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Amazon.com Announces Operating Profit, Lowers Book Prices Again and Raises Financial Guidance -- Third Price Cut in Nine Months Effective Today.


Business Editors

SEATTLE--(BUSINESS WIRE)--Apr. 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. (NASD NASD

See: National Association of Securities Dealers


NASD

See National Association of Securities Dealers (NASD).
:AMZN AMZN Amazon.com (NASDAQ symbol) ) today announced financial results for its first quarter ended March 31, 2002, and further reductions in book prices.

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
 for the quarter were $847 million, compared with $700 million in the first quarter of 2001, an increase of 21%.

The Company recorded a first quarter 2002 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.
 of $2 million, compared with a loss of $217 million a year ago. Net loss for the first quarter of 2002 was $23 million, or $0.06 per share, compared with a first quarter 2001 net loss of $234 million (including restructuring-related and other charges of $114 million and goodwill amortization of $49 million), or $0.66 per share.

Amazon.com exceeded its 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 goal for the quarter. Pro forma operating profit was $25 million, compared with a loss of $49 million in the first quarter of 2001, an improvement of over $70 million. Pro forma net loss, which includes net interest expense, for the first quarter of 2002 was $5 million, or $0.01 per share, compared with a pro forma net loss of $76 million, or $0.21 per share, in the first quarter of 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.)

The Company also announced that, effective today, Amazon.com has lowered book prices again. Customers can now save 30% on books over $15, unless marked otherwise.

"Last July July: see month.  we lowered book prices to 30% off books over $20, then six months later we introduced 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 on orders over $99. Today, we're we're  

Contraction of we are.


we're we are
 thrilled thrill  
v. thrilled, thrill·ing, thrills

v.tr.
1. To cause to feel a sudden intense sensation; excite greatly.

2. To give great pleasure to; delight. See Synonyms at enrapture.
 to extend our 30% discount to include books over $15," 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. "We said we're the type of retailer that relentlessly works to lower prices for customers, but we didn't did·n't  

Contraction of did not.


didn't did not
didn't do
 expect to be able to do it again so soon."

"We are ahead of schedule financially. Our continued operational progress and momentum allow us to further lower prices for customers and at the same time increase our 2002 guidance," said Warren Warren.

1 City (1990 pop. 144,864), Macomb co., SE Mich., a suburb of Detroit; est. 1837, inc. as a city 1957. It is an important metalworking center where steel is processed.
 Jenson Jenson is a surname, and may refer to:
  • Dan Jenson
  • Jane Jensen
  • Merrill Jenson
  • Nicolas Jenson
  • Robert Jenson
  • Roy Jenson
  • Sasha Jenson
It may also be used as a first name, as in the case of Jenson Button.
, chief financial officer. "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
 the best of all worlds -- lower prices for customers, better customer service and lower costs -- all driving us toward our objective of free cash flow for the year."

Highlights of First Quarter Results (comparisons are with the equivalent period of 2001)
-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.


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 April 23, 2002. Results may be materially affected by many factors, such as potential 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.

Second Quarter 2002 Expectations


-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 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: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.


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, 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.
, competition, potential fluctuations in operating results, management of potential growth, system interruption INTERRUPTION. The effect of some act or circumstance which stops the course of a prescription or act of limitation's.
     2. Interruption of the use of a thing is natural or civil.
, 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 and Amazon.com Payments, 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: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 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: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.


Conference Call

A conference call will be Webcast live at www.amazon.com/ir today at 2 p.m. PDT/5 p.m. EDT EDT
abbr.
Eastern Daylight Time


EDT Eastern Daylight Time

EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York

EDT 
 and will be available through June June: see month.  30, 2002. This call will contain forward-looking statements and other material information.

About Amazon.com

Amazon.com 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, 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, camera and photo items, toys, baby 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 four international Web sites: 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.

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

                                                 Three Months Ended
                                                      March 31,
                                               -----------------------
                                                  2002         2001
                                               ----------   ----------
Net sales                                      $ 847,422    $ 700,356
Cost of sales                                    624,297      517,759
                                               ----------   ----------
Gross profit                                     223,125      182,597

Operating expenses:
    Fulfillment                                   89,815       98,248
    Marketing                                     32,244       36,638
    Technology and content                        55,497       70,284
    General and administrative                    20,911       26,028
    Stock-based compensation                      10,931        2,916
    Amortization of goodwill and other
     intangibles                                   1,979       50,831
    Restructuring-related and other                9,974      114,260
                                               ----------   ----------
            Total operating expenses             221,351      399,205
                                               ----------   ----------

Income (loss) from operations                      1,774     (216,608)

Interest income                                    5,652        9,950
Interest expense                                 (35,244)     (33,748)
Other income (expense), net                           95       (3,884)
Other gains (losses), net                          5,516       33,857
                                               ----------   ----------
            Net interest expense and other       (23,981)       6,175
                                               ----------   ----------
Loss before equity in losses of
 equity-method investees                         (22,207)    (210,433)

Equity in losses of equity-method
 investees, net                                   (1,744)     (13,175)
                                               ----------   ----------

Loss before change in accounting principle       (23,951)    (223,608)

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

Net loss                                       $ (23,150)   $(234,131)
                                               ==========   ==========
Basic and diluted loss per share:
    Prior to cumulative effect of change in
     accounting principle                        $ (0.06)     $ (0.63)
    Cumulative effect of change in
     accounting principle                              -        (0.03)
                                               ----------   ----------
                                                 $ (0.06)     $ (0.66)
                                               ==========   ==========
Shares used in computation of basic
    and diluted loss per share:                  373,031      357,424
                                               ==========   ==========

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


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

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

Operating expenses:
    Fulfillment                        89,815           -      89,815
    Marketing                          32,244           -      32,244
    Technology and content             55,497           -      55,497
    General and administrative         20,911           -      20,911
    Stock-based compensation           10,931     (10,931)          -
    Amortization of goodwill and
     other intangibles                  1,979      (1,979)          -
    Restructuring-related and other     9,974      (9,974)          -
                                    ----------  ----------  ----------
      Total operating expenses        221,351     (22,884)    198,467
                                    ----------  ----------  ----------
Income (loss) from operations           1,774      22,884      24,658

Interest income                         5,652           -       5,652
Interest expense                      (35,244)          -     (35,244)
Other income (expense), net                95           -          95
Other gains (losses), net               5,516      (5,516)          -
                                    ----------  ----------  ----------
      Net interest expense and other  (23,981)     (5,516)    (29,497)
                                    ----------  ----------  ----------

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

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

Loss before change in
 accounting principle                 (23,951)     19,112      (4,839)

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

Net loss                            $ (23,150)  $  18,311   $ (4,839)
                                    ==========  =========   =========
Net cash used in operating
 activities                         $(241,033)              $(241,033)
                                    ==========              ==========
Basic and diluted loss per share:
    Prior to cumulative effect of
     change in accounting principle $   (0.06)  $    0.05   $   (0.01)
    Cumulative effect of change in
     accounting principle                   -           -           -
                                    ----------  ----------  ----------
                                    $   (0.06)  $    0.05   $   (0.01)
                                    ==========  =========   =========
Shares used in computation of basic
    and diluted loss per share:       373,031                 373,031
                                    ==========              ==========

                                              Three Months Ended
                                                March 31, 2001
                                    ----------------------------------
                                        As       Pro Forma
                                    Reported(1) Adjustments Pro Forma
                                    ----------  ----------  ----------
Net sales                           $ 700,356   $       -   $ 700,356
Cost of sales                         517,759           -     517,759
                                    ----------  ----------  ----------
Gross profit                          182,597           -     182,597

Operating expenses:
    Fulfillment                        98,248           -      98,248
    Marketing                          36,638           -      36,638
    Technology and content             70,284           -      70,284
    General and administrative         26,028           -      26,028
    Stock-based compensation            2,916      (2,916)          -
    Amortization of goodwill and
     other intangibles                 50,831     (50,831)          -
    Restructuring-related and other   114,260    (114,260)          -
                                    ----------  ----------  ----------
      Total operating expenses        399,205    (168,007)    231,198
                                    ----------  ----------  ----------
Income (loss) from operations        (216,608)    168,007     (48,601)

Interest income                         9,950           -       9,950
Interest expense                      (33,748)          -     (33,748)
Other income (expense), net            (3,884)          -      (3,884)
Other gains (losses), net              33,857     (33,857)          -
                                    ----------  ----------  ----------
      Net interest expense and other    6,175     (33,857)    (27,682)
                                    ----------  ----------  ----------
Loss before equity in losses of
 equity-method investees             (210,433)    134,150     (76,283)

Equity in losses of equity-method
 investees, net                       (13,175)     13,175           -
                                    ----------  ----------  ----------
Loss before change in
 accounting principle                (223,608)    147,325     (76,283)

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

Net loss                            $(234,131)  $ 157,848   $ (76,283)
                                    ==========  =========   =========
Net cash used in operating
 activities                         $(406,984)              $(406,984)
                                    ==========              ==========
Basic and diluted loss per share:
    Prior to cumulative effect of
     change in accounting principle $   (0.63)  $    0.42   $   (0.21)
    Cumulative effect of change in
     accounting principle               (0.03)       0.03           -
                                    ----------  ----------  ----------
                                    $   (0.66)  $    0.45   $   (0.21)

Shares used in computation of basic
    and diluted loss per share:       357,424                 357,424
                                    ==========              =========



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 March 31, 2002
                                   ----------------------------------
                                               U.S. Retail
                                   ----------------------------------
                                                 Electronics,
                                   Books, Music   Tools and
                                   and DVD/Video   Kitchen     Total
                                   -----------------------------------
Net sales                          $443,038     $126,203     $569,241
Gross profit                        123,135       19,423      142,558
Pro forma income (loss) from
 operations                          46,363      (20,756)      25,607
Stock-based compensation
Amortization of goodwill and other
 intangibles
Restructuring-related and other
Net interest expense and other
Equity in losses of equity-method
 investees, net
Cumulative effect of change in
 accounting principle

Net loss

Segment highlights:
Y / Y net sales growth                   8%           8%           8%
Y / Y gross profit growth               13%          13%          13%
Gross margin                            28%          15%          25%
Pro forma operating margin              10%         (16%)          4%
Net sales mix                           52%          15%          67%


                                    Three Months Ended March 31, 2002
                                   ----------------------------------
                                  International  Services Consolidated
                                   -----------------------------------
Net sales                          $225,520      $ 52,661    $847,422
Gross profit                         49,004        31,563     223,125
Pro forma income (loss) from
 operations                         (11,264)       10,315      24,658
Stock-based compensation                                      (10,931)
Amortization of goodwill and other
 intangibles                                                   (1,979)
Restructuring-related and other                                (9,974)
Net interest expense and other                                (23,981)
Equity in losses of equity-method
 investees, net                                                (1,744)
Cumulative effect of change in
 accounting principle                                             801
                                                                 ---
Net loss                                                     $(23,150)
                                                             =========
Segment highlights:
Y / Y net sales growth                  71%           25%         21%
Y / Y gross profit growth               75%           12%         22%
Gross margin                            22%           60%         26%
Pro forma operating margin              (5%)          20%          3%
Net sales mix                           27%            6%        100%


                                     Three Months Ended March 31, 2001
                                   ----------------------------------
                                               U.S. Retail
                                   ----------------------------------
                                                 Electronics,
                                   Books, Music   Tools and
                                   and DVD/Video   Kitchen     Total
                                   -----------------------------------
Net sales                          $409,586     $116,507     $526,093
Gross profit                        109,119       17,220      126,339
Pro forma income (loss)
 from operations                     27,625      (45,833)     (18,208)
Stock-based compensation
Amortization of goodwill and other
 intangibles
Restructuring-related and other
Net interest expense and other
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%          56%          11%
Y / Y gross profit growth               32%         144%          41%
Gross margin                            27%          15%          24%
Pro forma operating margin               7%         (39%)         (3%)
Net sales mix                           58%          17%          75%


                                     Three Months Ended March 31, 2001
                                   ----------------------------------
                                  International  Services Consolidated
                                   -----------------------------------
Net sales                          $132,105      $ 42,158    $700,356
Gross profit                         28,050        28,208     182,597
Pro forma income (loss)
 from operations                    (34,569)        4,176     (48,601)
Stock-based compensation                                       (2,916)
Amortization of goodwill and other
 intangibles                                                  (50,831)
Restructuring-related and other                              (114,260)
Net interest expense and other                                  6,175
Equity in losses of equity-method
 investees, net                                               (13,175)
Cumulative effect of change in
 accounting principle                                         (10,523)
                                                              --------
Net loss                                                    $(234,131)
                                                            ==========

Segment highlights:
Y / Y net sales growth                  76%           85%         22%
Y / Y gross profit growth               75%           27%         43%
Gross margin                            21%           67%         26%
Pro forma operating margin             (26%)          10%         (7%)
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)

                                             March 31,     Dec. 31,
                                              2002           2001
                                           ------------  ------------
ASSETS
Current assets:
  Cash and cash equivalents                  $ 296,689     $ 540,282
  Marketable securities                        448,569       456,303
  Inventories                                  138,996       143,722
  Prepaid expenses and other current assets     70,019        67,613
                                           ------------  ------------
          Total current assets                 954,273     1,207,920

Fixed assets, net                              256,403       271,751
Goodwill, net                                   70,811        45,367
Other intangibles, net                           6,959        34,382
Investments in equity-method investees           8,643        10,387
Other equity investments                        16,770        17,972
Other assets                                    48,069        49,768
                                           ------------  ------------
          Total assets                     $ 1,361,928   $ 1,637,547
                                           ============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                           $ 314,616     $ 444,748
  Accrued expenses and other
   current liabilities                         232,898       305,064
  Unearned revenue                              79,361        87,978
  Interest payable                              16,197        68,632
  Current portion of long-term debt
   and other                                    13,958        14,992
                                           ------------  ------------
          Total current liabilities            657,030       921,414

Long-term debt and other                     2,152,273     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 --
       375,109 and 373,218, respectively         3,751         3,732
  Additional paid-in capital                 1,480,935     1,462,769
  Deferred stock-based compensation             (9,710)       (9,853)
  Accumulated other comprehensive loss         (38,623)      (36,070)
  Accumulated deficit                       (2,883,728)   (2,860,578)
                                           ------------  ------------
          Total stockholders' deficit       (1,447,375)   (1,440,000)
                                           ------------  ------------
           Total liabilities and
            stockholders' deficit          $ 1,361,928   $ 1,637,547
                                           ============  ============

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

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

                                               Three Months Ended
                                                    March 31,
                                             ------------------------
                                               2002          2001
                                             ------------------------
CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                         $ 540,282     $ 822,435
OPERATING ACTIVITIES:
Net loss                                       (23,150)     (234,131)
Adjustments to reconcile net loss to net
 cash used in operating activities:
Depreciation of fixed assets and
 other amortization                             20,940        23,073
Stock-based compensation                        10,931         2,916
Equity in losses of equity-method
 investees, net                                  1,744        13,175
Amortization of goodwill and
 other intangibles                               1,979        50,831
Non-cash restructuring-related and other             -        62,004
Loss (gain) on sale of marketable
 securities, net                                  (376)           27
Other gains, net                                (5,516)      (33,857)
Non-cash interest expense and other              7,061         6,572
Cumulative effect of change in accounting
 principle                                        (801)       10,523
Changes in operating assets and liabilities:
Inventories                                      4,674        19,823
Prepaid expenses and other current assets       (3,320)       27,334
Accounts payable                              (128,286)     (229,758)
Accrued expenses and other current
 liabilities                                   (65,861)      (57,762)
Unearned revenue                                28,716        18,005
Amortization of previously unearned revenue    (37,333)      (33,392)
Interest payable                               (52,435)      (52,367)
                                             ----------   -----------
Net cash used in operating activities         (241,033)     (406,984)

INVESTING ACTIVITIES:
Sales and maturities of marketable securities  136,575        94,366
Purchases of marketable securities            (134,227)      (30,378)
Purchases of fixed assets, including
 internal-use software and
  web-site development                          (4,854)      (19,437)
                                             ----------   -----------
    Net cash provided by (used in)
     investing activities                       (2,506)       44,551

FINANCING ACTIVITIES:
Proceeds from exercise of stock options
 and other                                       7,409         5,833
Proceeds from long-term debt and other               -        10,000
Repayment of capital lease obligations
 and other                                      (4,563)       (4,575)
                                             ----------   -----------
    Net cash provided by financing activities    2,846        11,258
Effect of exchange-rate changes on cash and
 cash equivalents                               (2,900)      (24,316)
                                             ----------   -----------
Net decrease in cash and cash equivalents     (243,593)     (375,491)
                                             ----------   -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD     $ 296,689     $ 446,944
                                             ==========   ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
Fixed assets acquired under capital leases       $ 924       $ 2,298
Equity securities received for commercial
 agreements                                          -           331
Cash paid for interest                          80,483        79,517

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

Net sales           $   700  $   668  $   639  $ 1,115  $   847   21%
Net sales --
 trailing twelve
 months (TTM)       $ 2,888  $ 2,978  $ 2,980  $ 3,122  $ 3,269   13%
Net sales to
 customers outside
 the U.S. -- % of
 net sales              26%      28%      29%      29%      34%   N/A

Gross profit        $   183  $   180  $   162  $   274  $   223   22%
Gross margin -- % of
 net sales            26.1%    26.9%    25.4%    24.6%    26.3%   N/A
Gross profit -- TTM $   710  $   754  $   749  $   799  $   839   18%
Gross margin -- TTM
 % of net sales       24.6%    25.3%    25.1%    25.6%    25.7%   N/A

Fulfillment costs --
 % of net sales       14.0%    12.8%    12.7%     9.8%    10.6%   N/A
Fulfillment costs --
 TTM % of net sales   14.3%    13.8%    13.3%    12.0%    11.2%   N/A
Fulfillment costs --
 % of U.S. Retail
 and International
 combined net sales   14.9%    13.6%    13.7%    10.7%    11.3%   N/A

Pro forma operating
 expenses           $   231  $   208  $   189  $   215  $   198  (14%)
Pro forma operating
 expenses -- TTM    $   977  $   959  $   912  $   844  $   811  (17%)

Pro forma operating
 income (loss)      $   (49) $   (28) $   (27) $    59  $    25   N/A
Pro forma operating
 margin -- % of net
 sales                (6.9%)   (4.2%)   (4.2%)    5.3%     2.9%   N/A
Pro forma operating
 income (loss)
 -- TTM             $  (266) $  (205) $  (164) $   (45) $    28   N/A
Pro forma operating
 income (loss) --
 TTM % of net sales   (9.2%)   (6.9%)   (5.5%)   (1.4%)    0.9%   N/A

GAAP operating
 income (loss)      $  (217) $  (140) $   (70) $    15  $     2   N/A
GAAP operating
 income (loss) --
% of net sales       (30.9%)  (20.9%)  (11.0%)    1.3%     0.2%   N/A
GAAP operating
 income (loss)
 -- TTM             $  (883) $  (842) $  (749) $  (412) $  (194) (78%)
GAAP operating
 income (loss) --
 TTM % of net sales  (30.6%)  (28.3%)  (25.1%)  (13.2%)   (5.9%)  N/A

Pro forma net income
 (loss)             $   (76) $   (58) $   (58) $    35  $    (5) (94%)
Pro forma net income
 (loss) per share   $ (0.21) $ (0.16) $ (0.16) $  0.09  $ (0.01)  N/A
Pro forma net income
 (loss) -- TTM      $  (372) $  (314) $  (282) $  (157) $   (86) (77%)

GAAP net income
 (loss)             $  (234) $  (168) $  (170) $     5  $   (23) (90%)
GAAP net income
 (loss) per share   $ (0.66) $ (0.47) $ (0.46)  $ 0.01  $ (0.06)  N/A
GAAP net income
 (loss) -- TTM      $(1,337) $(1,188) $(1,118) $  (567) $  (356) (73%)

U.S. Books, Music
 and DVD/Video
 (US BMVD) segment:
  US BMVD net sales $   410  $   390  $   351  $   538  $   443    8%
  US BMVD net sales
   -- TTM           $ 1,706  $ 1,711  $ 1,662  $ 1,689  $ 1,722    1%
  US BMVD gross
   profit           $   109  $   111  $    93  $   140  $   123   13%
  US BMVD pro forma
   operating margin
   -- % of US BMVD
   net sales             7%      10%       7%      12%      10%   N/A

U.S. Electronics,
 Tools and Kitchen
 (US ETK) segment:
  US ETK net sales  $   117  $   111  $   103  $   217  $   126    8%
  US ETK net sales
   -- TTM           $   526  $   545  $   551  $   547  $   557    6%
  US ETK gross
   profit           $    17  $    13  $    13  $    35  $    19   13%
  US ETK pro forma
   operating margin
   -- % of US ETK
   net sales           (39%)    (37%)    (32%)     (9%)    (16%)  N/A

International
 segment:
  International net
   sales              $ 132    $ 128    $ 138    $ 262    $ 226   71%
  International net
   sales -- TTM     $   438  $   493  $   544  $   661  $   755   72%
  International
   gross profit     $    28  $    29  $    28  $    55  $    49   75%
  International pro
  forma operating
  margin -- % of
  International
  net sales            (26%)    (23%)    (20%)     (4%)     (5%)  N/A

Services segment:
  Services net
  sales             $    42  $    39  $    46  $    98  $    53   25%
  Services net sales
   -- TTM           $   218  $   229  $   223  $   225  $   236    8%
  Services gross
   profit           $    28  $    26  $    27  $    45  $    32   12%
  Services pro forma
   operating margin
   -- % of Services
   net sales            10%      11%      17%      26%      20%   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 net sales per active customer, marketing cost
  per active customer account, inventory turnover, accounts payable
                       days, and employee data)

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

Active customer
 accounts -- TTM       20.5     21.1     23.0     24.7     26.2   27%
Active customer
 accounts --
 International
 -- TTM                 4.9      5.4      6.1      6.9      7.6   55%

Net sales
 (excluding catalog
 sales) per active
 customer account
 -- TTM             $   135  $   136  $   126  $   123  $   122  (10%)

Marketing cost per
 active customer
 account -- TTM     $   8.6  $   8.0  $   6.9  $   5.6  $   5.1  (41%)

Balance Sheet

Cash and marketable
 securities         $   643  $   609  $   668  $   997  $   745   16%

Inventory, net      $   156  $   129  $   131  $   144  $   139  (11%)
Inventory -- % of
 net sales              24%      21%      20%      12%      17%   N/A
Inventory -- % of
 TTM net sales           6%       5%       5%       5%       4%   N/A
Inventory turnover
 -- annualized         12.6     13.7     14.7     24.5     17.7   40%
Inventory turnover
 -- TTM                13.0     14.0     14.8     15.8     17.4   34%

Fixed assets, net   $   304  $   292  $   288  $   272  $   256  (16%)

Accounts payable
 days -- ending          45       48       46       49       45    0%

Cash Flows

Cash generated by
 (used in)
 operations -- TTM  $  (217) $  (161) $  (221) $  (120) $    46   N/A

Free cash flow
 (operating cash
 flow less
 purchases of fixed
 assets) -- TTM     $  (345) $  (270) $  (301) $  (170) $    10   N/A

Adjusted free cash
 flow (free cash
 flow less
 repayment of
 capital lease
 obligations)
 -- TTM             $  (362) $  (286) $  (320) $  (190) $    (9) (98%)


Other

Common shares
 outstanding            359      362      372      373      375    4%
Options outstanding
 -- % of common
 shares outstanding     12%      12%      18%      18%      17%   N/A

Employees (full-time
 and part-time)       8,600    7,800    7,900    7,800    7,900   (8%)


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,
    International active customer accounts, TTM net sales per active
    customer account, and marketing cost per active customer account
    would have been 21.9 million, 5.5 million, $131, and $7.7,
    respectively. Amounts prior to the 2001 second quarter have not
    been recalculated under the current methodology.


AMAZON.COM INC.

Financial and Operational Highlights

First Quarter Ended March 31, 2002

(unaudited)

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

Net Sales


-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.


Gross Profit


-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.


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 co-sourcers,

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

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

non-compulsory exchange of employee stock options. This option

exchange offer results in variable accounting treatment for

approximately ap·prox·i·mate  
adj.
1. Almost exact or correct: the approximate time of the accident.

2.
 11 million stock options at March 31, 2002,

which includes approximately 10 million options granted under

the exchange offer with an exercise price of $13.375 and

approximately 1 million options that were subject to the

exchange offer but were not exchanged. Variable accounting

treatment will result in unpredictable and potentially

significant charges or credits, depending on fluctuations in

quoted prices for our common stock, which we are unable to

forecast.

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. In addition, we completed an impairment Impairment

1. A reduction in a company's stated capital.

2. The total capital that is less than the par value of the company's capital stock.

Notes:
1. This is usually reduced because of poorly estimated losses or gains.

2.


analysis of goodwill and determined the amount to be fairly

stated.

Restructuring-Related and Other


-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 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
                                     ---------  -----     -----
Nine Months Ending Dec. 31,
   2002                               $23,922   $5,060   $28,982
Year Ending Dec. 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         $49,808   $8,097   $57,905
                                      =======   ======   =======

(a) Net of anticipated sublease income of approximately $60 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
,

miscellaneous state and foreign taxes and certain

foreign-currency-related transaction gains and losses.

Other Gains (Losses), Net


-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.


Earnings per Share

-- Basic and diluted earnings per share diluted earnings per share

An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of
 is computed using the

weighted average number of common and common stock equivalent

shares outstanding during the period; common stock equivalent

shares, such as options, warrants and convertible securities,

were excluded from the computation Computation is a general term for any type of information processing that can be represented mathematically. This includes phenomena ranging from simple calculations to human thinking.  because their effect is

antidilutive antidilutive

Of or relating to the conversion of convertible securities into common stock when such conversion would result in an increase in diluted earnings per share or a decrease in diluted loss per share.
. If the effect of common stock equivalents had

been included, the number of shares used in the computation of

diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 loss per share would have been approximately

394 million, compared with 374 million.

Financial Condition

Cash and Marketable Securities


-- Our segment reporting includes four segments: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.

        Certificates of deposit                       $ 18,104
        Commercial paper and short-term obligations     38,719
        Corporate notes and bonds                       37,251
        Asset-backed and agency securities             278,678
        Treasury notes and bonds                        63,032
        Equity securities                               12,785
                                                      --------
                                                      $448,569


-- 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 $158 million of our marketable 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 to $167 million as of Dec. 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 $72 million; $46 million is pledged for the 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 $41 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: U.S. Books, Music and
DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services.
Allocation methodologies have been consistently applied.

-- The U.S. Books, Music and DVD/Video segment includes revenues, direct costs
and cost allocations associated with retail sales from www.amazon.com for
books, music, DVDs, video products and magazine subscriptions, and from stores
offering these products through our Syndicated Stores Program (whereby a
third-party seller's e-commerce Web site uses our e-commerce services and
tools, and offers our product selection), such as www.borders.com. This segment
also includes commissions and other amounts earned from sales of these
products, new or used, through Amazon Marketplace, and will include amounts
earned from offerings of these products by third-party sellers, if any, under
our Merchant@amazon.com Program (whereby a third-party seller offers its
products or services for sale on our Web site, either in our retail stores or
in a cobranded store on our Web site, or both).

-- The U.S. Electronics, Tools and Kitchen segment includes revenues, direct
costs and cost allocations 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, outdoor living
items, and computer and video game products, sold other than through our
Toysrus.com strategic alliance, as well as catalog sales of toys and tools and
hardware, and will include stores offering these products, if any, through our
Syndicated Stores Program. This segment also includes commissions 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 Circuit City.

-- The International segment includes all revenues, direct costs and cost
allocations associated with the retail sales of our four internationally
focused Web sites--www.amazon.de, www.amazon.fr, www.amazon.co.jp and
www.amazon.co.uk--and from stores offering products through our Syndicated
Stores Program. This segment also includes commissions and other amounts earned
from sales of products, new or used, through Amazon Marketplace, and amounts
earned from offerings of products by third-party sellers, if any, under our
Merchant@amazon.com Program.

-- The Services segment includes revenues, direct costs and cost allocations
associated with our business-to-business strategic alliances, including the
Merchant Program (whereby a third-party seller's e-commerce Web site operates
at its own URL using our features and technology), such as www.target.com
beginning summer 2002, and, to the extent full product categories are not also
offered by our online retail stores, the Merchant@amazon.com Program, such as
our strategic alliance with Toysrus.com, as well as the strategic technology
alliance with America Online, Inc. This segment also includes Amazon Auctions,
zShops and Payments, and miscellaneous marketing and promotional 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 Amazon.com. Customer
accounts include customers of Amazon Marketplace, Auctions and zShops services
and from our Merchant@amazon.com and Syndicated Stores Programs, but exclude
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 catalogs and certain
strategic alliances and sales of inventory to Toysrus.com. A customer is
considered active upon placing an order.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Amazon.com Announces Long-term Test of Free Super Saver Shipping On Orders Over $49 -- Hurdle Lowered From $99 to $49.
Amazon.com Announces 33% Sales Growth Fueled by Lower Prices; Raises Financial Guidance; Free Super Saver Shipping on Orders Over $25 to Continue at...

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