 (expense), net           (402)     (1,178)        (307)      (5,062)
Other gains (losses),
 net                   (63,454)     11,315      (57,938)      45,172
                     ---------- ----------- ------------ ------------
    Total non-
     operating
     expenses, net     (93,857)    (18,204)    (117,838)     (12,029)
                     ---------- ----------- ------------ ------------

Loss before equity in
 losses of equity-
 method investees      (92,385)   (158,044)    (114,592)    (368,477)
Equity in losses of
 equity-method
 investees, net         (1,168)    (10,315)      (2,912)     (23,490)
                     ---------- ----------- ------------ ------------

Loss before change in
 accounting principle  (93,553)   (168,359)    (117,504)    (391,967)
Cumulative effect of
 change in accounting
 principle                   -           -          801      (10,523)
                     ---------- ----------- ------------ ------------
Net loss             $ (93,553) $ (168,359)  $ (116,703)  $ (402,490)
                     ========== =========== ============ ============

Basic and diluted
 loss per share:
   Prior to
    cumulative
    effect of change
    in accounting
    principle          $ (0.25)    $ (0.47)     $ (0.31)     $ (1.09)
   Cumulative
    effect of change
    in accounting
    principle                -           -            -        (0.03)
                     ---------- ----------- ------------ ------------
                       $ (0.25)    $ (0.47)     $ (0.31)     $ (1.12)
                     ========== =========== ============ ============

Shares used in
 computation of basic
 and diluted loss
 per share:            376,937     359,752      374,995      358,595
                     ========== =========== ============ ============

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
                                             June 30, 2002
                                  -----------------------------------
                                               Pro Forma
                                 As Reported  Adjustments   Pro Forma
                                      (1)
                                  -----------------------------------

Net sales                           $ 805,605        $ -   $ 805,605
Cost of sales                         587,438          -     587,438
                                  -----------------------------------
Gross profit                          218,167          -     218,167

Operating expenses:
   Fulfillment                         85,751          -      85,751
   Marketing                           28,832          -      28,832
   Technology and content              58,165          -      58,165
   General and administrative          19,425          -      19,425
   Stock-based compensation            23,148    (23,148)          -
   Amortization of goodwill and
    other intangibles                   1,374     (1,374)          -
   Restructuring-related and other          -          -           -
                                  -----------------------------------
     Total operating
      expenses                        216,695    (24,522)    192,173
                                  -----------------------------------

Income (loss) from operations           1,472     24,522      25,994

Interest income                         5,650          -       5,650
Interest expense                      (35,651)         -     (35,651)
Other income (expense), net              (402)         -        (402)
Other gains (losses), net             (63,454)    63,454           -
                                  -----------------------------------
     Total non-operating
      expenses, net                   (93,857)    63,454     (30,403)
                                  -----------------------------------

Loss before equity in losses of
 equity-method investees              (92,385)    87,976      (4,409)
Equity in losses of equity-method
 investees, net                        (1,168)     1,168           -
                                  -----------------------------------
Net loss                            $ (93,553)  $ 89,144    $ (4,409)
                                  ===================================
Net cash provided by operating
 activities                           $ 4,637                $ 4,637
                                  ============           ============
Basic and diluted loss per share      $ (0.25)    $ 0.24     $ (0.01)
                                  ===================================
Shares used in computation of
 basic and diluted loss per share:    376,937                376,937
                                  ============           ============

                                            Three Months Ended
                                             June 30, 2001
                                  -----------------------------------
                                               Pro Forma
                                 As Reported  Adjustments  Pro Forma
                                       (1)
                                  -----------------------------------
Net sales                           $ 667,625        $ -   $ 667,625
Cost of sales                         487,905          -     487,905
                                  -----------------------------------
Gross profit                          179,720          -     179,720

Operating expenses:
   Fulfillment                         85,583          -      85,583
   Marketing                           34,658          -      34,658
   Technology and content              64,710          -      64,710
   General and administrative          22,778          -      22,778
   Stock-based compensation             2,351     (2,351)          -
   Amortization of goodwill and
    other intangibles                  50,830    (50,830)          -
   Restructuring-related and other     58,650    (58,650)          -
                                  -----------------------------------
     Total operating expenses         319,560   (111,831)    207,729
                                  -----------------------------------

Income (loss) from operations        (139,840)   111,831     (28,009)

Interest income                         6,807          -       6,807
Interest expense                      (35,148)         -     (35,148)
Other income (expense), net            (1,178)         -      (1,178)
Other gains (losses), net              11,315    (11,315)          -
                                  -----------------------------------
     Total non-operating
      expenses, net                   (18,204)   (11,315)    (29,519)
                                  -----------------------------------
Loss before equity in losses of
 equity-method investees             (158,044)   100,516     (57,528)
Equity in losses of equity-method
 investees, net                       (10,315)    10,315           -
                                  -----------------------------------
Net loss                           $ (168,359) $ 110,831   $ (57,528)
                                  ===================================
Net cash provided by operating
 activities                           $ 2,485                $ 2,485
                                  ============           ============
Basic and diluted loss per share      $ (0.47)    $ 0.31     $ (0.16)
                                  ===================================
Shares used in computation of
 basic and diluted loss per share:    359,752                359,752
                                  ============           ============

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

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

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

                                            Six Months Ended
                                              June 30, 2002
                                  -----------------------------------
                                               Pro Forma
                                  As Reported Adjustments Pro Forma
                                       (1)
                                  -----------------------------------

Net sales                         $ 1,653,027        $ - $ 1,653,027
Cost of sales                       1,211,735          -   1,211,735
                                  -----------------------------------
Gross profit                          441,292          -     441,292

Operating expenses:
   Fulfillment                        175,566          -     175,566
   Marketing                           61,076          -      61,076
   Technology and content             113,662          -     113,662
   General and administrative          40,336          -      40,336
   Stock-based compensation            34,079    (34,079)          -
   Amortization of goodwill and
    other intangibles                   3,353     (3,353)          -
   Restructuring-related and other      9,974     (9,974)          -
                                  -----------------------------------
     Total operating
      expenses                        438,046    (47,406)    390,640
                                  -----------------------------------

Income (loss) from operations           3,246     47,406      50,652

Interest income                        11,302          -      11,302
Interest expense                      (70,895)         -     (70,895)
Other income (expense), net              (307)         -        (307)
Other gains (losses), net             (57,938)    57,938           -
                                  -----------------------------------
     Total non-operating
      expenses,net                   (117,838)    57,938     (59,900)
                                  -----------------------------------
Loss before equity in losses of
 equity-method investees             (114,592)   105,344      (9,248)
Equity in losses of equity-method
 investees, net                        (2,912)     2,912           -
                                  -----------------------------------

Loss before change in accounting
 principle                           (117,504)   108,256      (9,248)
Cumulative effect of change in
 accounting principle                     801       (801)          -
                                  -----------------------------------
Net loss                           $ (116,703) $ 107,455    $ (9,248)
                                  ===================================
Net cash used in operating
 activities                        $ (236,396)            $ (236,396)
                                  ============           ============

Basic and diluted loss per share:
   Prior to cumulative effect of
    change in accounting principle    $ (0.31)      0.29     $ (0.02)
   Cumulative effect of change in
    accounting principle                    -          -           -
                                  -----------------------------------
                                      $ (0.31)    $ 0.29     $ (0.02)
                                  ===================================
Shares used in computation of
basic and diluted loss per share:     374,995                374,995
                                  ============           ============

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

                                            Six Months Ended
                                              June 30, 2001
                                  -----------------------------------
                                               Pro Forma
                                 As Reported  Adjustments  Pro Forma
                                       (1)
                                  -----------------------------------

Net sales                         $ 1,367,981        $ - $ 1,367,981
Cost of sales                       1,005,664          -   1,005,664
                                  -----------------------------------
Gross profit                          362,317          -     362,317

Operating expenses:
   Fulfillment                        183,831          -     183,831
   Marketing                           71,296          -      71,296
   Technology and content             134,994          -     134,994
   General and administrative          48,806          -      48,806
   Stock-based compensation             5,267     (5,267)          -
   Amortization of goodwill and
    other intangibles                 101,661   (101,661)          -
   Restructuring-related and other    172,910   (172,910)          -
                                  -----------------------------------
     Total operating expenses         718,765   (279,838)    438,927
                                  -----------------------------------
Income (loss) from operations        (356,448)   279,838     (76,610)

Interest income                        16,757          -      16,757
Interest expense                      (68,896)         -     (68,896)
Other income (expense), net            (5,062)         -      (5,062)
Other gains (losses), net              45,172    (45,172)          -
                                  -----------------------------------
     Total non-operating
      expenses, net                   (12,029)   (45,172)    (57,201)
                                  -----------------------------------
Loss before equity in losses of
 equity-method investees             (368,477)   234,666    (133,811)
Equity in losses of equity-method
 investees, net                       (23,490)    23,490           -
                                  -----------------------------------
Loss before change in accounting
 principle                           (391,967)   258,156    (133,811)
Cumulative effect of change in
 accounting principle                 (10,523)    10,523           -
                                  -----------------------------------
Net loss                           $ (402,490) $ 268,679  $ (133,811)
                                  ===================================
Net cash used in operating
 activities                        $ (404,499)            $ (404,499)
                                  ============           ============
Basic and diluted loss per share:
   Prior to cumulative effect of
    change in accounting principle    $ (1.09)      0.72     $ (0.37)
   Cumulative effect of change in
    accounting principle                (0.03)      0.03           -
                                  -----------------------------------
                                      $ (1.12)    $ 0.75     $ (0.37)
                                  ===================================
Shares used in computation of
 basic and diluted loss per share:    358,595                358,595
                                  ============           ============

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

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

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

                                     Three Months Ended June 30, 2002
                                    ----------------------------------
                                                 North America
                                     ---------------------------------
                                      Books,
                                       Music    Electronics,
                                       and       Tools and
                                     DVD/Video    Kitchen      Total
                                    ----------------------------------

Net sales                           $ 411,727   $ 128,431   $ 540,158
Gross profit                          123,673      18,518     142,191
Pro forma income (loss) from
 operations                            49,093     (18,498)     30,595
Stock-based compensation
Amortization of other intangibles
Total non-operating expenses, net
Equity in losses of equity-
 method investees, net
Net loss

Segment highlights:
Y / Y net sales growth                      6%         16%          8%
Y / Y gross profit growth                  12%         41%         15%
Gross margin                               30%         14%         26%
Pro forma operating margin                 12%       (14%)          6%
Net sales mix                              51%         16%         67%


                                     Three Months Ended June 30, 2002
                                    ----------------------------------
                                   International Services Consolidated
                                    ----------------------------------
Net sales                              $ 218,457 $ 46,990   $ 805,605
Gross profit                              47,369   28,607     218,167
Pro forma income (loss) from
 operations                              (10,187)   5,586      25,994
Stock-based compensation                                      (23,148)
Amortization of other intangibles                              (1,374)
Total non-operating expenses, net                             (93,857)
Equity in losses of equity-
 method investees, net                                         (1,168)
                                                          ------------
Net loss                                                    $ (93,553)
                                                          ============

Segment highlights:
Y / Y net sales growth                        70%      22%         21%
Y / Y gross profit growth                     61%       9%         21%
Gross margin                                  22%      61%         27%
Pro forma operating margin                   (5%)      12%          3%
Net sales mix                                 27%       6%        100%

                                     Three Months Ended June 30, 2001
                                    ----------------------------------
                                              North America
                                    ----------------------------------
                                      Books,
                                      Music    Electronics,
                                       and      Tools and
                                     DVD/Video    Kitchen      Total
                                    ----------------------------------
Net sales                           $ 389,723   $ 110,957   $ 500,680
Gross profit                          110,844      13,159     124,003
Pro forma income (loss) from
 operations                            38,967     (41,322)     (2,355)
Stock-based compensation
Amortization of goodwill and
 other intangibles
Restructuring-related and other
Total non-operating expenses, net
Equity in losses of equity-
 method investees, net
Net loss

Segment highlights:
Y / Y net sales growth                      1%         21%          5%
Y / Y gross profit growth                  28%        111%         33%
Gross margin                               28%         12%         25%
Pro forma operating margin                 10%       (37%)        (0%)
Net sales mix                              58%         17%         75%

                                     Three Months Ended June 30, 2001
                                    ----------------------------------
                                   International Services Consolidated
                                    ----------------------------------

Net sales                              $ 128,346 $ 38,599   $ 667,625
Gross profit                              29,365   26,352     179,720
Pro forma income (loss) from
 operations                              (29,993)   4,339     (28,009)
Stock-based compensation                                       (2,351)
Amortization of goodwill and other
 intangibles                                                  (50,830)
Restructuring-related and other                               (58,650)
Total non-operating expenses, net                             (18,204)
Equity in losses of equity-method
 investees, net                                               (10,315)
                                                          ------------
Net loss                                                   $ (168,359)
                                                          ============

Segment highlights:
Y / Y net sales growth                        75%      41%         16%
Y / Y gross profit growth                     80%     (1%)         32%
Gross margin                                  23%      68%         27%
Pro forma operating margin                  (23%)      11%        (4%)
Net sales mix                                 19%       6%        100%

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)

                                      Six Months Ended June 30, 2002
                                    ----------------------------------
                                                North America
                                    ----------------------------------
                                      Books,
                                      Music     Electronics,
                                       and       Tools and
                                     DVD/Video    Kitchen     Total
                                    ----------------------------------
Net sales                           $ 854,765   $ 254,634 $ 1,109,399
Gross profit                          246,808      37,941     284,749
Pro forma income (loss) from
 operations                            95,456     (39,254)     56,202
Stock-based compensation
Amortization of other intangibles
Restructuring-related and other
Total non-operating expenses, net
Equity in losses of equity-
 method investees, net
Cumulative effect of change
 in accounting principle
Net loss

Segment highlights:
Y / Y net sales growth                      7%         12%          8%
Y / Y gross profit growth                  12%         25%         14%
Gross margin                               29%         15%         26%
Pro forma operating margin                 11%       (15%)          5%
Net sales mix                              52%         15%         67%


                                      Six Months Ended June 30, 2002
                                    ----------------------------------
                                   International Services Consolidated
                                    ----------------------------------

Net sales                              $ 443,977 $ 99,651 $ 1,653,027
Gross profit                              96,373   60,170     441,292
Pro forma income (loss) from
 operations                              (21,451)  15,901      50,652
Stock-based compensation                                      (34,079)
Amortization of other intangibles                              (3,353)
Restructuring-related and other                                (9,974)
Total non-operating expenses, net                            (117,838)
Equity in losses of equity-
 method investees, net                                         (2,912)
Cumulative effect of change
 in accounting principle                                          801
                                                          ------------
Net loss                                                   $ (116,703)
                                                          ============

Segment highlights:
Y / Y net sales growth                        70%      23%         21%
Y / Y gross profit growth                     68%      10%         22%
Gross margin                                  22%      60%         27%
Pro forma operating margin                   (5%)      16%          3%
Net sales mix                                 27%       6%        100%


                                      Six Months Ended June 30, 2001
                                    ----------------------------------
                                              North America
                                    ----------------------------------
                                      Books,
                                      Music    Electronics,
                                       and      Tools and
                                     DVD/Video   Kitchen       Total

Net sales                           $ 799,309   $ 227,464 $ 1,026,773
Gross profit                          219,963      30,379     250,342
Pro forma income (loss) from
 operations                            66,592     (87,155)    (20,563)
Stock-based compensation
Amortization of goodwill and
 other intangibles
Restructuring-related and other
Total non-operating expenses, net
Equity in losses of equity-
 method investees, net
Cumulative effect of change
 in accounting principle
Net loss

Segment highlights:
Y / Y net sales growth                      2%         37%          8%
Y / Y gross profit growth                  30%        128%         37%
Gross margin                               28%         13%         24%
Pro forma operating margin                  8%       (38%)        (2%)
Net sales mix                              58%         17%         75%


                                      Six Months Ended June 30, 2001
                                   -----------------------------------
                                   International Services Consolidated
                                   -----------------------------------
Net sales                              $ 260,451 $ 80,757 $ 1,367,981
Gross profit                              57,415   54,560     362,317
Pro forma income (loss) from
 operations                              (64,562)   8,515     (76,610)
Stock-based compensation                                       (5,267)
Amortization of goodwill and
 other intangibles                                           (101,661)
Restructuring-related and other                              (172,910)
Total non-operating expenses, net                             (12,029)
Equity in losses of equity-
 method investees, net                                        (23,490)
Cumulative effect of change
 in accounting principle                                      (10,523)
                                                          ------------
Net loss                                                   $ (402,490)
                                                          ============
Segment highlights:
Y / Y net sales growth                        75%      61%         19%
Y / Y gross profit growth                     78%      12%         37%
Gross margin                                  22%      68%         26%
Pro forma operating margin                  (25%)      11%        (6%)
Net sales mix                                 19%       6%        100%

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

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

                                             June 30,   December 31,
                                               2002         2001
                                          ------------ ------------
ASSETS
Current assets:
   Cash and cash equivalents                $ 270,438    $ 540,282
   Marketable securities                      553,141      456,303
   Inventories                                126,794      143,722
   Prepaid expenses and other current
    assets                                     93,204       67,613
                                         ------------ ------------
    Total current assets                    1,043,577    1,207,920

Fixed assets, net                             249,452      271,751
Goodwill, net                                  70,811       45,367
Other intangibles, net                          5,585       34,382
Investments in equity-method investees          3,188       10,387
Other equity investments                       15,288       17,972
Other assets                                   47,146       49,768
                                          ------------ ------------
    Total assets                          $ 1,435,047  $ 1,637,547
                                          ============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                         $ 296,368    $ 444,748
   Accrued expenses and other current
    liabilities                               236,234      305,064
   Unearned revenue                            69,128       87,978
   Interest payable                            44,396       68,632
   Current portion of long-term debt and
    other                                      14,406       14,992
                                          ------------ ------------
    Total current liabilities                 660,532      921,414

Long-term debt and other                    2,218,426    2,156,133

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 -- 380,304 and
        373,218, respectively                   3,803        3,732
   Additional paid-in capital               1,546,941    1,462,769
   Deferred stock-based compensation           (9,778)      (9,853)
   Accumulated other comprehensive loss        (7,596)     (36,070)
   Accumulated deficit                     (2,977,281)  (2,860,578)
                                          ------------ ------------
    Total stockholders' deficit            (1,443,911)  (1,440,000)
                                          ------------ ------------
      Total liabilities and
       stockholders' deficit              $ 1,435,047  $ 1,637,547
                                          ============ ============

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
                              (unaudited)
                 (in millions, except per share data)

                                                                Y / Y
                                                                   %
                       Q2 2001  Q3 2001 Q4 2001 Q1 2002 Q2 2002 Growth
                      ------------------------------------------------
Results of Operations

Net sales                $ 668    $ 639 $ 1,115   $ 847   $ 806    21%
Net sales -- trailing
 twelve months (TTM)   $ 2,978  $ 2,980 $ 3,122 $ 3,269 $ 3,407    14%
Net sales shipped
 outside the U.S.
 (excluding
 Marketplace) -- % of
 net sales                  28%      29%     29%     34%     34%   N/A

Gross profit             $ 180    $ 162   $ 274   $ 223   $ 218    21%
Gross margin -- % of
 net sales                26.9%    25.4%   24.6%   26.3%   27.1%   N/A
Gross profit -- TTM      $ 754    $ 749   $ 799   $ 839   $ 878    16%
Gross margin -- TTM %
 of net sales             25.3%    25.1%   25.6%   25.7%   25.8%   N/A

Fulfillment costs --
 % of net sales           12.8%    12.7%    9.8%   10.6%   10.6%   N/A
Fulfillment costs --
 TTM % of net sales       13.8%    13.3%   12.0%   11.2%   10.7%   N/A
Fulfillment costs -- %
 of North America and
 International
 combined net sales       13.6%    13.7%   10.7%   11.3%   11.3%   N/A

Pro forma operating
 expenses                $ 208    $ 189   $ 215   $ 198   $ 192   (7%)
Pro forma operating
 expenses -- TTM         $ 959    $ 912   $ 844   $ 811   $ 795  (17%)

Pro forma operating
 income (loss)           $ (28)   $ (27)   $ 59    $ 25    $ 26    N/A
Pro forma operating
 margin -- % of net
 sales                   (4.2%)   (4.2%)    5.3%    2.9%    3.2%   N/A
Pro forma operating
 income (loss) -- TTM   $ (205)  $ (164)  $ (45)   $ 28    $ 82    N/A
Pro forma operating
 income (loss) -- TTM
 % of net sales          (6.9%)   (5.5%)  (1.4%)    0.9%    2.4%   N/A

GAAP operating income
 (loss)                 $ (140)   $ (70)   $ 15     $ 2     $ 1    N/A
GAAP operating income
 (loss) -- % of net
 sales                  (20.9%)  (11.0%)    1.3%    0.2%    0.2%   N/A
GAAP operating income
 (loss) -- TTM          $ (842)  $ (749) $ (412) $ (194)  $ (53) (94%)
GAAP operating income
 (loss) -- TTM % of
 net sales              (28.3%)  (25.1%) (13.2%)  (5.9%)  (1.5%)   N/A

Pro forma net income
 (loss)                  $ (58)   $ (58)   $ 35    $ (5)   $ (4) (92%)
Pro forma net income
 (loss) per share      $ (0.16) $ (0.16) $ 0.09 $ (0.01)$ (0.01)   N/A
Pro forma net income
 (loss) -- TTM          $ (314)  $ (282) $ (157)  $ (86)  $ (32) (90%)

GAAP net income
 (loss)                 $ (168)  $ (170)    $ 5   $ (23)  $ (94) (44%)
GAAP net income
 (loss) per share      $ (0.47) $ (0.46) $ 0.01 $ (0.06)$ (0.25)   N/A
GAAP net income
 (loss) -- TTM        $ (1,188)$ (1,118) $ (567) $ (356) $ (281) (76%)

North America Books, Music and
 DVD/Video (BMVD) segment:
  BMVD net sales         $ 390    $ 351   $ 538   $ 443   $ 412     6%
  BMVD net sales --
   TTM                 $ 1,711  $ 1,662 $ 1,689 $ 1,722 $ 1,744     2%
  BMVD gross profit      $ 111     $ 93   $ 140   $ 123   $ 124    12%
  BMVD pro forma
   operating margin --
   % of BMVD net sales      10%       7%     12%     10%     12%   N/A

North America
 Electronics, Tools
 and Kitchen (ETK)
 segment:
  ETK net sales          $ 111    $ 103   $ 217   $ 126   $ 128    16%
  ETK net sales --
   TTM                   $ 545    $ 551   $ 547   $ 557   $ 574     5%
  ETK gross profit        $ 13     $ 13    $ 35    $ 19    $ 19    41%
  ETK pro forma
   operating margin --
   % of ETK net sales     (37%)    (32%)    (9%)   (16%)   (14%)   N/A

International
 segment:
  International net
   sales                 $ 128    $ 138   $ 262   $ 226   $ 218    70%
  International net
   sales -- TTM          $ 493    $ 544   $ 661   $ 755   $ 845    71%
  International gross
   profit                 $ 29     $ 28    $ 55    $ 49    $ 47    61%
  International pro
   forma operating
   margin -- % of
   International net
   sales                  (23%)    (20%)    (4%)    (5%)    (5%)   N/A

Services segment:
  Services net sales      $ 39     $ 46    $ 98    $ 53    $ 47    22%
  Services net sales
   -- TTM                $ 229    $ 223   $ 225   $ 236   $ 244     7%
  Services gross
   profit                 $ 26     $ 27    $ 45    $ 32    $ 29     9%
  Services pro forma
   operating margin --
   % of Services net
   sales                    11%      17%     26%     20%     12%   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
                              (unaudited)
   (in millions, except per active customer account data, inventory
          turnover, accounts payable days, and employee data)

                                                                Y / Y
                                                                   %
                       Q2 2001  Q3 2001 Q4 2001 Q1 2002 Q2 2002 Growth
                      ------------------------------------------------
Customer Data (a)

Active customer
 accounts -- TTM          21.1     23.0    24.7    26.2    27.3    30%

Net sales (excluding
 catalog sales) per
 active customer
 account -- TTM          $ 136    $ 126   $ 123   $ 122   $ 122  (10%)

Marketing cost per
 active customer
 account -- TTM            $ 8      $ 7     $ 6     $ 5     $ 5  (41%)


Balance Sheet

Cash and marketable
 securities              $ 609    $ 668   $ 997   $ 745   $ 824    35%

Inventory, net           $ 129    $ 131   $ 144   $ 139   $ 127   (2%)
Inventory -- % of net
 sales                      21%      20%     12%     17%     17%   N/A
Inventory -- % of TTM
 net sales                   5%       5%      5%      4%      4%   N/A
Inventory turnover --
 annualized               13.7     14.7    24.5    17.7    17.7    29%
Inventory turnover --
 TTM                      14.0     14.8    15.8    17.4    18.9    35%

Fixed assets, net        $ 292    $ 288   $ 272   $ 256   $ 249  (15%)

Accounts payable days
 -- ending                  48       46      49      45      46   (5%)


Cash Flows

Operating cash flow
 -- TTM                 $ (161)  $ (221) $ (120)   $ 46    $ 48    N/A

Free cash flow
 (operating cash flow
 less purchases of
 fixed assets) -- TTM   $ (270)  $ (301) $ (170)   $ 10    $ 16    N/A

Adjusted free cash flow (free
 cash flow less repayment of
 capital lease
  obligations) -- TTM   $ (286)  $ (320) $ (190)   $ (9)   $ (3) (99%)


Other

Common shares
 outstanding               362      372     373     375     380     5%
Options outstanding --
 % of common shares
 outstanding                12%      18%     18%     17%     13%   N/A

Employees (full-time
 and part-time)          7,800    7,900   7,800   7,900   7,700   (1%)

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

(a) Our customer account and active customer calculation methodology
    was modified in the third quarter 2001, primarily to include all
    customers who order new and used products through Amazon
    Marketplace. Our prior methodology did not capture all such
    customers. If second quarter 2001 customer metrics were presented
    under the modified methodology, active customer accounts, TTM net
    sales per active customer account, and marketing cost per active
    customer account would have been 21.9 million, $131, and $8,
    respectively.



AMAZON.COM, INC.

Financial and Operational Highlights

Second Quarter Ended June 30, 2002

(unaudited)

Results of Operations (all comparisons are with the equivalent period of 2001)

Net Sales


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



Gross Profit

-- Shipping profit was approximately $2 million, improving from a

loss of $2 million. We continue to measure our shipping

results relative to their impact on our overall financial

results, with the viewpoint that shipping promotions are an

effective marketing tool. We expect to continue offering

shipping promotions to our customers, which reduce shipping

revenue as a percentage of sales and will negatively affect

gross margins on our retail sales.

Fulfillment

-- Fulfillment costs represent those costs incurred in operating

and staffing our fulfillment and customer service centers,

including costs attributable attributable

emanating from or pertaining to attribute.


attributable proportion
see attributable risk (below).

attributable risk
 to receiving, inspecting and

warehousing inventories; picking, packaging and preparing

customers' orders for shipment; credit card fees and bad debt

costs; and responding to inquiries from customers. Fulfillment

costs also include amounts paid to third-party cosourcers, who

assist us in fulfillment and customer service operations.

Certain fulfillment-related costs incurred on behalf of

third-party sellers, excluding those costs associated with

Syndicated Stores, are classified as cost of sales rather than

fulfillment.

Stock-Based Compensation


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.


                                                         Hypothetical
                                        Hypothetical     vs. June 30,
                                         Cumulative   2002, Cumulative
                          Hypothetical  Compensation    Compensation
 Hypothetical Increase    Market Price    Expense          Expense
      Over $13.375         per Share
------------------------  ------------ -------------    -------------

          5%                $14.04        $16,463        $(15,027)
         10%                $14.71        $21,161        $(10,329)
         15%                $15.38        $25,858        $ (5,632)
         25%                $16.72        $35,252        $  3,762
         50%                $20.06        $58,738        $ 27,248


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.

-- As a result of our adoption of the full provisions of

Statement of Financial Accounting Standards No. 141 and No.

142, during the first quarter we reclassified $25 million of

other intangibles (comprising only assembled as·sem·ble  
v. as·sem·bled, as·sem·bling, as·sem·bles

v.tr.
1. To bring or call together into a group or whole: assembled the jury.

2.
 workforce

intangibles) to goodwill and discontinued dis·con·tin·ue  
v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues

v.tr.
1. To stop doing or providing (something); end or abandon:
 the amortization of

our goodwill assets.

Restructuring-Related and Other


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.


                (in thousands)
                                             Leases(a)   Other  Total
                                             ---------- ------- ------

    Six Months Ending December 31,
     2002                                      $12,438 $3,677 $16,115
    Year Ending December 31,
     2003                                        6,410  3,037   9,447
     2004                                        2,761     --   2,761
     2005                                        2,770     --   2,770
     2006                                        3,036     --   3,036
     Thereafter                                 10,909     --  10,909
                                               ------- ------ -------
    Total estimated cash outflows              $38,324 $6,714 $45,038
                                               ======= ====== =======

    (a) Net of anticipated sublease income of approximately $59
        million on gross lease obligations of $97 million.


Other Income (Expense), Net

-- Other income (expense) consists primarily of net realized

gains and losses 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
 and

disposals of fixed assets fixed assets nplactivo sg fijo

fixed assets nplimmobilisations fpl

fixed assets fix npl
, miscellaneous state and foreign

taxes and certain foreign-currency-related transaction gains

and losses.

Other Gains (Losses), Net


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



Earnings per Share


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



Financial Condition


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.



        Asset-backed and agency securities            $371,010
        Treasury notes and bonds                       108,051
        Commercial paper and short-term obligations     29,800
        Certificates of deposit                         20,663
        Corporate notes and bonds                       16,885
        Equity securities                                6,732
                                                      --------
                                                      $553,141
                                                      --------


-- 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 $124 million of our marketable Marketable are securities that can be easily converted into cash. Such securities will generally have highly liquid markets allowing the security to be sold at a reasonable price very quickly.

securities 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 certain contractual obligations,

compared with $167 million as of December December: see month.  31, 2001. Amounts

pledged for standby standby Medtalk adjective Referring to the immediate availability of a certain specialist–anesthesiologist, surgeon, who can be deployed in a medical emergency. Cf Concurrent.  letters of credit that guarantee certain

contractual obligations, primarily property leases, were $56

million; $28 million is pledged for a swap agreement that

hedges the foreign-exchange rate risk on a portion of our

6.875% convertible subordinated Subordinated

A claim ranked lower in priority than other claims. Common stock claims are always subordinated to debt.
 notes; and $40 million is

pledged for certain of our real estate lease agreements. The

amount of marketable securities we are required to pledge A Bailment or delivery of Personal Property to a creditor as security for a debt or for the performance of an act.

Sometimes called bailment, pledges are a form of security to assure that a person will repay a debt or perform an act under contract.


pursuant to the swap agreement fluctuates with the fair market

value of the swap obligation.

Certain Definitions and Other


-- Our segment reporting includes four segments: North America Books, Music and DVD/Video ("BMVD"); North America Electronics, Tools and Kitchen ("ETK"); International; and Services.

-- Allocation of centrally incurred operating costs methodologies have been consistently applied and there are no internal transactions between segments.

-- The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, computers, kitchen products and housewares, camera and photo items, software, cell phones and service, tools and hardware, and outdoor living items, as well as catalog sales of toys and tools and hardware. This segment also includes commissions and other amounts earned from sales of these products, new or used, through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, such as Target and Circuit City.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our German, French, Japanese and U.K. Web sites -- www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk. This segment also includes commissions and other amounts earned from sales of products, new or used, through Amazon Marketplace and revenues from stores offering these products through our Syndicated Stores Program.

-- The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business commercial agreements, including the Merchant Program, such as www.target.com beginning third quarter 2002, and, to the extent full product categories are not also offered by our online retail stores, the Merchant@amazon.com Program, such as Toysrus.com. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements.

-- All references to customers mean customer accounts, which are unique e-mail addresses, 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, Auctions and zShops services and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of selected companies with whom we have strategic marketing and promotional relationships.

-- Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our Merchant@amazon.com and Syndicated Stores Programs, but excluding products sold through our Merchant Program, catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.

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Publication:Business Wire
Date:Jul 23, 2002
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