Pro Forma Statement of Operations

Segment Information
Supplemental Revenue Information
AMZN Q1, 2003
Financial Results
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AMAZON.COM ANNOUNCES 28% SALES GROWTH FUELED BY LOWER PRICES AND FREE SHIPPING

Meaningful Innovation Leads, Launches, Inspires Relentless Amazon Visitor Improvements

SEATTLE--(BUSINESS WIRE)--April 24, 2003--Amazon.com, Inc. (NASDAQ: AMZN) today announced financial results for its first quarter ended March 31, 2003.

Operating cash flow was $164 million for the trailing four quarters, compared with $46 million for the four quarters ended March 31, 2002. Free cash flow was $123 million for the trailing four quarters, compared with $10 million for the four quarters ended March 31, 2002.

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

Net sales were $1.084 billion in the first quarter, compared with $847 million in the first quarter 2002, an increase of 28%.

Net loss was $10 million, or $(0.03) per share, in the first quarter, compared with $23 million in the first quarter 2002, or $(0.06) per share. Pro forma net income in the first quarter, which includes interest expense, grew over $45 million to $40 million, or $0.10 per share, compared with a pro forma net loss of $5 million, or $(0.01) per share, in the first quarter 2002.

"Our strategy of driving down costs to give customers lower prices continues to pay off," said Tom Szkutak, chief financial officer of Amazon.com. "In the first quarter, customers took advantage of Free Super Saver Shipping and broad everyday low prices, which created our first-ever non-holiday quarter with sales over $1 billion, but this was only possible because we reduced our costs in virtually every area of our business."

In addition to its year-round Free Super Saver Shipping on orders over $25 at www.amazon.com, the Company offers free shipping options at its U.K., German, French, Japanese and Canadian sites. Amazon.com also offers 30% off books over $15 and significantly lowered prices on electronics, tools, and bestselling CDs and DVDs.

"Meaningful innovation leads, launches, inspires relentless Amazon visitor improvements," said Jeff Bezos, founder and chief executive officer of Amazon.com. "We are simultaneously lowering prices and driving customer experience."

The company also announced that on May 28, 2003, it will redeem all of its outstanding 10% Senior Discount Notes due May 2008, for $277 million, a redemption price of 105% of the $264 million principal amount.

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

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

 

  • Worldwide unit growth was 35% in the first quarter.
  • Third-party seller transactions (new, used and refurbished items sold on Amazon.com product detail pages by businesses and individuals) grew to 19% of worldwide units in the first quarter, compared with 13% of units a year ago.
  • North America segment sales grew 13% to $705 million in the first quarter, unit growth was 28%, and segment operating income grew 46% to $52 million.
  • International segment sales, representing the Company's U.K., German, French and Japanese sites, grew 68% to $379 million in the first quarter, unit growth was 52%, and excluding the benefit from foreign exchange rates compared with the first quarter 2002, International segment sales grew 45%. International segment operating income was $16 million, a $27 million improvement.
  • The Company's U.K. and German sites expanded selection by opening Kitchen & Home stores.
  • Inventory turns for the trailing four quarters improved to 20 for the first quarter, up from 17.
  • The Company has been taking pre-orders worldwide for copies of the highly-anticipated Harry Potter and the Order of the Phoenix. And, in what will be the largest single e-commerce distribution event in history, customers in the U.S. and Canada can receive their copy on Saturday, June 21, the first day the book is available to the public.

Financial Guidance and 2003 Expectations

The following forward-looking statements reflect Amazon.com's expectations as of April 24, 2003. Results may be materially affected by many factors, such as changes in global economic conditions and consumer spending, world events, fluctuations in foreign exchange rates, the emerging nature and rate of growth of the Internet and online commerce, and the various factors detailed below.

Second Quarter 2003 Guidance

  • Second quarter net sales are expected to be between $1.00 billion and $1.05 billion, or grow between 24% and 30%.
  • Consolidated segment operating income is expected to be between $45 million and $60 million.

Full Year 2003 Expectations

  • Net sales are expected to be $4.7 billion or more, or grow over 19%.
  • Consolidated segment operating income is expected to be $275 million or more, or grow over 50%.

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

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

These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including, among others, the rate of growth of the economy in general and of the Internet and online commerce; customer spending patterns; world events, the amount that Amazon.com invests in new business opportunities and the timing of those investments; the mix of products sold to customers; the mix of net sales derived from products as compared with services; competition; risks of inventory management; the degree to which the Company enters into, maintains and develops commercial agreements and strategic transactions; foreign exchange risks; seasonality; international growth and expansion; and risks of fulfillment throughput and productivity. Other risks and uncertainties include, among others, risk of future losses, significant amount of indebtedness, potential fluctuations in operating results, management of potential growth, system interruptions, consumer trends, fulfillment center optimization, limited operating history, government regulation and taxation, fraud and new business areas. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2002, and all subsequent filings.

Financial Measures

Free Cash Flow

Free cash flow is net cash provided by (used in) operating activities (operating cash flow includes cash outflows for interest and excludes proceeds from the exercise of stock-based employee awards) less purchases of fixed assets (purchases of fixed assets includes internal-use software and web-site development). Free cash flow is provided as a complement to results provided in accordance with accounting principles generally accepted in the United States (known as "GAAP"). Management uses this measure internally to evaluate the Company's performance and manage its operations. A tabular reconciliation of differences from the comparable GAAP measure--operating cash flow--is included in the attached "Supplemental Financial Information and Business Metrics."

Consolidated Segment Operating Income


Consolidated segment operating income, a GAAP measure, excludes the following line items on the Company's statements of operations:
  • Stock-based compensation,
  • Amortization of goodwill and other intangibles, and
  • Restructuring-related and other.

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

Pro Forma Net Income (Loss)

Pro forma net income (loss) excludes the following line items on the Company's statements of operations:
  • Stock-based compensation,
  • Amortization of goodwill and other intangibles,
  • Restructuring-related and other,
  • Remeasurement of 6.875% PEACS and other,
  • Equity in losses of equity-method investees, net, and
  • Cumulative effect of change in accounting principle.

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

About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers list millions of unique new and used items in categories such as apparel and accessories, electronics, computers, kitchenware and housewares, books, music, DVDs, videos, cameras and photo items, toys, baby items and baby registry, software, computer and video games, cell phones and service, tools and hardware, magazine subscriptions and outdoor living items.

Amazon.com operates six Web sites: amazon.comamazon.co.ukamazon.deamazon.framazon.co.jp and amazon.ca.

 

 

 

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AMAZON.COM, INC.
Financial and Operational Highlights
(unaudited)

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

Net Sales

  • Net sales benefited by approximately $51 million from changes in foreign exchange rates compared with first quarter 2002.
  • Shipping revenue, which excludes amounts earned from third-party sellers, was approximately $78 million, down from $89 million.

Gross Profit

  • Gross profit benefited by approximately $11 million, and consolidated segment operating profit by approximately $4 million, from changes in foreign exchange rates compared with first quarter 2002.
  • Shipping loss was approximately $27 million, up from a loss of $1 million. We continue to measure our shipping results relative to their effect on our overall financial results, with the viewpoint that shipping promotions are an effective marketing tool. We intend to continue offering our customers free shipping alternatives, which will reduce shipping revenue as a percentage of sales and negatively affect gross margins.

Fulfillment

  • Fulfillment costs represent those costs incurred in operating and staffing our fulfillment and customer service centers, credit card fees and bad debt costs. Fulfillment costs also include amounts paid to third-party cosourcers, who assist us in fulfillment and customer service operations. Certain of our fulfillment-related costs incurred on behalf of other businesses, such as Toysrus.com and Target Corporation, are classified as cost of sales rather than fulfillment.

Stock-Based Compensation

  • Stock based compensation consisted of $21 million for employee stock options awards under variable accounting and $6 million for employee restricted stock units and restricted stock awards under fixed accounting.
  • At March 31, 2003, outstanding stock awards consisted of 38 million stock options ($12 average exercise price), 3 million restricted stock units and 1 million shares of restricted stock.
  • Stock options and restricted stock units are excluded from common stock outstanding, whereas grants of restricted stock are included in common stock outstanding.
  • Under our restricted stock unit program, which commenced in the fourth quarter 2002, we award restricted stock units as our primary vehicle for equity compensation. Restricted stock units are measured at fair value on the date of grant based on the number of shares granted and the quoted price of our common stock. Such value is recognized as an expense over the corresponding service period. To the extent that restricted stock units are forfeited prior to vesting, the corresponding previously recognized expense is reversed as an offset to stock-based compensation.
  • At March 31, 2003, 3 million stock awards are subject to variable accounting, of which 2 million options granted under the January 2001 exchange offer are scheduled to expire in the third quarter of 2003. Beginning in January 2003, any new stock option grants are subject to variable accounting treatment.
  • Under variable stock option accounting, we will incur unpredictable charges or credits dependent on the fluctuations in market prices of our common stock, which we are unable to forecast. For example, if at the end of any quarter the quoted price of our common stock is lower than the quoted price at the end of the previous quarter, or to the extent previously-recorded amounts relate to unvested portions of options that were cancelled, compensation expense associated with variable accounting will be recalculated using the cumulative expense method and may result in a net benefit to our results of operations.
  • Using the following hypothetical market prices of our common stock above and below our March 31, 2003 closing price of $26.03, our hypothetical stock-based compensation expense for the three months ended March 31, 2003 would have been affected by variable accounting treatment as follows (in millions, except percentages and per share amounts):
     
    Percentage Difference
    Closing Price (1)
    Hypothetical Market
    Price per Share (1)
    Hypothetical
    Stock-Based
    Compensation Expense
    Hypothetical vs.
    Actual Stock-Based
    Compensation Expense
        
    (15)%
    $22.13
    $ 19
    $ (8)
    (10)%
     23.43
        22
       (6)
        0 %
     26.03
           27(2)
       -
      10 %
     28.63
       33
       6
     15 %
     29.93
       36
       8

    ___________
    (1) Hypothetical--not a prediction of future performance of quoted prices of our common stock.
    (2) Represents actual stock-based compensation expense for the first quarter 2003.

Restructuring-Related and Other

  • As previously disclosed, in the first quarter 2001 we announced and began implementation of our operational restructuring plan. The restructuring plan is complete; however, we may adjust our restructuring-related estimates in the future, if necessary.
  • Cash payments resulting from our operational restructuring were $16 million, compared with $14 million in the first quarter 2002. In December 2002, we reached a termination agreement with the landlord of our leased fulfillment center facility in McDonough, Georgia. This agreement resulted in $12 million of cash payments in the first quarter 2003, including $8 million associated with the termination agreement and $4 million associated with restoration costs. No further payments are required relating to the McDonough, Georgia facility.
  • We estimate, based on currently available information, the remaining net cash outflows associated with restructuring-related leases and other commitments will be $9 million in the remainder of 2003, $13 million in 2004, and $19 million thereafter. Amounts due within 12 months are included within accrued expenses and other current liabilities and the remaining amounts within long-term debt and other on our balance sheet. These amounts are net of anticipated sublease income of approximately $47 million (we have signed sublease agreements on $10 million in future payments) on gross lease obligations of $87 million.

Other Income, Net

  • Other income, net primarily consisted of net gains on sales of marketable securities of $4 million, compared with less than $1 million in the first quarter 2002.

Remeasurement of 6.875% PEACS and Other

  • Remeasurement of 6.875% PEACS and other, primarily consisted of foreign-currency losses on remeasurement of 6.875% PEACS from Euros to U.S. Dollars of $25 million, compared with gains of $6 million in the first quarter 2002.

Income Taxes

  • At March 31, 2003, we had net operating loss carryforwards (NOLs) of approximately $2.5 billion related to U.S. federal, state and foreign jurisdictions. Utilization of NOLs, which begin to expire at various times starting in 2010, may be subject to certain limitations. Approximately $1.2 billion of our NOLs relate to tax deductible stock-based compensation in excess of amounts recognized for financial reporting purposes--to the extent any of this amount is realized, the resulting benefit will be credited to stockholders' equity, rather than results of operations.

Net Loss

  • Although we reported a $13 million improvement in our net loss, we believe that this improvement is not necessarily predictive of future trends for a variety of reasons. For example, we are unable to forecast the effect on our future reported results of certain items, including the stock-based compensation charges or credits associated with variable accounting treatment on certain stock awards that result from fluctuations in our stock price and the gain or loss associated with the remeasurement of our 6.875% PEACS that results from fluctuations in foreign exchange rates. These items represented significant charges during the first quarter of 2003 and may result in significant charges or credits in future periods.

Financial Condition

  • Our cash, cash equivalents and marketable securities, at estimated fair value, consist of the following at March 31, 2003 (in millions):

     

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

    _____________
    (1) We have pledged approximately $105 million as collateral for property leases and other contractual obligations, compared with $158 million at March 31, 2002.

  • Long-term debt primarily includes the following (in millions):
     
     
    Principal
    at Maturity
    Interest
    Rate
    Principal
    Due Date
        
    Senior Discount Notes
    $ 264 (1)
    10.000%
    May  2008
    Convertible Subordinated Notes
    1,250 (2)
      4.750%
    February 2009
    PEACS
       753 (3)
      6.875%
    February 2010
     
    $2,267
      

    _____________
    (1) We announced that on May 28, 2003, we will redeem our Senior Discount Notes at a redemption price of $277 million, a 5% premium over the principal amount of $264 million. We will record a charge of approximately $15 million, classified in non-operating expenses in the second quarter 2003, consiting of the $13 million premium and $2 million of unamortized debt issuance costs. Accrued interest from May 1, 2003 to May 27, 2003 will also be payable at redemption.
    (2) Convertible at the holders' option into our common stock at $78.03.
    (3) 690 million Euros. Convertible at the holders' option into our common stock at 84.88 Euros. The U.S. Dollar long-term debt amount and conversion price fluctuates based on the Euro/U.S. Dollar exchange ratio.

Certain Definitions and Other

  • We present segment information along two lines: North America and International. We measure operating results of our segments using an internal performance measure of direct segment operating expenses that excludes stock-based compensation, amortization of goodwill and other intangibles, and restructuring-related and other charges, each of which are not allocated to segment results. All other centrally-incurred operating costs are fully allocated to segment results. There are no internal revenue transactions between our reporting segments.
  • The North America segment consists of amounts earned from retail sales of consumer products through www.amazon.com and www.amazon.ca (including from third-party sellers), from North America focused Syndicated Stores and mail-order catalogs and from non-retail activities such as North America focused Merchant.com, marketing and promotional agreements.
  • The International segment consists of amounts earned from retail sales of consumer products through www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp (including from third-party sellers), from internationally focused Syndicated Stores and from non-retail activities such as internationally focused marketing and promotional agreements. This segment includes export sales from www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp (including export sales from these sites to customers in the U.S. and Canada), but excludes export sales from www.amazon.com and www.amazon.ca. Operating results for the International segment are affected by movements in foreign exchange rates.
  • We have also provided supplemental revenue information within each segment for three categories: "Media", "Electronics and other general merchandise" and "Other." Media consists of amounts earned from retail sales from all sellers of books, music, DVD/video, magazine subscriptions, software and video games. Electronics and other general merchandise consists of amounts earned from retail sales from all sellers of items not included in Media, such as electronics, toys, home improvement, home and garden, and apparel. The Other category consists of non-retail activities, such as the Merchant.com program and miscellaneous marketing and promotional activities.
  • All references to customers mean customer accounts, which are unique e-mail addresses, established either when a customer's initial order is shipped or when a customer orders from certain third-party sellers on our Web sites. Customer accounts include customers of Amazon Marketplace, Auctions and zShops and our Merchants@ and Syndicated Stores Programs, but exclude Merchant.com Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have a technology alliance or marketing and promotional relationships. A customer is considered active upon placing an order.
  • All references to units mean units sold (net of returns and cancellations) by us and third-party sellers at Amazon.com domains worldwide--such as www.amazon.com, www.amazon.ca, www.amazon.fr, www.amazon.co.uk, www.amazon.de and www.amazon.co.jp--and at Syndicated Stores domains, as well as Amazon.com-owned items sold at non-Amazon.com domains, such as books, music and DVD/video items ordered from Amazon.com's store at www.target.com. Units do not include Amazon.com gift certificates.
 
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SEATTLE--(BUSINESS WIRE)--April 24, 2003-- Meaningful Innovation Leads, Launches, Inspires Relentless Amazon Visitor Improvements

Amazon.com, Inc. (Nasdaq:AMZN) today announced financial results for its first quarter ended March 31, 2003.

Operating cash flow was $164 million for the trailing four quarters, compared with $46 million for the four quarters ended March 31, 2002. Free cash flow was $123 million for the trailing four quarters, compared with $10 million for the four quarters ended March 31, 2002.

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

Net sales were $1.084 billion in the first quarter, compared with $847 million in the first quarter 2002, an increase of 28%.

Net loss was $10 million, or $(0.03) per share, in the first quarter, compared with $23 million in the first quarter 2002, or $(0.06) per share. Pro forma net income in the first quarter, which includes interest expense, grew over $45 million to $40 million, or $0.10 per share, compared with a pro forma net loss of $5 million, or $(0.01) per share, in the first quarter 2002.

"Our strategy of driving down costs to give customers lower prices continues to pay off," said Tom Szkutak, chief financial officer of Amazon.com. "In the first quarter, customers took advantage of Free Super Saver Shipping and broad everyday low prices, which created our first-ever non-holiday quarter with sales over $1 billion, but this was only possible because we reduced our costs in virtually every area of our business."

In addition to its year-round Free Super Saver Shipping on orders over $25 at www.amazon.com, the Company offers free shipping options at its U.K., German, French, Japanese and Canadian sites. Amazon.com also offers 30% off books over $15 and significantly lowered prices on electronics, tools, and bestselling CDs and DVDs.

"Meaningful innovation leads, launches, inspires relentless Amazon visitor improvements," said Jeff Bezos, founder and chief executive officer of Amazon.com. "We are simultaneously lowering prices and driving customer experience."

The Company also announced that on May 28, 2003, it will redeem all of its outstanding 10% Senior Discount Notes due May 2008, for $277 million, a redemption price of 105% of the $264 million principal amount.

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

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

    --  Worldwide unit growth was 35% in the first quarter.    --  Third-party seller transactions (new, used and refurbished        items sold on Amazon.com product detail pages by businesses        and individuals) grew to 19% of worldwide units in the first        quarter, compared with 13% of units a year ago.    --  North America segment sales grew 13% to $705 million in the        first quarter, unit growth was 28%, and segment operating        income grew 46% to $52 million.    --  International segment sales, representing the Company's U.K.,        German, French and Japanese sites, grew 68% to $379 million in        the first quarter, unit growth was 52%, and excluding the        benefit from foreign exchange rates compared with the first        quarter 2002, International segment sales grew 45%.        International segment operating income was $16 million, a $27        million improvement.    --  The Company's U.K. and German sites expanded selection by        opening Kitchen & Home stores.    --  Inventory turns for the trailing four quarters improved to 20        for the first quarter, up from 17.    --  The Company has been taking pre-orders worldwide for copies of        the highly-anticipated Harry Potter and the Order of the        Phoenix. And, in what will be the largest single e-commerce        distribution event in history, customers in the U.S. and        Canada can receive their copy on Saturday, June 21, the first        day the book is available to the public.    Financial Guidance and 2003 Expectations

The following forward-looking statements reflect Amazon.com's expectations as of April 24, 2003. Results may be materially affected by many factors, such as changes in global economic conditions and consumer spending, world events, fluctuations in foreign exchange rates, the emerging nature and rate of growth of the Internet and online commerce, and the various factors detailed below.

    Second Quarter 2003 Guidance    --  Second quarter net sales are expected to be between $1.00        billion and $1.05 billion, or grow between 24% and 30%.    --  Consolidated segment operating income is expected to be        between $45 million and $60 million.    Full Year 2003 Expectations    --  Net sales are expected to be $4.7 billion or more, or grow        over 19%.    --  Consolidated segment operating income is expected to be $275        million or more, or grow over 50%.

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

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

These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including, among others, the rate of growth of the economy in general and of the Internet and online commerce; customer spending patterns; world events, the amount that Amazon.com invests in new business opportunities and the timing of those investments; the mix of products sold to customers; the mix of net sales derived from products as compared with services; competition; risks of inventory management; the degree to which the Company enters into, maintains and develops commercial agreements and strategic transactions; foreign exchange risks; seasonality; international growth and expansion; and risks of fulfillment throughput and productivity. Other risks and uncertainties include, among others, risk of future losses, significant amount of indebtedness, potential fluctuations in operating results, management of potential growth, system interruptions, consumer trends, fulfillment center optimization, limited operating history, government regulation and taxation, fraud and new business areas. More information about factors that potentially could affect Amazon.com's financial results is included in Amazon.com's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2002, and all subsequent filings.

    Financial Measures    Free Cash Flow

Free cash flow is net cash provided by (used in) operating activities (operating cash flow includes cash outflows for interest and excludes proceeds from the exercise of stock-based employee awards) less purchases of fixed assets (purchases of fixed assets includes internal-use software and web-site development). Free cash flow is provided as a complement to results provided in accordance with accounting principles generally accepted in the United States (known as "GAAP"). Management uses this measure internally to evaluate the Company's performance and manage its operations. A tabular reconciliation of differences from the comparable GAAP measure--operating cash flow--is included in the attached "Supplemental Financial Information and Business Metrics."

Consolidated Segment Operating Income

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

    --  Stock-based compensation,    --  Amortization of goodwill and other intangibles, and    --  Restructuring-related and other.

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

Pro Forma Net Income (Loss)

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

    --  Stock-based compensation,    --  Amortization of goodwill and other intangibles,    --  Restructuring-related and other,    --  Remeasurement of 6.875% PEACS and other,    --  Equity in losses of equity-method investees, net, and    --  Cumulative effect of change in accounting principle.

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

About Amazon.com

Amazon.com, a Fortune 500 company based in Seattle, opened on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be Earth's most customer-centric company, where customers can find and discover anything they might want to buy online, and endeavors to offer its customers the lowest possible prices. Amazon.com and other sellers list millions of unique new and used items in categories such as apparel and accessories, electronics, computers, kitchenware and housewares, books, music, DVDs, videos, cameras and photo items, toys, baby items and baby registry, software, computer and video games, cell phones and service, tools and hardware, magazine subscriptions and outdoor living items.

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

 AMAZON.COM, INC.                 Consolidated Statements of Cash Flows                            (in thousands)                              (unaudited)                                                   Three Months Ended                                                        March 31,                                                     2003      2002                                                   --------  --------CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     $738,254 $540,282OPERATING ACTIVITIES:Net loss                                            (10,121)  (23,150)Adjustments to reconcile net loss to net cash used in operating activities:  Depreciation of fixed assets and other   amortization                                      19,750    20,940  Stock-based compensation                           27,323    10,931  Equity in losses of equity-method investees, net      436     1,744  Amortization of other intangibles                     912     1,979  Gain on sale of marketable securities, net         (3,980)     (376)  Remeasurement of 6.875% PEACS and other            21,798    (5,516)  Non-cash interest expense and other                 7,877     7,061  Cumulative effect of change in accounting   principle                                              -      (801)Changes in operating assets and liabilities:  Inventories                                        30,625     4,674  Accounts receivable, net and other current assets  27,233    (3,320)  Accounts payable                                 (226,605) (128,286)  Accrued expenses and other current liabilities    (87,065)  (65,861)  Increases to unearned revenue                      22,968    28,716  Amortization of previously unearned revenue       (27,905)  (37,333)  Interest payable                                  (55,028)  (52,435)                                                   --------  --------Net cash used in operating activities              (251,782) (241,033)INVESTING ACTIVITIES:Sales and maturities of marketable securities and other investments                                  208,955   136,575Purchases of marketable securities                 (233,055) (134,227)Purchases of fixed assets, including internal-use software and Web-site development                   (6,394)   (4,854)                                                   --------  --------      Net cash used in investing activities         (30,494)   (2,506)FINANCING ACTIVITIES:Proceeds from exercise of stock options and other    38,555     7,409Repayment of capital lease obligations and other     (3,221)   (4,563)                                                   --------  --------      Net cash provided by financing       activities                                    35,334     2,846Effect of exchange-rate changes on cash and cash equivalents                                          4,461    (2,900)                                                   --------  --------Net decrease in cash and cash equivalents          (242,481) (243,593)                                                   --------  --------CASH AND CASH EQUIVALENTS, END OF PERIOD           $495,773 $296,689                                                   ========  ========SUPPLEMENTAL CASH FLOW INFORMATION:Fixed assets acquired under capital leases and other financing arrangements                          $661 $924Cash paid for interest                               84,215    80,483Note:  The attached "Financial and Operational Highlights" are anintegral part of the press release financial statements.                           AMAZON.COM, INC.                 Consolidated Statements of Operations                 (in thousands, except per share data)                              (unaudited)                                                  Three Months Ended                                                        March 31,                                                     2003      2002                                                   --------  --------Net sales                                        $1,083,559 $847,422Cost of sales                                       812,977   624,297                                                 ----------  --------Gross profit                                        270,582   223,125Operating expenses:  Fulfillment                                       103,705    89,815  Marketing                                          28,227    32,244  Technology and content                             50,088    55,497  General and administrative                         21,102    20,911  Stock-based compensation (1)                       27,323    10,931  Amortization of other intangibles                     912     1,979  Restructuring-related and other                         -     9,974                                                 ----------  --------          Total operating expenses                  231,357   221,351                                                 ----------  --------Income from operations                               39,225     1,774Interest income                                       6,540     5,652Interest expense                                    (36,511)  (35,244)Other income, net                                     2,859        95Remeasurement of 6.875% PEACS and other             (21,798)    5,516                                                 ----------  --------          Total non-operating expenses, net         (48,910)  (23,981)                                                 ----------  --------Loss before equity in losses of equity-method investees                                           (9,685)  (22,207)Equity in losses of equity-method investees, net       (436)   (1,744)                                                 ----------  --------Loss before change in accounting principle          (10,121)  (23,951)Cumulative effect of change in accounting principle                                                -       801                                                 ----------  --------Net loss                                           $(10,121) $(23,150)                                                 =========== =========Basic and diluted loss per share:  Prior to cumulative effect of change in   accounting principle                              $(0.03)   $(0.06)  Cumulative effect of change in accounting   principle                                              -         -                                                 ----------  --------                                                     $(0.03)   $(0.06)                                                 =========== =========Shares used in computation of loss per share:  Basic and diluted                                 388,541   373,031                                                 =========== =========(1) Components of stock-based compensation:  Fulfillment                                        $6,985 $1,771  Marketing                                             979       874  Technology and content                             14,216     5,825  General and administrative                          5,143     2,461                                                 ----------  --------                                                    $27,323 $10,931                                                 =========== =========Note:  The attached "Financial and Operational Highlights" are anintegral part of the press release financial statements.                           AMAZON.COM, INC.                  Pro Forma Statements of Operations                 (in thousands, except per share data)                              (unaudited)                                 Three Months Ended                                    March 31, 2003                       ---------------------------------------                       As Reported     Pro Forma                          (1)         Adjustments    Pro Forma                       ----------     -----------   ----------Net sales              $1,083,559          $-       $1,083,559Cost of sales             812,977           -          812,977                       ----------     ----------    ----------Gross profit              270,582           -          270,582Operating expenses: Fulfillment              103,705           -          103,705 Marketing                 28,227           -           28,227 Technology and  content                  50,088           -           50,088 General and  administrative           21,102           -           21,102 Stock-based  compensation             27,323     (27,323)               - Amortization of  other  intangibles                 912        (912)               - Restructuring-  related and  other                         -           -                -                       ----------     ----------    ----------   Total    operating     expenses             231,357     (28,235)         203,122                       ----------     ----------    ----------Income from operations                39,225      28,235           67,460Interest income             6,540           -            6,540Interest expense          (36,511)          -          (36,511)Other income, net           2,859           -            2,859Remeasurement of 6.875% PEACS and  other                   (21,798)     21,798                -                       ----------     ----------    ---------- Total non-operating  expenses, net           (48,910)     21,798          (27,112)                       ----------     ----------    ----------Income (loss) before equity in  losses of   equity-method    investees              (9,685)     50,033           40,348Equity in losses of equity-method  investees, net             (436)        436                -                       ----------     ----------    ----------Income (loss) before change in  accounting principle                (10,121)     50,469           40,348Cumulative effect of change in  accounting   principle                    -           -                -                       ----------    -----------   -----------Net income (loss)        $(10,121)    $50,469 $40,348                       ===========   ===========   ===========Net cash used in operating  activities            $(251,782)                   $(251,782)                       ===========                 ===========Basic income (loss) per  share: Prior to  cumulative effect of   change in    accounting     principle             $(0.03)      $0.13 $0.10 Cumulative  effect of   change in    accounting     principle                  -           -                -                       ----------    -----------    -----------                           $(0.03)      $0.13 $0.10                       ===========   ===========    ===========Diluted income (loss) per  share: Prior to  cumulative   effect of    change in     accounting      principle            $(0.03)      $0.13 $0.10 Cumulative  effect of   change in    accounting     principle                  -           -                -                       ----------     ----------    ----------                           $(0.03)      $0.13 $0.10                       ===========   ========      ===========Shares used in computation of income (loss) per  share: Basic                    388,541                      388,541                       ===========                 =========== Diluted                  388,541                      411,091                       ===========                 ===========    (1) In accordance with accounting principles generally accepted inthe United States.Note:  The attached "Financial and Operational Highlights" are an integral part of the press release financial statements.                                         Three Months Ended                                            March 31, 2002                                 -----------------------------------                                 As Reported   Pro Forma                                      (1)     Adjustments  Pro Forma                                 ----------   -----------  ---------Net sales                          $847,422         $-      $847,422Cost of sales                       624,297          -       624,297                                   --------   --------      --------Gross profit                        223,125          -       223,125Operating expenses: Fulfillment                         89,815          -        89,815 Marketing                           32,244          -        32,244 Technology and content              55,497          -        55,497 General and administrative          20,911          -        20,911 Stock-based compensation            10,931    (10,931)            - Amortization of other  intangibles                         1,979     (1,979)            - Restructuring-related and  other                               9,974     (9,974)            -                                   --------   --------      --------       Total operating expenses     221,351    (22,884)      198,467                                   --------   --------      --------Income from operations                1,774     22,884        24,658Interest income                       5,652          -         5,652Interest expense                    (35,244)         -       (35,244)Other income, net                        95          -            95Remeasurement of 6.875% PEACS and other                            5,516     (5,516)            -                                   --------   --------      --------       Total non-operating        expenses, net               (23,981)    (5,516)      (29,497)                                   --------   --------      --------Income (loss) before equity in losses of equity-method investees                          (22,207)    17,368        (4,839)Equity in losses of equity- method investees, net               (1,744)     1,744             -                                   --------   --------      --------Income (loss) before change in accounting principle               (23,951)    19,112        (4,839)Cumulative effect of change in accounting principle                   801       (801)            -                                   --------   --------      --------Net income (loss)                  $(23,150)   $18,311       $(4,839)                                ===========   ========    ===========Net cash used in operating activities                       $(241,033)               $(241,033)                                ===========               ===========Basic income (loss) per share: Prior to cumulative effect of  change in accounting  principle                          $(0.06)     $0.05        $(0.01) Cumulative effect of change in  accounting principle                    -          -             -                                -----------   --------     ----------                                     $(0.06)     $0.05        $(0.01)                                ===========   ========     ==========Diluted income (loss) per share: Prior to cumulative effect of  change in accounting  principle                          $(0.06)     $0.05        $(0.01) Cumulative effect of change in  accounting principle                    -          -             -                                -----------   --------     ----------                                     $(0.06)     $0.05        $(0.01)                                ===========   ========     ==========Shares used in computation of income (loss) per share: Basic                              373,031                  373,031                                ===========                ========== Diluted                            373,031                  373,031                                ===========                ==========    (1) In accordance with accounting principles generally accepted inthe United States.Note:  The attached "Financial and Operational Highlights" are an integral part of the press release financial statements.                           AMAZON.COM, INC.                          Segment Information                            (in thousands)                              (unaudited)                                                   Three Months Ended                                                         March 31,                                                   ------------------                                                     2003      2002North America                                      --------  --------  Net sales                                        $704,712 $621,303  Cost of sales                                     517,880   447,781                                                   --------  --------  Gross profit                                      186,832   173,522  Direct segment operating expenses                 135,171   138,096                                                   --------  --------  Segment operating income                           51,661    35,426International  Net sales                                         378,847   226,119  Cost of sales                                     295,097   176,516                                                   --------  --------  Gross profit                                       83,750    49,603  Direct segment operating expenses                  67,951    60,371                                                   --------  --------  Segment operating income (loss)                    15,799   (10,768)Consolidated  Net sales                                       1,083,559   847,422  Cost of sales                                     812,977   624,297                                                   --------  --------  Gross profit                                      270,582   223,125  Direct segment operating expenses                 203,122   198,467                                                   --------  --------  Segment operating income                           67,460    24,658  Stock-based compensation                           27,323    10,931  Amortization of other intangibles                     912     1,979  Restructuring-related and other                         -     9,974                                                   --------  --------  Income from operations                             39,225     1,774  Total non-operating expenses, net                 (48,910)  (23,981)  Equity in losses of equity-method investees, net     (436)   (1,744)  Cumulative effect of change in accounting   principle                                              -       801                                                   --------  --------  Net loss                                         $(10,121) $(23,150)                                                   ========  ========Segment Highlights:  Y / Y net sales growth:   North America                                         13%        9%   International                                         68        71   Consolidated                                          28        21  Y / Y gross profit growth:   North America                                          8        12   International                                         69        77   Consolidated                                          21        22  Gross margin:   North America                                         27        28   International                                         22        22   Consolidated                                          25        26  Operating margin:   North America                                          7         6   International                                          4        (5)   Consolidated                                           6         3  Net sales mix:   North America                                         65        73   International                                         35        27Note:  The attached "Financial and Operational Highlights" are an integral part of the press release financial statements.                           AMAZON.COM, INC.                   Supplemental Revenue Information                            (in thousands)                              (unaudited)                                                   Three Months Ended                                                        March 31,                                                   ------------------                                                     2003      2002                                                   --------  --------North America  Media                                            $517,259 $471,343  Electronics and other general merchandise         168,145   127,644  Other                                              19,308    22,316                                                   --------  --------                                                    704,712   621,303International  Media                                             355,712   214,269  Electronics and other general merchandise          22,863    11,358  Other                                                 272       492                                                   --------  --------                                                    378,847   226,119Consolidated  Media                                             872,971   685,612  Electronics and other general merchandise         191,008   139,002  Other                                              19,580    22,808                                                ----------- ---------                                                 $1,083,559 $847,422                                                =========== =========Y / Y Revenue Growth:North America:  Media                                                  10%        8%  Electronics and other general merchandise              32        11  Other                                                 (13)       32International:  Media                                                  66        63  Electronics and other general merchandise             101     1,054  Other                                                 (45)       --Consolidated:  Media                                                  27        21  Electronics and other general merchandise              37        20  Other                                                 (14)       35Consolidated Revenue Mix:  Media                                                  80        81  Electronics and other general merchandise              18        16  Other                                                   2         3Note:  The attached "Financial and Operational Highlights" are an integral part of the press release financial statements.                           AMAZON.COM, INC.                      Consolidated Balance Sheets                 (in thousands, except per share data)                              (unaudited)                                                  March      December                                                    31,         31,                                                   2003        2002                                                ---------    --------ASSETSCurrent assets:   Cash and cash equivalents                     $495,773 $738,254   Marketable securities                          586,779     562,715   Inventories                                    173,030     202,425   Accounts receivable, net and other current    assets                                         88,914     112,282                                                ---------    --------      Total current assets                      1,344,496   1,615,676Fixed assets, net                                 228,279     239,398Goodwill, net                                      70,811      70,811Other intangibles, net                              2,548       3,460Other equity investments                           13,453      15,442Other assets                                       46,346      45,662                                               ----------  ----------      Total assets                             $1,705,933 $1,990,449                                               ==========  ==========LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:   Accounts payable                              $393,696 $618,128   Accrued expenses and other current    liabilities                                   234,194     314,935   Unearned revenue                                42,979      47,916   Interest payable                                16,632      71,661   Current portion of long-term debt and other     11,078      13,318                                               ----------  ----------      Total current liabilities                   698,579   1,065,958Long-term debt and other                        2,296,418   2,277,305Commitments and contingenciesStockholders' deficit:   Preferred stock, $0.01 par value:       Authorized shares -- 500,000       Issued and outstanding shares -- none            -           -   Common stock, $0.01 par value:       Authorized shares -- 5,000,000       Issued and outstanding shares -- 391,609        and 387,906, respectively                   3,916       3,879   Additional paid-in capital                   1,714,616   1,649,946   Deferred stock-based compensation               (5,420)     (6,591)   Accumulated other comprehensive income          17,655       9,662   Accumulated deficit                         (3,019,831) (3,009,710)                                               ----------  ----------      Total stockholders' deficit              (1,289,064) (1,352,814)                                               ----------  ----------       Total liabilities and stockholders'        deficit                                $1,705,933 $1,990,449                                              =========== ===========Note:  The attached "Financial and Operational Highlights" are an integral part of the press release financial statements.                           AMAZON.COM, INC.        Supplemental Financial Information and Business Metrics                 (in millions, except per share data)                              (unaudited)                                                                Y / Y                                Q1     Q2     Q3     Q4     Q1    %                               2002   2002   2002   2002   2003 Change                              ------  -----  -----  ----- ----- ------Results of OperationsNet sales                      $847 $806 $851 $1,429 $1,084    28%Net sales -- trailing twelve months (TTM)                $3,269 $3,407 $3,619 $3,933 $4,169    28%Net sales shipped outside the U.S. -- % of net sales      34%    34%    36%    37%    41%  N/AGross profit                   $223 $218 $216 $335 $271    21%Gross margin -- % of net sales                         26.3%  27.1%  25.4%  23.5%  25.0%  N/AGross profit -- TTM            $839 $878 $932 $993 $1,040    24%Gross margin -- TTM % of net sales                         25.7%  25.8%  25.7%  25.2%  24.9%  N/AFulfillment costs -- % of net sales                         10.6%  10.6%  10.6%   8.9%   9.6%  N/AFulfillment costs -- TTM % of net sales                     11.2%  10.7%  10.4%  10.0%   9.7%  N/AConsolidated direct segment operating expenses            $198 $192 $189 $233 $203     2%Consolidated direct segment operating expenses -- TTM     $811 $795 $795 $813 $817     1%Consolidated segment operating income               $25 $26 $27 $102 $67   174%Consolidated segment operating margin -- % of net sales                          2.9%   3.2%   3.2%   7.1%   6.2%  N/AConsolidated segment operating income -- TTM        $28 $82 $137 $180 $223   689%Consolidated segment operating margin -- TTM % of net sales                      0.9%   2.4%   3.8%   4.6%   5.3%  N/AGAAP operating income (loss)     $2 $1   $(10)   $71 $39 2,111%GAAP operating margin -- % of net sales                      0.2%   0.2% (1.1%)   4.9%   3.6%  N/AGAAP operating income (loss) -- TTM                       $(194)  $(53)    $8 $64 $102   N/AGAAP operating margin -- TTM % of net sales               (5.9%) (1.5%)   0.2%   1.6%   2.4%  N/AGAAP net income (loss)         $(23)  $(94)  $(35)    $3   $(10) (56%)GAAP net income (loss) per share                       $(0.06)$(0.25)$(0.09) $0.01 $(0.03) (50%)GAAP net loss -- TTM          $(356) $(281) $(147) $(149) $(136) (62%)North America segment:  Net sales                    $621 $586 $587 $967 $705    13%  Net sales -- TTM           $2,513 $2,561 $2,647 $2,761 $2,845    13%  Gross profit                 $174 $170 $155 $243 $187     8%  Gross margin -- % of North   America net sales             28%    29%    26%    25%    27%  N/A  Gross profit -- TTM          $676 $696 $717 $741 $754    12%  Gross margin -- TTM % of   North America net sales       27%    27%    27%    27%    27%  N/A  Operating income              $35 $36 $26 $82 $52    46%  Operating margin -- % of   North America net sales        6%     6%     4%     9%     7%  N/A  Operating income -- TTM      $107 $141 $166 $180 $196    83%  Operating margin -- TTM %   of North America net sales     4%     5%     6%     7%     7%  N/AInternational segment:  Net sales                    $226 $219 $264 $462 $379    68%  Net sales -- TTM             $756 $847 $973 $1,172 $1,324    75%  Gross profit                  $50 $48 $61 $93 $84    69%  Gross margin -- % of   International net sales       22%    22%    23%    20%    22%  N/A  Gross profit -- TTM          $163 $182 $215 $252 $286    75%  Gross margin -- TTM % of   International net sales       22%    21%    22%    21%    22%  N/A  Operating income             $(11)  $(10)    $1 $20 $16   N/A  Operating margin -- % of   International net sales      (5%)   (4%)     0%     4%     4%  N/A  Operating income -- TTM      $(79)  $(58)  $(29)    $0 $27   N/A  Operating margin -- TTM %   of International net sales  (10%)   (7%)   (3%)     0%     2%  N/ANote:  The attached "Financial and Operational Highlights" are an integral part of this Supplemental Financial Information and Business Metrics.                           AMAZON.COM, INC.        Supplemental Financial Information and Business Metrics  (in millions, except inventory turnover, accounts payable days, and                            employee data)                              (unaudited)                                                                Y / Y                                Q1     Q2     Q3     Q4     Q1    %                               2002   2002   2002   2002   2003 Change                             ------  -----  -----  -----  ----- ------Supplemental North America Segment Revenue:  Media                        $471 $439 $436 $649 $517    10%  Media -- TTM               $1,845 $1,871 $1,930 $1,995 $2,041    11%  Electronics and other   general merchandise         $128 $130 $133 $290 $168    32%  Electronics and other   general merchandise -- TTM  $590 $610 $633 $681 $722    22%  Other                         $22 $17 $18 $28 $19  (13%)  Other -- TTM                  $78 $80 $84 $85 $82     6%Supplemental International Segment Revenue:  Media                        $214 $209 $250 $431 $356    66%  Media -- TTM                 $729 $811 $925 $1,104 $1,245    71%  Electronics and other   general merchandise          $11 $10 $14 $31 $23   101%  Electronics and other   general merchandise -- TTM   $27 $35 $45 $66 $77   192%  Other                          $0 $1 $1 $0 $0  (45%)  Other -- TTM                   $1 $2 $2 $2 $2    71%Supplemental Worldwide Revenue:  Media                        $686 $648 $686 $1,079 $873    27%  Media -- TTM               $2,574 $2,682 $2,855 $3,099 $3,286    28%  Electronics and other   general merchandise         $139 $140 $147 $321 $191    37%  Electronics and other   general merchandise -- TTM  $617 $644 $679 $747 $799    30%  Other                         $23 $18 $18 $29 $20  (14%)  Other -- TTM                  $79 $81 $86 $87 $84     7%Balance SheetCash and marketable securities                    $745 $824 $866 $1,301 $1,083    45%Inventory, net                 $139 $127 $152 $202 $173    24%Inventory -- % of TTM net sales                            4%     4%     4%     4%     4%  N/AInventory turnover -- TTM      17.4   18.9   19.4   19.3   19.7    13%Fixed assets, net              $256 $249 $239 $239 $228  (11%)Accounts payable days -- ending                          45     46     50     52     44   (4%)Cash FlowsOperating cash flow -- TTM      $46 $48 $151 $174 $164   254%Purchases of fixed assets -- TTM                            $36 $33 $31 $39 $41    14%Free cash flow (operating cash flow less purchases of fixed assets) -- TTM           $10 $16 $120 $135 $123 1,078%OtherCommon shares and stock-based awards outstanding             437    430    430    433    432   (1%)Common shares outstanding       375    380    381    388    392     4%Stock-based employee awards outstanding                     62     50     48     45     41  (35%)Stock-based employee awards outstanding -- % of common shares outstanding              17%    13%    13%    12%    10%  N/AEmployees (full-time and part-time)                   7,900  7,700  7,800  7,500  7,700   (3%)Note:  The attached "Financial and Operational Highlights" are an integral part of this Supplemental Financial Information and Business Metrics.                           AMAZON.COM, INC.                 Financial and Operational Highlights                              (unaudited)

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

    Net Sales    --  Net sales benefited by approximately $51 million from changes        in foreign exchange rates compared with first quarter 2002.    --  Shipping revenue, which excludes amounts earned from        third-party sellers, was approximately $78 million, down from        $89 million.    Gross Profit    --  Gross profit benefited by approximately $11 million, and        consolidated segment operating profit by approximately $4        million, from changes in foreign exchange rates compared with        first quarter 2002.    --  Shipping loss was approximately $27 million, up from a loss of        $1 million. We continue to measure our shipping results        relative to their effect on our overall financial results,        with the viewpoint that shipping promotions are an effective        marketing tool. We intend to continue offering our customers        free shipping alternatives, which will reduce shipping revenue        as a percentage of sales and negatively affect gross margins.    Fulfillment    --  Fulfillment costs represent those costs incurred in operating        and staffing our fulfillment and customer service centers,        credit card fees and bad debt costs. Fulfillment costs also        include amounts paid to third-party cosourcers, who assist us        in fulfillment and customer service operations. Certain of our        fulfillment-related costs incurred on behalf of other        businesses, such as Toysrus.com and Target Corporation, are        classified as cost of sales rather than fulfillment.    Stock-Based Compensation    --  Stock based compensation consisted of $21 million for employee        stock awards under variable accounting and $6 million for        employee restricted stock units and restricted stock awards        under fixed accounting.    --  At March 31, 2003, outstanding stock awards consisted of 38        million stock options ($12 average exercise price), 3 million        restricted stock units and 1 million shares of restricted        stock.    --  Stock options and restricted stock units are excluded from        common stock outstanding, whereas grants of restricted stock        are included in common stock outstanding.    --  Under our restricted stock unit program, which commenced in        the fourth quarter 2002, we award restricted stock units as        our primary vehicle for equity compensation. Restricted stock        units are measured at fair value on the date of grant based on        the number of shares granted and the quoted price of our        common stock. Such value is recognized as an expense over the        corresponding service period. To the extent that restricted        stock units are forfeited prior to vesting, the corresponding        previously recognized expense is reversed as an offset to        stock-based compensation.    --  At March 31, 2003, 3 million stock awards are subject to        variable accounting, of which 2 million options granted under        the January 2001 exchange offer are scheduled to expire in the        third quarter of 2003. Beginning in January 2003, any new        stock option grants are subject to variable accounting        treatment.    --  Under variable stock option accounting, we will incur        unpredictable charges or credits dependent on the fluctuations        in market prices of our common stock, which we are unable to        forecast. For example, if at the end of any quarter the quoted        price of our common stock is lower than the quoted price at        the end of the previous quarter, or to the extent        previously-recorded amounts relate to unvested portions of        options that were cancelled, compensation expense associated        with variable accounting will be recalculated using the        cumulative expense method and may result in a net benefit to        our results of operations.    --  Using the following hypothetical market prices of our common        stock above and below our March 31, 2003 closing price of        $26.03, our hypothetical stock-based compensation expense for        the three months ended March 31, 2003 would have been affected        by variable accounting treatment as follows (in millions,        except percentages and per share amounts):                                                         Hypothetical                                                              vs.                           Hypothetical     Hypothetical Actual Stock-                               Market        Stock-Based    Based  Percentage Difference   Price per Share   Compensation  Compensation    Closing Price (1)           (1)            Expense      Expense----------------------------------------------------------------------        (15)%                  $22.13 $19           $(8)        (10)%                   23.43            22            (6)          0 %                   26.03            27(2)         --         10 %                   28.63            33             6         15 %                   29.93            36             8

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

(1) Hypothetical--not a prediction of future performance of quoted prices of our common stock.

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

    Restructuring-Related and Other    --  As previously disclosed, in the first quarter 2001 we        announced and began implementation of our operational        restructuring plan. The restructuring plan is complete;        however, we may adjust our restructuring-related estimates in        the future, if necessary.    --  Cash payments resulting from our operational restructuring        were $16 million, compared with $14 million in the first        quarter 2002. In December 2002, we reached a termination        agreement with the landlord of our leased fulfillment center        facility in McDonough, Georgia. This agreement resulted in $12        million of cash payments in the first quarter 2003, including        $8 million associated with the termination agreement and $4        million associated with restoration costs. No further payments        are required relating to the McDonough, Georgia facility.    --  We estimate, based on currently available information, the        remaining net cash outflows associated with        restructuring-related leases and other commitments will be $9        million in the remainder of 2003, $13 million in 2004, and $19        million thereafter. Amounts due within 12 months are included        within accrued expenses and other current liabilities and the        remaining amounts within long-term debt and other on our        balance sheet. These amounts are net of anticipated sublease        income of approximately $47 million (we have signed sublease        agreements on $10 million in future payments) on gross lease        obligations of $87 million.    Other Income, Net    --  Other income, net primarily consisted of net gains on sales of        marketable securities of $4 million, compared with less than        $1 million in the first quarter 2002.    Remeasurement of 6.875% PEACS and Other    --  Remeasurement of 6.875% PEACS and other, primarily consisted        of foreign-currency losses on remeasurement of 6.875% PEACS        from Euros to U.S. Dollars of $25 million, compared with gains        of $6 million in the first quarter 2002.    Income Taxes    --  At March 31, 2003, we had net operating loss carryforwards        (NOLs) of approximately $2.5 billion related to U.S. federal,        state and foreign jurisdictions. Utilization of NOLs, which        begin to expire at various times starting in 2010, may be        subject to certain limitations. Approximately $1.2 billion of        our NOLs relate to tax deductible stock-based compensation in        excess of amounts recognized for financial reporting        purposes--to the extent any of this amount is realized, the        resulting benefit will be credited to stockholders' equity,        rather than results of operations.    Net Loss    --  Although we reported a $13 million improvement in our net        loss, we believe that this improvement is not necessarily        predictive of future trends for a variety of reasons. For        example, we are unable to forecast the effect on our future        reported results of certain items, including the stock-based        compensation charges or credits associated with variable        accounting treatment on certain stock awards that result from        fluctuations in our stock price and the gain or loss        associated with the remeasurement of our 6.875% PEACS that        results from fluctuations in foreign exchange rates. These        items represented significant charges during the first quarter        of 2003 and may result in significant charges or credits in        future periods.    Financial Condition    --  Our cash, cash equivalents and marketable securities, at        estimated fair value, consist of the following at March 31,        2003 (in millions):        Cash                                                     $204        Commercial paper and short-term obligations               292                                                             --------          Cash and cash equivalents                               496                                                             --------        U.S. Treasury notes and bonds                             271        Asset-backed and agency securities                        245        Corporate notes and bonds                                  44        Certificates of deposit, commercial paper, short-term         obligations and equity securities                         27                                                             --------          Marketable securities (1)                               587                                                             --------                                                               $1,083                                                             ========

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(1) We have pledged approximately $105 million as collateral for property leases and other contractual obligations, compared with $158 million at March 31, 2002.

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

                                 Principal     Interest   Principal                                at Maturity      Rate      Due Date                                -------------------------------------Senior Discount Notes             $264 (1)     10.000%     May 2008Convertible Subordinated Notes                           1,250 (2)      4.750%   February 2009PEACS                              753 (3)      6.875%   February 2010                                ------                                $2,267                                ======

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(1) We announced that on May 28, 2003, we will redeem our Senior Discount Notes at a redemption price of $277 million, a 5% premium over the principal amount of $264 million. We will record a charge of approximately $15 million, classified in non-operating expenses in the second quarter 2003, consisting of the $13 million premium and $2 million of unamortized debt issuance costs. Accrued interest from May 1, 2003 to May 27, 2003 will also be payable at redemption.

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

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

    Certain Definitions and Other    --  We present segment information along two lines: North America        and International. We measure operating results of our        segments using an internal performance measure of direct        segment operating expenses that excludes stock-based        compensation, amortization of goodwill and other intangibles,        and restructuring-related and other charges, each of which are        not allocated to segment results. All other centrally-incurred        operating costs are fully allocated to segment results. There        are no internal revenue transactions between our reporting        segments.    --  The North America segment consists of amounts earned from        retail sales of consumer products through www.amazon.com and        www.amazon.ca (including from third-party sellers), from North        America focused Syndicated Stores and mail-order catalogs and        from non-retail activities such as North America focused        Merchant.com, marketing and promotional agreements.    --  The International segment consists of amounts earned from        retail sales of consumer products through www.amazon.co.uk,        www.amazon.de, www.amazon.fr and www.amazon.co.jp (including        from third-party sellers), from internationally focused        Syndicated Stores and from non-retail activities such as        internationally focused marketing and promotional agreements.        This segment includes export sales from www.amazon.co.uk,        www.amazon.de, www.amazon.fr and www.amazon.co.jp (including        export sales from these sites to customers in the U.S. and        Canada), but excludes export sales from www.amazon.com and        www.amazon.ca. Operating results for the International segment        are affected by movements in foreign exchange rates.    --  We have also provided supplemental revenue information within        each segment for three categories: "Media", "Electronics and        other general merchandise" and "Other." Media consists of        amounts earned from retail sales from all sellers of books,        music, DVD/video, magazine subscriptions, software and video        games. Electronics and other general merchandise consists of        amounts earned from retail sales from all sellers of items not        included in Media, such as electronics, toys, home        improvement, home and garden, and apparel. The Other category        consists of non-retail activities, such as the Merchant.com        program and miscellaneous marketing and promotional        activities.    --  All references to customers mean customer accounts, which are        unique e-mail addresses, established either when a customer's        initial order is shipped or when a customer orders from        certain third-party sellers on our Web sites. Customer        accounts include customers of Amazon Marketplace, Auctions and        zShops and our Merchants@ and Syndicated Stores Programs, but        exclude Merchant.com Program customers, Amazon.com Payments        customers, our catalog customers and the customers of select        companies with whom we have a technology alliance or marketing        and promotional relationships. A customer is considered active        upon placing an order.    --  All references to units mean units sold (net of returns and        cancellations) by us and third-party sellers at Amazon.com        domains worldwide--such as www.amazon.com, www.amazon.ca,        www.amazon.fr, www.amazon.co.uk, www.amazon.de and        www.amazon.co.jp--and at Syndicated Stores domains, as well as        Amazon.com-owned items sold at non-Amazon.com domains, such as        books, music and DVD/video items ordered from Amazon.com's        store at www.target.com. Units do not include Amazon.com gift        certificates.    CONTACT: Amazon.com             Investor Relations:             Tim Halladay, 206/266-2171             ir@amazon.com             or             Public Relations:             Bill Curry, 206/266-7180    SOURCE: Amazon.Com