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Amazon.com Announces 33% Sales Growth Fueled by Lower Prices; Raises Financial Guidance; Free Super Saver Shipping on Orders Over $25 to Continue at Least Through the Holidays.


Business Editors, High-Tech high-tech also hi-tech
adj. Informal
Of, relating to, or resembling high technology.


high-tech
Adjective

same as hi-tech

Adj. 1.
 Writers

SEATTLE--(BUSINESS WIRE)--October 24, 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 third quarter ended September September: see month.  30, 2002.

Free cash flow was $120 million for the trailing four quarters, compared with negative $301 million for the four quarters ended September 2001. Free cash flow includes cash outflows for interest and capital expenditures and excludes proceeds from the exercise of stock-based employee awards.

Common shares outstanding plus shares underlying stock-based employee awards totaled 430 million at September 30, 2002, a decrease of 2% compared with a year ago.

Net sales Net Sales

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

Notes:
This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight
 were $851 million, compared with $639 million in the third quarter 2001, an increase of 33%, exceeding the Company's guidance of between $780 million and $830 million.

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.
 was $10 million, including restructuring-related and other charges of $37 million, compared with a loss of $70 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 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 $27 million, or 3% of net sales, exceeding the Company's guidance of between $8 million and $17 million. This compares with a pro forma operating loss of $27 million in the third quarter 2001, an improvement of over $54 million.

Net loss was $35 million, or $0.09 per share, compared with a third quarter 2001 net loss of $170 million, or $0.46 per share. Pro forma net profit, which includes interest expense, was $0.4 million, or $0.00 per share, compared with a pro forma net loss of $58 million, or $0.16 per share, in the third 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.)

"We've we've  

Contraction of we have.

we've have
 lowered prices five times over the last 15 months, and simply put, it's it's  

1. Contraction of it is.

2. Contraction of it has. See Usage Note at its.


it's it is or it has
it's be ~have
 working," 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. "Based on the results so far, we've made the decision to leave 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 -- free on orders over $25 -- in place at least through the holidays."

Today, Amazon.com offers 30% off books over $15; significantly lowered prices on electronics, tools, and bestselling bestselling
adjective successful, top, hit (informal) smash (informal) flourishing, lucrative, smash-hit (informal) chart-topping (informal) moneymaking, number one, highly successful
 CDs and DVDs; and Free Super Saver Shipping on orders over $25.

Highlights of Third 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 methodologies for centrally incurred operating costs 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 revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com; commissions and other amounts earned from sales of these products through Amazon Marketplace; and from offerings of these products by third-party sellers (such as magazine subscriptions) under our Merchant@amazon.com Program.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, including J&R Electronics.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our U.K., German, French and Japanese Web sites -- www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products 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, 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, zShops and our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have strategic marketing and promotional relationships. A customer is considered active upon placing an order.


Financial Guidance and 2003 Expectations

The following forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 reflect Amazon 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 October October: see month.  24, 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.

Fourth Quarter 2002 Guidance

-- Fourth quarter net sales are expected to be between $1.325

billion and $1.425 billion, or grow between 19% and 28%.

-- Fourth quarter pro forma operating profit is expected to be

between $70 million and $95 million.

Full Year 2003 Expectations

-- Net sales are expected to grow over 10%.

-- Pro forma operating profit is expected to be over $200

million. This amount could be impacted, either positively or

negatively, by the investment choices the Company makes for

the long term.

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 December December: see month.  31, 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 December 31, 2001, and all subsequent filings.

Pro Forma Results

Pro forma results, which generally exclude non-operational, non-cash expenses Noun 1. non-cash expense - an expense (such as depreciation) that is not paid for in cash
disbursal, disbursement, expense - amounts paid for goods and services that may be currently tax deductible (as opposed to capital expenditures)
 and income 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:

-- Stock-based compensation,

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

-- Restructuring-related and other.

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

-- Other gains (losses), net,

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

-- Cumulative effect of change in accounting principle.

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 July: see month.  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 at a great price. Amazon.com and sellers list millions of unique new and used items in categories such as electronics, computers, kitchen and housewares house·wares  
pl.n.
Cooking utensils, dishes, and other small articles used in a household, especially in the kitchen.
, books, music, DVDs, videos, cameras and photo items, office products, 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.

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.


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

                            Three Months Ended     Nine Months Ended
                               September 30,         September 30,
                            --------------------  --------------------
                                2002       2001       2002       2001
                            ---------  ---------  ---------  ---------

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD        $270,438   $462,949   $540,282   $822,435
OPERATING ACTIVITIES:
Net loss                     (35,080)  (169,874)  (151,783)  (572,364)
Adjustments to reconcile
 net loss to net cash
 provided by (used in)
 operating activities:
  Depreciation of fixed
   assets and other
   amortization               20,501     19,795     62,411     63,662
  Stock-based compensation      (832)    (2,567)    33,247      2,700
  Equity in losses of
   equity-method investees,
   net                           557      4,982      3,469     28,472
  Amortization of goodwill
   and other intangibles       1,212     41,835      4,565    143,496
  Non-cash restructuring-
   related and other           2,370      1,881      2,370     70,410
  Gain on sale of marketable
   securities, net            (3,020)    (1,351)    (3,833)    (1,137)
  Other losses (gains), net   (2,261)    63,625     55,677     18,453
  Non-cash interest expense
   and other                   7,911      6,834     22,436     20,119
  Cumulative effect of
   change in accounting
   principle                       -          -       (801)    10,523
Changes in operating
 assets and liabilities:
  Inventories                (24,029)      (659)    (2,935)    44,441
  Prepaid expenses and
   other current assets      (14,670)     2,960    (31,420)    18,091
  Accounts payable            49,408    (22,594)  (106,296)  (253,984)
  Accrued expenses and
   other current
   liabilities                40,895     (9,721)   (37,455)   (15,212)
  Unearned revenue            26,237     33,443     75,641     76,640
  Amortization of
   previously unearned
   revenue                   (29,487)   (30,100)   (97,741)   (95,400)
  Interest payable            (1,604)    (2,892)   (25,840)   (27,812)
                            ---------  ---------  ---------  ---------
Net cash provided by (used
 in) operating activities     38,108    (64,403)  (198,288)  (468,902)

INVESTING ACTIVITIES:
Sales and maturities of
 marketable securities and
 other investments            50,621    141,724    400,532    303,061
Purchases of marketable
 securities                  (28,186)  (223,817)  (462,290)  (280,938)
Purchases of fixed assets,
 including internal-use
 software and Web site
 development                 (11,353)   (12,925)   (23,647)   (42,787)
                            ---------  ---------  ---------  ---------
    Net cash provided by
     (used in) investing
     activities               11,082    (95,018)   (85,405)   (20,664)

FINANCING ACTIVITIES:
Proceeds from exercise of
 stock options and other       6,038      1,101     56,313     14,578
Proceeds from issuance of
 common stock, net of
 issuance costs                    -     99,831          -     99,831
Proceeds from long-term
 debt and other                    -          -          -     10,000
Repayment of capital lease
 obligations and other        (4,126)    (6,466)   (12,121)   (15,135)
                            ---------  ---------  ---------  ---------
    Net cash provided by
     financing activities      1,912     94,466     44,192    109,274
Effect of exchange-rate
 changes on cash and cash
 equivalents                   6,024     34,313     26,783     (9,836)
                            ---------  ---------  ---------  ---------
Net increase (decrease) in
 cash and cash equivalents    57,126    (30,642)  (212,718)  (390,128)
                            ---------  ---------  ---------  ---------
CASH AND CASH EQUIVALENTS,
 END OF PERIOD              $327,564   $432,307   $327,564   $432,307
                            =========  =========  =========  =========

SUPPLEMENTAL CASH FLOW
 INFORMATION:
Fixed assets acquired
 under capital leases           $162     $2,014     $2,297     $4,483
Equity securities received
 for commercial agreements         -          -          -        331
Cash paid for interest        29,898     30,275    110,947    110,990


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


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



                         Three Months Ended       Nine Months Ended
                            September 30,           September 30,
                       ----------------------- -----------------------
                             2002        2001        2002        2001
                       ----------- ----------- ----------- -----------

Net sales                $851,299    $639,281  $2,504,326  $2,007,262
Cost of sales             635,132     477,089   1,846,867   1,482,753
                       ----------- ----------- ----------- -----------
Gross profit              216,167     162,192     657,459     524,509

Operating expenses:
   Fulfillment             90,342      81,400     265,908     265,231
   Marketing               26,728      32,537      87,804     103,833
   Technology and
    content                52,907      53,846     166,569     188,840
   General and
    administrative         18,698      21,481      59,034      70,287
   Stock-based
    compensation (1)         (832)     (2,567)     33,247       2,700
   Amortization of
    goodwill and other
    intangibles             1,212      41,835       4,565     143,496
   Restructuring-
    related and other      36,757       3,994      46,731     176,904
                       ----------- ----------- ----------- -----------
       Total operating
        expenses          225,812     232,526     663,858     951,291
                       ----------- ----------- ----------- -----------

Loss from operations       (9,645)    (70,334)     (6,399)   (426,782)

Interest income             5,600       6,316      16,902      23,073
Interest expense          (35,922)    (35,046)   (106,817)   (103,942)
Other income (expense),
 net                        3,183      (2,203)      2,876      (7,265)
Other gains (losses),
 net                        2,261     (63,625)    (55,677)    (18,453)
                       ----------- ----------- ----------- -----------
       Total non-
        operating
        expenses, net     (24,878)    (94,558)   (142,716)   (106,587)
                       ----------- ----------- ----------- -----------

Loss before equity in
 losses of equity-
 method investees         (34,523)   (164,892)   (149,115)   (533,369)

Equity in losses of
 equity-method
 investees, net              (557)     (4,982)     (3,469)    (28,472)
                       ----------- ----------- ----------- -----------

Loss before change in
 accounting principle     (35,080)   (169,874)   (152,584)   (561,841)

Cumulative effect of
 change in accounting
 principle                      -           -         801     (10,523)
                       ----------- ----------- ----------- -----------

Net loss                 $(35,080)  $(169,874)  $(151,783)  $(572,364)
                       =========== =========== =========== ===========

Basic and diluted loss
 per share:
   Prior to cumulative
    effect of change in
    accounting
    principle              $(0.09)     $(0.46)     $(0.41)     $(1.55)
   Cumulative effect of
    change in
    accounting
    principle                   -           -        0.01       (0.03)
                       ----------- ----------- ----------- -----------
                           $(0.09)     $(0.46)     $(0.40)     $(1.58)
                       =========== =========== =========== ===========

Shares used in
 computation of basic
   and diluted loss per
    share:                379,650     368,052     376,564     361,782
                       =========== =========== =========== ===========

(1) Components of
 stock-based
 compensation:
   Fulfillment               $(98)      $(575)     $5,512        $206
   Marketing                  115        (110)      2,419         370
   Technology and
    content                  (765)       (948)     17,305       1,708
   General and
    administrative            (84)       (934)      8,011         416
                       ----------- ----------- ----------- -----------
                            $(832)    $(2,567)    $33,247      $2,700
                       =========== =========== =========== ===========

    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
                                          September 30, 2002
                                --------------------------------------
                                As Reported   Pro Forma
                                    (1)      Adjustments   Pro Forma
                                ------------ ------------ ------------
Net sales                          $851,299      $     -     $851,299
Cost of sales                       635,132            -      635,132
                                ------------ ------------ ------------
Gross profit                        216,167            -      216,167

Operating expenses:
 Fulfillment                         90,342            -       90,342
 Marketing                           26,728            -       26,728
 Technology and content              52,907            -       52,907
 General and administrative          18,698            -       18,698
 Stock-based compensation              (832)         832            -
 Amortization of goodwill and
  other intangibles                   1,212       (1,212)           -
 Restructuring-related and
  other                              36,757      (36,757)           -
                                ------------ ------------ ------------
  Total operating expenses          225,812      (37,137)     188,675
                                ------------ ------------ ------------

Income (loss) from operations        (9,645)      37,137       27,492

Interest income                       5,600            -        5,600
Interest expense                    (35,922)           -      (35,922)
Other income (expense), net           3,183            -        3,183
Other gains (losses), net             2,261       (2,261)           -
                                ------------ ------------ ------------
  Total non-operating expenses,
   net                              (24,878)      (2,261)     (27,139)
                                ------------ ------------ ------------

Income (loss) before equity in
 losses of equity-method
 investees                          (34,523)      34,876          353

Equity in losses of equity-
 method investees, net                 (557)         557            -
                                ------------ ------------ ------------

Net income (loss)                  $(35,080)     $35,433         $353
                                ============ ============ ============

Net cash provided by (used in)
 operating activities               $38,108                   $38,108
                                ============              ============

Basic and diluted income (loss)
 per share                           $(0.09)       $0.09        $0.00
                                ============ ============ ============

Shares used in computation
 of income (loss) per share
 Basic                              379,650                   379,650
                                ============              ============
 Diluted                            379,650                   398,361
                                ============              ============


                                          Three Months Ended
                                          September 30, 2001
                                --------------------------------------
                                As Reported    Pro Forma
                                     (1)      Adjustments  Pro Forma
                                ------------ ------------ ------------
Net sales                          $639,281       $    -     $639,281
Cost of sales                       477,089            -      477,089
                                ------------ ------------ ------------
Gross profit                        162,192            -      162,192

Operating expenses:
 Fulfillment                         81,400            -       81,400
 Marketing                           32,537            -       32,537
 Technology and content              53,846            -       53,846
 General and administrative          21,481            -       21,481
 Stock-based compensation            (2,567)       2,567            -
 Amortization of goodwill and
  other intangibles                  41,835      (41,835)           -
 Restructuring-related and
  other                               3,994       (3,994)           -
                                ------------ ------------ ------------
  Total operating expenses          232,526      (43,262)     189,264
                                ------------ ------------ ------------

Income (loss) from operations       (70,334)      43,262      (27,072)

Interest income                       6,316            -        6,316
Interest expense                    (35,046)           -      (35,046)
Other income (expense), net          (2,203)           -       (2,203)
Other gains (losses), net           (63,625)      63,625            -
                                ------------ ------------ ------------
  Total non-operating expenses,
   net                              (94,558)      63,625      (30,933)
                                ------------ ------------ ------------

Income (loss) before equity in
 losses of equity-method
 investees                         (164,892)     106,887      (58,005)

Equity in losses of equity-
 method investees, net               (4,982)       4,982            -
                                ------------ ------------ ------------

Net income (loss)                 $(169,874)    $111,869     $(58,005)
                                ============ ============ ============

Net cash provided by (used in)
 operating activities              $(64,403)                 $(64,403)
                                ============              ============

Basic and diluted income (loss)
 per share                           $(0.46)       $0.30       $(0.16)
                                ============ ============ ============

Shares used in computation
 of income (loss) per share
 Basic                              368,052                   368,052
                                ============              ============
 Diluted                            368,052                   368,052
                                ============              ============



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

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


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



                                          Nine Months Ended
                                          September 30, 2002
                                --------------------------------------
                                As Reported    Pro Forma
                                     (1)      Adjustments  Pro Forma
                                ------------ ------------ ------------
Net sales                        $2,504,326       $    -   $2,504,326
Cost of sales                     1,846,867            -    1,846,867
                                ------------ ------------ ------------
Gross profit                        657,459            -      657,459

Operating expenses:
 Fulfillment                        265,908            -      265,908
 Marketing                           87,804            -       87,804
 Technology and content             166,569            -      166,569
 General and administrative          59,034            -       59,034
 Stock-based compensation            33,247      (33,247)           -
 Amortization of goodwill and
  other intangibles                   4,565       (4,565)           -
 Restructuring-related and
  other                              46,731      (46,731)           -
                                ------------ ------------ ------------
  Total operating expenses          663,858      (84,543)     579,315
                                ------------ ------------ ------------

Income (loss) from operations        (6,399)      84,543       78,144

Interest income                      16,902            -       16,902
Interest expense                   (106,817)           -     (106,817)
Other income (expense), net           2,876            -        2,876
Other gains (losses), net           (55,677)      55,677            -
                                ------------ ------------ ------------
  Total non-operating expenses,
   net                             (142,716)      55,677      (87,039)
                                ------------ ------------ ------------

Loss before equity in losses of
 equity-method investees           (149,115)     140,220       (8,895)

Equity in losses of equity-
 method investees, net               (3,469)       3,469            -
                                ------------ ------------ ------------

Loss before change in
 accounting principle              (152,584)     143,689       (8,895)

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

Net loss                          $(151,783)    $142,888      $(8,895)
                                ============ ============ ============

Net cash used in operating
 activities                       $(198,288)                $(198,288)
                                ============              ============

Basic and diluted loss per
 share:
 Prior to cumulative effect of
  change in accounting
  principle                          $(0.41)       $0.39       $(0.02)
 Cumulative effect of change in
  accounting principle                 0.01        (0.01)           -
                                ------------ ------------ ------------
                                     $(0.40)       $0.38       $(0.02)
                                ============ ============ ============

Shares used in computation of
 basic and diluted loss
 per share:                         376,564                   376,564
                                ============              ============


                                          Nine Months Ended
                                          September 30, 2001
                                --------------------------------------
                                As Reported    Pro Forma
                                     (1)      Adjustments  Pro Forma
                                ------------ ------------ ------------
Net sales                        $2,007,262       $    -   $2,007,262
Cost of sales                     1,482,753            -    1,482,753
                                ------------ ------------ ------------
Gross profit                        524,509            -      524,509

Operating expenses:
 Fulfillment                        265,231            -      265,231
 Marketing                          103,833            -      103,833
 Technology and content             188,840            -      188,840
 General and administrative          70,287            -       70,287
 Stock-based compensation             2,700       (2,700)           -
 Amortization of goodwill and
  other intangibles                 143,496     (143,496)           -
 Restructuring-related and
  other                             176,904     (176,904)           -
                                ------------ ------------ ------------
  Total operating expenses          951,291     (323,100)     628,191
                                ------------ ------------ ------------

Income (loss) from operations      (426,782)     323,100     (103,682)

Interest income                      23,073            -       23,073
Interest expense                   (103,942)           -     (103,942)
Other income (expense), net          (7,265)           -       (7,265)
Other gains (losses), net           (18,453)      18,453            -
                                ------------ ------------ ------------
  Total non-operating expenses,
   net                             (106,587)      18,453      (88,134)
                                ------------ ------------ ------------

Loss before equity in losses of
 equity-method investees           (533,369)     341,553     (191,816)

Equity in losses of equity-
 method investees, net              (28,472)      28,472            -
                                ------------ ------------ ------------

Loss before change in
 accounting principle              (561,841)     370,025     (191,816)

Cumulative effect of change in
 accounting principle               (10,523)      10,523            -
                                ------------ ------------ ------------

Net loss                          $(572,364)    $380,548    $(191,816)
                                ============ ============ ============

Net cash used in operating
 activities                       $(468,902)                $(468,902)
                                ============              ============

Basic and diluted loss per
 share:
 Prior to cumulative effect of
  change in accounting
  principle                          $(1.55)       $1.02       $(0.53)
 Cumulative effect of change in
  accounting principle                (0.03)        0.03            -
                                ------------ ------------ ------------
                                     $(1.58)       $1.05       $(0.53)
                                ============ ============ ============

Shares used in computation of
 basic and diluted loss
 per share:                         361,782                   361,782
                                ============              ============


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

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


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

                              Three Months Ended September 30, 2002
                          --------------------------------------------
                                          North America
                          --------------------------------------------
                           Books, Music   Electronics,
                          and DVD/Video    Tools and         Total
                                            Kitchen
                          -------------- --------------- -------------
Net sales                      $412,428        $128,516     $540,944
Gross profit                    116,458          13,027      129,485
Pro forma income (loss)
 from operations                 43,102         (24,071)      19,031
Stock-based compensation
Amortization of 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               17%             25%          19%
Y / Y gross profit growth            25%             (2%)         21%
Gross margin                         28%             10%          24%
Pro forma operating
 margin                              10%            (19%)          4%
Net sales mix                        49%             15%          64%



                              Three Months Ended September 30, 2002
                          --------------------------------------------
                          International     Services     Consolidated
                          -------------- --------------- -------------
Net sales                      $263,540         $46,815     $851,299
Gross profit                     60,728          25,954      216,167
Pro forma income (loss)
 from operations                    819           7,642       27,492
Stock-based compensation                                         832
Amortization of other
 intangibles                                                  (1,212)
Restructuring-related and
 other                                                       (36,757)
Total non-operating
 expenses, net                                               (24,878)
Equity in losses of
 equity-method investees,
 net                                                            (557)
                                                          ------------
Net loss                                                    $(35,080)
                                                          ------------

Segment highlights:
Y / Y net sales growth               90%              1%          33%
Y / Y gross profit growth           116%             (5%)         33%
Gross margin                         23%             55%          25%
Pro forma operating
 margin                               0%             16%           3%
Net sales mix                        31%              5%         100%




                              Three Months Ended September 30, 2001
                          --------------------------------------------
                                          North America
                          --------------------------------------------
                           Books, Music   Electronics,
                          and DVD/Video    Tools and
                                            Kitchen          Total
                          -------------- --------------- -------------
Net sales                      $351,431        $103,112     $454,543
Gross profit                     93,354          13,327      106,681
Pro forma income (loss)
 from operations                 26,223         (33,107)      (6,884)
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              (12%)             6%          (9%)
Y / Y gross profit growth           (14%)            49%          (9%)
Gross margin                         27%             13%          23%
Pro forma operating margin            7%            (32%)         (2%)
Net sales mix                        55%             16%          71%


                              Three Months Ended September 30, 2001
                          --------------------------------------------
                          International     Services     Consolidated
                          -------------- --------------- -------------
Net sales                      $138,491         $46,247     $639,281
Gross profit                     28,163          27,348      162,192
Pro forma income (loss)
 from operations                (28,000)          7,812      (27,072)
Stock-based compensation                                       2,567
Amortization of goodwill
 and other intangibles                                       (41,835)
Restructuring-related and
 other                                                        (3,994)
Total non-operating
 expenses, net                                               (94,558)
Equity in losses of
 equity-method investees,
 net                                                          (4,982)
                                                         ------------
Net loss                                                   $(169,874)
                                                         ------------

Segment highlights:
Y / Y net sales growth               58%            (12%)          0%
Y / Y gross profit growth            49%            (11%)         (3%)
Gross margin                         20%             59%          25%
Pro forma operating
 margin                             (20%)            17%          (4%)
Net sales mix                        22%              7%         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)

                               Nine Months Ended September 30, 2002
                          --------------------------------------------
                                          North America
                          --------------------------------------------
                                          Electronics,
                           Books, Music    Tools and
                          and DVD/Video     Kitchen          Total
                          -------------- --------------- -------------
Net sales                    $1,267,193        $383,150   $1,650,343
Gross profit                    363,266          50,968      414,234
Pro forma income (loss)
 from operations                138,558         (63,325)      75,233
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               10%             16%          11%
Y / Y gross profit growth            16%             17%          16%
Gross margin                         29%             13%          25%
Pro forma operating
 margin                              11%            (17%)          5%
Net sales mix                        51%             15%          66%



                               Nine Months Ended September 30, 2002
                          --------------------------------------------
                          International     Services     Consolidated
                          -------------- --------------- -------------
Net sales                      $707,517        $146,466   $2,504,326
Gross profit                    157,101          86,124      657,459
Pro forma income (loss)
 from operations                (20,632)         23,543       78,144
Stock-based compensation                                     (33,247)
Amortization of other
 intangibles                                                  (4,565)
Restructuring-related and
 other                                                       (46,731)
Total non-operating
 expenses, net                                              (142,716)
Equity in losses of
 equity-method investees,
 net                                                          (3,469)
Cumulative effect of
 change in accounting
 principle                                                       801
                                                         ------------
Net loss                                                   $(151,783)
                                                         ------------

Segment highlights:
Y / Y net sales growth               77%             15%          25%
Y / Y gross profit growth            84%              5%          25%
Gross margin                         22%             59%          26%
Pro forma operating
 margin                              (3%)            16%           3%
Net sales mix                        28%              6%         100%




                              Nine Months Ended September 30, 2001
                          --------------------------------------------
                                           North America
                          --------------------------------------------
                                          Electronics,
                           Books, Music    Tools and
                          and DVD/Video     Kitchen          Total
                          -------------- --------------- -------------
Net sales                    $1,150,740        $330,576   $1,481,316
Gross profit                    313,317          43,706      357,023
Pro forma income (loss)
 from operations                 92,815        (120,262)     (27,447)
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              (3%)             25%           2%
Y / Y gross profit growth            13%             96%          19%
Gross margin                         27%             13%          24%
Pro forma operating
 margin                               8%            (36%)         (2%)
Net sales mix                        57%             17%          74%



                               Nine Months Ended September 30, 2001
                          --------------------------------------------
                          International     Services     Consolidated
                          -------------- --------------- -------------
Net sales                      $398,942        $127,004   $2,007,262
Gross profit                     85,578          81,908      524,509
Pro forma income (loss)
 from operations                (92,562)         16,327     (103,682)
Stock-based compensation                                      (2,700)
Amortization of goodwill
 and other intangibles                                      (143,496)
Restructuring-related and
 other                                                      (176,904)
Total non-operating
 expenses, net                                              (106,587)
Equity in losses of
 equity-method investees,
  net                                                        (28,472)
Cumulative effect of
 change in accounting
 principle                                                   (10,523)
                                                         ------------
Net loss                                                   $(572,364)
                                                         ------------

Segment highlights:
Y / Y net sales growth               69%             23%          12%
Y / Y gross profit growth            67%              3%          22%
Gross margin                         21%             64%          26%
Pro forma operating
 margin                             (23%)            13%          (5%)
Net sales mix                        20%              6%         100%

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



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

                                         September 30,    December 31,
                                             2002             2001
                                      ---------------  ---------------
ASSETS
Current assets:
   Cash and cash equivalents                $327,564         $540,282
   Marketable securities                     538,238          456,303
   Inventories                               151,514          143,722
   Prepaid expenses and other current
    assets                                   102,291           67,613
                                      ---------------  ---------------
       Total current assets                1,119,607        1,207,920

Fixed assets, net                            239,238          271,751
Goodwill, net                                 70,811           45,367
Other intangibles, net                         4,373           34,382
Investments in equity-method investees         1,136           10,387
Other equity investments                      15,362           17,972
Other assets                                  46,878           49,768
                                      ---------------  ---------------
       Total assets                       $1,497,405       $1,637,547
                                      ===============  ===============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                         $347,519         $444,748
   Accrued expenses and other current
    liabilities                              241,674          305,064
   Unearned revenue                           65,878           87,978
   Interest payable                           42,793           68,632
   Current portion of long-term debt
    and other                                 13,134           14,992
                                      ---------------  ---------------
       Total current liabilities             710,998          921,414

Long-term debt and other                   2,264,846        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
        -- 381,216 and 373,218,
        respectively                           3,812            3,732
   Additional paid-in capital              1,550,118        1,462,769
   Deferred stock-based compensation          (7,775)          (9,853)
   Accumulated other comprehensive
    loss                                     (12,233)         (36,070)
   Accumulated deficit                    (3,012,361)      (2,860,578)
                                      ---------------  ---------------
       Total stockholders' deficit        (1,478,439)      (1,440,000)
                                      ---------------  ---------------
           Total liabilities and
            stockholders' deficit         $1,497,405       $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
                                                                   %
                       Q3 2001  Q4 2001 Q1 2002 Q2 2002 Q3 2002 Growth
                       -------- ------- ------- ------- ------- ------
Results of Operations

Net sales               $  639  $1,115  $  847  $  806  $  851    33%
Net sales
 -- trailing twelve
    months (TTM)        $2,980  $3,122  $3,269  $3,407  $3,619    21%
Net sales shipped
 outside the U.S.
 -- % of net sales          29%     29%     34%     34%     36%  N/A

Gross profit            $  162  $  274  $  223  $  218  $  216    33%
Gross margin
 -- % of net sales        25.4%   24.6%   26.3%   27.1%   25.4%  N/A
Gross profit -- TTM     $  749  $  799  $  839  $  878  $  932    24%
Gross margin -- TTM
 % of net sales           25.1%   25.6%   25.7%   25.8%   25.7%  N/A

Fulfillment costs
 -- % of net sales        12.7%    9.8%   10.6%   10.6%   10.6%  N/A
Fulfillment costs
 -- TTM % of net sales    13.3%   12.0%   11.2%   10.7%   10.4%  N/A
Fulfillment costs
 -- % of net sales,
 excluding Services net
 sales                    13.7%   10.7%   11.3%   11.3%   11.2%  N/A

Pro forma operating
 expenses               $  189  $  215  $  198  $  192  $  189     0%
Pro forma operating
 expenses -- TTM        $  912  $  844  $  811  $  795  $  795   (13%)

Pro forma operating
 income (loss)          $  (27) $   59  $   25  $   26  $   27   N/A
Pro forma operating
 margin -- % of
 net sales               (4.2%)    5.3%    2.9%    3.2%    3.2%  N/A
Pro forma operating
 income (loss) -- TTM    $(164)  $  (45) $   28  $   82  $  137   N/A
Pro forma operating
 income (loss) -- TTM
 % of net sales          (5.5%)  (1.4%)    0.9%    2.4%    3.8%  N/A

GAAP operating income
 (loss)                 $  (70) $   15  $    2  $    1  $  (10)  (86%)
GAAP operating income
 (loss) -- % of
 net sales              (11.0%)    1.3%    0.2%    0.2%  (1.1%)  N/A
GAAP operating income
 (loss) -- TTM           $(749)  $ (412) $ (194) $  (53) $    8   N/A
GAAP operating income
 (loss) -- TTM % of
 net sales              (25.1%) (13.2%)  (5.9%)  (1.5%)    0.2%  N/A

Pro forma net income
 (loss)                 $  (58) $   35  $   (5) $   (4) $    0   N/A
Pro forma net income
 (loss) per share       $(0.16)  $0.09  $(0.01) $(0.01) $ 0.00   N/A
Pro forma net income
 (loss) -- TTM          $ (282) $ (157) $  (86) $  (32) $   26   N/A

GAAP net income (loss)  $ (170) $    5  $  (23) $  (94) $  (35)  (79%)
GAAP net income (loss)
 per share              $(0.46) $ 0.01  $(0.06) $(0.25) $(0.09)  N/A
GAAP net income (loss)
 -- TTM                $(1,118) $ (567) $ (356) $ (281) $ (147) (87%)

North America Books, Music and
 DVD/Video (BMVD) segment:
  BMVD net sales          $351    $538    $443    $412    $412    17%
  BMVD net sales
   -- TTM               $1,662  $1,689  $1,722  $1,744  $1,805     9%
  BMVD gross profit     $   93  $  140  $  123  $  124  $  116    25%
  BMVD pro forma
   operating profit
   (loss)               $   26  $   64  $   46  $   49  $   43    64%
  BMVD pro forma
   operating margin
   -- % of BMVD net sales    7%     12%     10%     12%     10%  N/A

North America Electronics,
 Tools and Kitchen (ETK)
 segment:
  ETK net sales         $  103  $  217  $  126  $  128  $  129    25%
  ETK net sales -- TTM  $  551  $  547  $  557  $  574  $  600     9%
  ETK gross profit      $   13  $   35  $   19  $   19  $   13    (2%)
  ETK pro forma
   operating profit
   (loss)               $  (33) $  (20) $  (21) $  (18) $  (24)  (27%)
  ETK pro forma
   operating margin
   -- % of ETK net sales  (32%)    (9%)   (16%)   (14%)   (19%)  N/A

International segment:
  International net
   sales                $  138  $  262  $  226  $  218  $  264    90%
  International net
   sales -- TTM         $  544  $  661  $  755  $  845  $  970    78%
  International gross
   profit               $   28  $   55  $   49  $   47  $   61   116%
  International pro
   forma operating
   profit (loss)        $  (28) $  (11) $  (11) $  (10) $    1   N/A
  International pro
   forma operating
   margin -- % of
   International net
   sales                  (20%)    (4%)    (5%)    (5%)      0%  N/A

Services segment:
  Services net sales    $   46  $   98  $   53  $   47  $   47     1%
  Services net sales
   -- TTM               $  223  $  225  $  236  $  244  $  245    10%
  Services gross
   profit               $   27  $   45  $   32  $   29  $   26    (5%)
  Services pro forma
   operating profit
   (loss)               $    8  $   26  $   10  $    6  $    8    (2%)
  Services pro forma
   operating margin --
   % of Services net
   sales                    17%     26%     20%     12%     16%  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 inventory turnover, accounts
                   payable days, and employee data)

                                                                Y / Y
                                                                   %
                       Q3 2001  Q4 2001 Q1 2002 Q2 2002 Q3 2002 Growth
                       -------- ------- ------- ------- ------- ------
Balance Sheet

Cash and marketable
 securities             $  668  $  997  $  745  $  824  $  866    30%

Inventory, net          $  131  $  144  $  139  $  127  $  152    16%
Inventory -- % of TTM
 net sales                   5%      5%      4%      4%      4%  N/A
Inventory turnover
 -- TTM                   14.8    15.8    17.4    18.9    19.4    31%

Fixed assets, net       $  288  $  272  $  256  $  249  $  239   (17%)

Accounts payable days
 -- ending                  46      49      45      46      50    10%


Cash Flows

Operating cash flow
 -- TTM                 $ (221) $ (120) $   46  $   48  $  151   N/A

Free cash flow
 (operating cash flow
 less purchases of
 fixed assets) -- TTM   $ (301) $ (170) $   10  $   16  $  120   N/A

Adjusted free cash flow
 (free cash flow less
  repayment of capital
  lease obligations)
  -- TTM                $ (320) $ (190) $   (9) $   (3) $  103   N/A


Other

Common shares
 outstanding               372     373     375     380     381     3%
Stock-based employee
 awards outstanding --
 % of common shares
 outstanding                18%     18%     17%     13%     13%  N/A

Employees (full-time
 and part-time)          7,900   7,800   7,900   7,700   7,800    (2%)

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

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



AMAZON.COM, INC.

Financial and Operational Highlights

Third Quarter Ended September 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 methodologies for centrally incurred operating costs 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 revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com; commissions and other amounts earned from sales of these products through Amazon Marketplace; and from offerings of these products by third-party sellers (such as magazine subscriptions) under our Merchant@amazon.com Program.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, including J&R Electronics.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our U.K., German, French and Japanese Web sites -- www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products 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, 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, zShops and our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have strategic marketing and promotional relationships. A customer is considered active upon placing an order.



Gross Profit

-- Shipping loss increased to approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 $10 million, 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 our

customers free shipping offers, which reduce shipping revenue

as a percentage of sales and 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 Services segment fulfillment-related costs incurred on

behalf of third-party sellers are classified as cost of sales

rather than fulfillment.

Stock-Based Compensation

-- During the first quarter 2001, we offered a limited

non-compulsory exchange of employee stock options, which

results in variable accounting treatment for approximately 8

million stock options at September 30, 2002, including

approximately 7 million options granted under the exchange

offer with an exercise price of $13.375. Variable accounting

treatment will result in unpredictable charges or credits

dependent on the fluctuations in quoted prices for our common

stock, which we are unable to forecast.

-- Cumulative compensation expense recorded at September 30,

2002, associated with variable accounting was approximately

$29 million -- based on exercises to date and a quarter-end

closing common stock price of $15.93 -- of which $12 million

is associated with options exercised and no longer subject to

future variability.

-- We have quantified the hypothetical Hypothetical is an adjective, meaning of or pertaining to a hypothesis. See:
  • Hypothesis
  • Hypothetical
  • Hypothetical (album)
 effect on stock-based

compensation associated with various quoted prices of our

common stock using a sensitivity analysis for our outstanding

stock options subject to variable accounting. We have provided

this information to give additional insight into the future

volatility Volatility

1. A statistical measure of the tendency of a market or security to rise or fall sharply within a period of time.

2. A variable in option pricing formulas that denotes the extent to which the return of the underlying asset will fluctuate between now and the
 we may experience in our results of operations to

the extent that the quoted price for our common stock is above

$13.375. This sensitivity analysis is not a prediction "Prediction is very difficult, especially if it's about the future." - Niels Bohr

A prediction is a statement or claim that a particular event will occur in the future in more certain terms than a forecast.
 of

future performance of the quoted prices of our common stock.

Using the following hypothetical market prices of our common

stock above $13.375 (including the actual expense associated

with options exercised), our hypothetical cumulative

compensation expense at September 30, 2002, and the difference

between hypothetical cumulative compensation expense and

actual cumulative compensation expense recorded at September

30, 2002, resulting from variable accounting treatment would

have been as follows (in thousands):


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

   5%           $14.04          $17,051           $(12,424)
  10%           $14.71          $21,618           $ (7,857)
  15%           $15.38          $26,185           $ (3,290)
  25%           $16.72          $35,319           $  5,844
  50%           $20.06          $58,155           $ 28,680



-- Commencing in the fourth quarter of 2002, stock-based

compensation will also include amounts associated with our

planned restricted stock unit program. Under this program, we

will award restricted stock units Restricted stock units

Similar to restricted stock. However, the unit represents a promise that employees will receive stock in the future. The units do not pay dividends until the stock is vested.
 as our primary vehicle for

employee equity compensation. Restricted stock units are

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

number of shares granted and the quoted price of our common

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

corresponding service period. To the extent that restricted

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

2. Games
a.
 prior to vesting Vesting

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

Notes:
, the corresponding

previously recognized expense is reversed as an offset to

"Stock-based compensation."

Amortization of Goodwill and Other Intangibles

-- As a result of our adoption of Statement of Financial

Accounting Standards No. 141 and No. 142, during the first

quarter 2002 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 methodologies for centrally incurred operating costs 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 revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com; commissions and other amounts earned from sales of these products through Amazon Marketplace; and from offerings of these products by third-party sellers (such as magazine subscriptions) under our Merchant@amazon.com Program.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, including J&R Electronics.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our U.K., German, French and Japanese Web sites -- www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products 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, 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, zShops and our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have strategic marketing and promotional relationships. A customer is considered active upon placing an order.



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

Three Months Ending Dec. 31,
   2002                            $6,235        $   --     $6,235
Year Ending Dec. 31,
   2003                            16,170         1,580     17,750
   2004                            14,581         1,000     15,581
   2005                             7,903         3,113     11,016
   2006                             5,326            --      5,326
   Thereafter                      17,872            --     17,872
                                ---------    ----------   --------
Total estimated cash outflows     $68,087        $5,693    $73,780
                                =========    ==========   ========


    (a) Net of anticipated sublease income of approximately $53
million on gross lease obligations of $121 million.



Other Income (Expense), Net

-- Other income, net was $3 million for the third quarter 2002,

primarily consisting of net realized gains Realized Gain

A gain resulting from selling an asset at a price higher than the original purchase price.

Notes:
There may be tax consequences for a realized profit.
 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
.

Other Gains (Losses), Net

-- Other gains, net were $2 million for the third quarter 2002,

and primarily consist of a $2 million net gain on sales of

equity investments and a nominal Trifling, token, or slight; not real or substantial; in name only.

Nominal capital, for example, refers to extremely small or negligible funds, the use of which in a particular business is incidental.


NOMINAL. Relating to a name.
 foreign-currency gain on the

remeasurement 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

from Euros to U.S. dollars (we are unable to predict the gains

or losses that will result from fluctuations in foreign

exchange rates in future periods).

Income Taxes


-- 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 methodologies for centrally incurred operating costs 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 revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com; commissions and other amounts earned from sales of these products through Amazon Marketplace; and from offerings of these products by third-party sellers (such as magazine subscriptions) under our Merchant@amazon.com Program.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, including J&R Electronics.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our U.K., German, French and Japanese Web sites -- www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products 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, 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, zShops and our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have strategic marketing and promotional relationships. A customer is considered active upon placing an order.



Financial Condition

-- Our marketable securities, at estimated fair value, consist of

the following, as of September 30, 2002 (in thousands):


   Asset-backed and agency securities                     $327,561
   Treasury notes and bonds                                132,557
   Commercial paper and short-term obligations              37,281
   Certificates of deposit                                  20,727
   Corporate notes and bonds                                16,963
   Equity securities                                         3,149
                                                       ------------
                                                          $538,238
                                                       ============



-- 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 methodologies for centrally incurred operating costs 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 revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com; commissions and other amounts earned from sales of these products through Amazon Marketplace; and from offerings of these products by third-party sellers (such as magazine subscriptions) under our Merchant@amazon.com Program.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, including J&R Electronics.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our U.K., German, French and Japanese Web sites -- www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products 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, 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, zShops and our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have strategic marketing and promotional relationships. A customer is considered active upon placing an order.



                                  Principal   Interest    Principal
                                 at Maturity    Rate       Due Date
                                 -----------  --------    ----------
                                (in millions)

 Senior Discount Notes          $   264        10.000%    May  2008
 Convertible Subordinated Notes   1,250         4.750%    Feb. 2009
 Convertible PEACS                  681(a)      6.875%    Feb. 2010
                                -----------
Total long-term debt             $2,195
                                ===========

    (a) 690 million Euros.



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 methodologies for centrally incurred operating costs 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 revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com; commissions and other amounts earned from sales of these products through Amazon Marketplace; and from offerings of these products by third-party sellers (such as magazine subscriptions) under our Merchant@amazon.com Program.

-- The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products through Amazon Marketplace and from offerings of these products by third-party sellers under our Merchant@amazon.com Program, including J&R Electronics.

-- The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our U.K., German, French and Japanese Web sites -- www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products 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, 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, zShops and our Merchant@amazon.com and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have strategic marketing and promotional relationships. A customer is considered active upon placing an order.

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No portion of this article can be reproduced without the express written permission from the copyright holder.
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Publication:Business Wire
Geographic Code:1USA
Date:Oct 24, 2002
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