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SEATTLE--(BUSINESS WIRE)--Oct. 25, 2005--Amazon.com, Inc. (NASDAQ:AMZN) today announced financial results for its third quarter ended September 30, 2005.

Operating cash flow grew 35% to $661 million for the trailing twelve months, compared with $490 million for the trailing twelve months ended September 30, 2004. Free cash flow grew 13% to $475 million for the trailing twelve months, compared with $420 million for the trailing twelve months ended September 30, 2004. As previously announced in August 2005, the Company settled a patent lawsuit on terms including a previously unanticipated one-time payment of $40 million in third quarter 2005. Excluding this payment, free cash flow would have grown 22% to $515 million for the trailing twelve months.

Common shares outstanding plus shares underlying stock-based awards outstanding totaled 438 million at September 30, 2005, compared with 434 million a year ago.

Net sales increased 27% to $1.86 billion in the third quarter, compared with $1.46 billion in third quarter 2004. Excluding the $7 million unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter, net sales grew 28% compared with third quarter 2004.

Operating income decreased 32% to $55 million in the third quarter, compared with $81 million in third quarter 2004. Excluding the negative impact of the $40 million legal settlement, operating income would have increased 17% to $95 million.

Net income was $30 million in the third quarter, or $0.07 per diluted share, compared with net income of $54 million, or $0.13 per diluted share in third quarter 2004, which includes $21 million in income tax expense, compared with $3 million income tax expense in third quarter 2004. Excluding the negative impact of the $40 million legal settlement -- $20 million after tax -- net income would have been $50 million or $0.12 per diluted share.

"For $79 a year, Amazon Prime members get 'all-you-can-eat' free express shipping," said Jeff Bezos, founder and CEO of Amazon.com. "Customers continue to join Amazon Prime and we anticipate even higher enrollment rates as we get closer to the holidays."

Amazon Prime, Amazon.com's first-ever membership program, was introduced February 2005. For a flat membership fee of $79 per year, Amazon Prime members get unlimited, express two-day shipping for free, with no minimum purchase requirement on over a million eligible items sold by Amazon.com. Members can order as late as 6:30 p.m. ET and still get their order the next day for only $3.99 per item, and can share the benefits of Amazon Prime with up to four family members living in their household. Sign up for Amazon Prime at www.amazon.com/prime.

Highlights

-- North America segment sales, representing the Company's U.S. and Canadian sites, were $1.04 billion, up 28% from third quarter 2004. Segment operating income increased 16% to $66 million in third quarter 2005 from $57 million in third quarter 2004.

-- North America Other revenue, which includes Amazon Services' Merchant.com program, increased to $53 million in third quarter 2005.

-- International segment sales, representing the Company's U.K., German, French, Japanese, and Chinese sites, were $817 million, up 26% from third quarter 2004. Excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter, net sales growth was 28%. Segment operating income increased 46% to $55 million in third quarter 2005 from $38 million in third quarter 2004.

-- International segment sales increased to 45% of worldwide net sales on a trailing twelve-month basis, up from 43% for the twelve months ended September 30, 2004.

-- Worldwide Electronics & Other General Merchandise sales grew 43% to $491 million in third quarter 2005, and increased to 26% of worldwide net sales, compared with 24% for third quarter 2004.

-- The Company sold over 1.6 million copies of Harry Potter and the Half-Blood Prince worldwide in third quarter 2005, making it Amazon.com's largest new product release.

-- A9.com, a subsidiary of Amazon.com, launched A9.com Maps, a new service that shows users an interactive map and over 35 million corresponding street-level images in a single interface in 24 cities.

-- Customers shopping at www.amazon.co.uk now qualify for free shipping on orders of GBP 15 or more, down from the prior threshold of GBP 19.

-- In the aftermath of Hurricane Katrina, Amazon customers used the Company's 1-click(R) technology to contribute more than $12 million for American Red Cross relief efforts.

Financial Guidance

The following forward-looking statements reflect Amazon.com's expectations as of October 25, 2005. Results may be materially affected by many factors, such as fluctuations in foreign exchange rates, changes in global economic conditions and consumer spending, world events, the rate of growth of the Internet and online commerce, and the various factors detailed below.

Fourth Quarter 2005 Guidance

-- Net sales are expected to be between $2.86 billion and $3.16 billion, or grow between 13% and 24%, compared with fourth quarter 2004.

-- Operating income is expected to be between $135 million and $210 million, or between (17%) decline and 29% growth, compared with fourth quarter 2004. This guidance includes $30 million for stock-based compensation and amortization of intangible assets, and assumes, among other things, that no additional intangible assets are recorded, and that there are no further revisions to stock-based compensation or restructuring-related estimates.

Full Year 2005 Guidance

-- Net sales are expected to be between $8.373 billion and $8.673 billion, or grow between 21% and 25%, compared with 2004.

-- Operating income is expected to be between $403 million and $478 million, or between (9%) decline and 8% growth, compared with 2004. This guidance includes $144 million for stock-based compensation, amortization of intangible assets and the $40 million legal settlement, and assumes, among other things, that no additional intangible assets are recorded and that there are no changes to stock-based compensation or restructuring-related estimates.

A conference call will be webcast live today at 2 p.m. PT/5 p.m. ET, and will be available for at least three months 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, in addition to the factors discussed above, 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, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of legal proceedings and claims, fulfillment center optimization, risks of inventory management, seasonality, the degree to which the Company enters into, maintains and develops commercial agreements, acquisitions and strategic transactions, and risks of fulfillment throughput and productivity. Other risks and uncertainties include, among others, risk of future losses, significant indebtedness, system interruptions, consumer trends, 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, 2004, and all subsequent filings.

About Amazon.com

Amazon.com (Nasdaq:AMZN), a Fortune 500 company based in Seattle, opened its virtual doors 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 customers the lowest possible prices. Amazon.com and third-party sellers offer millions of unique new, refurbished, and used items in categories such as health and personal care, jewelry and watches, gourmet food, sports and outdoors, apparel and accessories, books, music, DVDs, electronics and office, toys and baby, and home and garden.

Amazon.com and its affiliates operate seven retail websites: www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.co.jp, www.amazon.fr, www.amazon.ca, and www.joyo.com.

    As used herein, "Amazon.com," "we," "our" and similar termsinclude Amazon.com, Inc. and its subsidiaries, unless the contextindicates otherwise.                           AMAZON.COM, INC.                 Consolidated Statements of Cash Flows                             (in millions)                              (unaudited)                   Three Months      Nine Months       Twelve Months                       Ended            Ended              Ended                   September 30,     September 30,      September 30,                   -------------  -----------------  -----------------                    2005   2004      2005     2004      2005     2004                    ------ -----   -------- -------   -------- -------CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            $ 629  $ 701   $ 1,303  $ 1,102   $   746  $   666OPERATING ACTIVITIES:Net income            30     54       160      242       507      315Adjustments to reconcile net income to net cash provided by operating activities:  Depreciation of   fixed assets,   including   internal-use   software and   website   development,   and other   amortization       30     19        85       55       106       73  Stock-based   compensation       26      9        71       38        90       53  Other operating   expense (income)    -      5         3       (3)       (3)      (3)  Losses (gains) on   sales of   marketable   securities, net     -      -         -       (1)        -       (1)  Remeasurements and   other              (6)     5       (38)     (31)       (6)       5  Non-cash interest   expense and other   1      1         4        3         5        4  Deferred income   taxes              23     (4)      116      (12)     (128)     (13)  Cumulative effect   of change in   accounting   principle           -      -       (26)       -       (26)       -Changes in operating assets and liabilities:      -      -         -        -         -        -  Inventories        (76)   (70)       10      (61)      (98)    (104)  Accounts   receivable, net   and other current   assets            (12)   (18)        6       (9)       14      (25)  Accounts payable   147     96      (224)    (138)      201      161  Accrued expenses   and other current   liabilities        (5)     9       (30)     (53)        8       19  Additions to   unearned revenue   28     34        95       84       120      108  Amortization of   previously   unearned revenue  (32)   (27)      (87)     (76)     (118)    (102)  Interest payable    (1)     4       (42)     (29)      (11)       -                    -----  -----   -------  -------   -------  -------    Net cash     provided by     operating     activities      153    117       103        9       661      490INVESTING ACTIVITIES:Purchases of fixed assets, including internal-use software and website development         (76)   (29)     (149)     (52)     (186)     (70)Acquisitions, net of cash acquired     (4)   (71)      (24)     (71)      (24)     (71)Sales and maturities of marketable securities and other investments   163    395       653    1,007     1,072    1,239  Purchases of   marketable   securities       (289)  (380)   (1,027)  (1,136)   (1,475)  (1,257)                    -----  -----   -------  -------   -------  -------    Net cash used     in investing     activities     (206)   (85)     (547)    (252)     (613)    (159)FINANCING ACTIVITIES:Proceeds from exercises of stock options and other                23      8        42       43        59       73Proceeds from long-term debt and other            13      -        13        -        13        -Repayments of long-term debt and capital lease obligations          (6)    (1)     (272)    (157)     (272)    (364)                    -----  -----   -------  -------   -------  -------    Net cash     provided     by (used in)     financing     activities       30      7      (217)    (114)     (200)    (291)Foreign-currency effect on cash and cash equivalents          (6)     6       (42)       1         6       40                    -----  -----   -------  -------   -------  -------    Net increase     (decrease) in     cash and cash     equivalents     (29)    45      (703)    (356)     (146)      80                    -----  -----   -------  -------   -------  -------CASH AND CASH EQUIVALENTS, END OF PERIOD         $ 600  $ 746   $   600  $   746   $   600  $   746                    =====  =====   =======  =======   =======  =======SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest          $  21  $  21   $   105  $   108   $   105  $   111Cash paid for income taxes          6      2        11        3        12        3                           AMAZON.COM, INC.                 Consolidated Statements of Operations                 (in millions, except per share data)                              (unaudited)                                           Three Months   Nine Months                                               Ended         Ended                                           September 30, September 30,                                          ----------------------------                                            2005   2004   2005   2004                                           ------ ------ ------ ------Net sales                                 $1,858 $1,463 $5,513 $4,380Cost of sales                              1,395  1,107  4,141  3,322                                           ------ ------ ------ ------Gross profit                                 463    356  1,372  1,058Operating expenses(1): Fulfillment                                 171    138    495    392 Marketing                                    44     34    131    103 Technology and content                      121     69    319    199 General and administrative                   32     29    117     89 Other operating expense (income)             40      5     43     (3)                                           ------ ------ ------ ------       Total operating expenses              408    275  1,105    780                                           ------ ------ ------ ------Income from operations                        55     81    267    278Interest income                               12      7     30     19Interest expense                             (22)   (26)   (70)   (80)Other income (expense), net                    -      -      2      -Remeasurements and other                       6     (5)    38     31                                           ------ ------ ------ ------       Total non-operating income        (expense)                             (4)   (24)     -    (30)                                           ------ ------ ------ ------Income before income taxes                    51     57    267    248Provision for income taxes                    21      3    133      6                                           ------ ------ ------ ------Income before cumulative effect of change in accounting principle                      30     54    134    242Cumulative effect of change in accounting principle                                     -      -     26      -                                           ------ ------ ------ ------Net income                                $   30 $   54 $  160 $  242                                           ====== ====== ====== ======Basic earnings per share: Prior to cumulative effect of change in  accounting principle                    $ 0.07 $ 0.13 $ 0.33 $ 0.60 Cumulative effect of change in  accounting principle                         -      -   0.06      -                                           ------ ------ ------ ------                                          $ 0.07 $ 0.13 $ 0.39 $ 0.60                                           ====== ====== ====== ======Diluted earnings per share: Prior to cumulative effect of change in  accounting principle                    $ 0.07 $ 0.13 $ 0.32 $ 0.57 Cumulative effect of change in  accounting principle                         -      -   0.06      -                                           ------ ------ ------ ------                                          $ 0.07 $ 0.13 $ 0.38 $ 0.57                                           ====== ====== ====== ======Weighted average shares used in computation of earnings per share:  Basic                                      413    407    411    405                                           ====== ====== ====== ======  Diluted                                    428    425    426    424                                           ====== ====== ====== ======(1)Includes stock-based compensation as follows:  Fulfillment                             $    5 $    2 $   13 $    6  Marketing                                    2      -      5      3  Technology and content                      13      4     36     21  General and administrative                   6      3     17      8                                           ------ ------ ------ ------                                          $   26 $    9 $   71 $   38                                           ====== ====== ====== ======                           AMAZON.COM, INC.                         Segment Information                            (in millions)                             (unaudited)                                       Three Months    Nine Months                                          Ended           Ended                                      September 30,    September 30,                                      -------------- ----------------                                        2005    2004     2005    2004                                       ------  ------   ------  ------North America Net sales                            $1,041  $  816   $3,028  $2,455 Cost of sales                           749     593    2,179   1,786                                       ------  ------   ------  ------ Gross profit                            292     223      849     669 Direct segment operating expenses (1)   226     166      645     470                                       ------  ------   ------  ------ Segment operating income                 66      57      204     199International Net sales                               817     647    2,485   1,925 Cost of sales                           646     514    1,962   1,536                                       ------  ------   ------  ------ Gross profit                            171     133      523     389 Direct segment operating expenses (1)   116      95      346     275                                       ------  ------   ------  ------ Segment operating income                 55      38      177     114Consolidated Net sales                             1,858   1,463    5,513   4,380 Cost of sales                         1,395   1,107    4,141   3,322                                       ------  ------   ------  ------ Gross profit                            463     356    1,372   1,058 Direct segment operating expenses       342     261      991     745                                       ------  ------   ------  ------ Segment operating income                121      95      381     313 Stock-based compensation                (26)     (9)     (71)    (38) Other operating income (expense)        (40)     (5)     (43)      3                                       ------  ------   ------  ------ Income from operations                   55      81      267     278 Total non-operating income (expense),  net                                     (4)    (24)       -     (30) Provision for income taxes              (21)     (3)    (133)     (6) Cumulative effect of change in  accounting principle                     -       -       26       -                                       ------  ------   ------  ------ Net income                           $   30  $   54   $  160  $  242                                       ======  ======   ======  ======Segment Highlights: Y/Y net sales growth:  North America                           28%     15%      23%     16%  International                           26      52       29      60  Consolidated                            27      29       26      32 Y/Y gross profit growth:  North America                           31%     11%      27%     16%  International                           29      56       35      54  Consolidated                            30      24       30      27 Y/Y segment operating income growth:  North America                           16%    (8%)       3%     18%  International                           46     238       56     188  Consolidated                            28      29       22      50 Net sales mix:  North America                           56%     56%      55%     56%  International                           44      44       45      44(1) A significant majority of our costs for "Technology and content"    are incurred in the United States and most    of these costs are allocated to our North America segment.                           AMAZON.COM, INC.                  Supplemental Net Sales Information                            (in millions)                             (unaudited)                                       Three Months     Nine Months                                           Ended           Ended                                       September 30,   September 30,                                      --------------- ----------------                                        2005    2004     2005    2004                                       ------  ------   ------  ------North America Media                                $  684  $  564   $2,015  $1,704 Electronics and other general  merchandise                            304     228      863     679 Other                                    53      24      150      72                                       ------  ------   ------  ------                                       1,041     816    3,028   2,455International Media                                   629     530    1,917   1,601 Electronics and other general  merchandise                            187     116      565     322 Other                                     1       1        3       2                                       ------  ------   ------  ------                                         817     647    2,485   1,925Consolidated Media                                 1,313   1,094    3,932   3,305 Electronics and other general  merchandise                            491     344    1,428   1,001 Other                                    54      25      153      74                                       ------  ------   ------  ------                                      $1,858  $1,463   $5,513  $4,380                                       ======  ======   ======  ======Y/Y Net Sales Growth:North America: Media                                    21%     12%      18%     12% Electronics and other general  merchandise                             33      27       27      29 Other                                   122     (10)     108       -International: Media                                    19%     41%      20%     46% Electronics and other general  merchandise                             62     132       76     210 Other                                   177      17       85      76Consolidated: Media                                    20%     25%      19%     26% Electronics and other general  merchandise                             43      50       43      59 Other                                   123     (10)     107       1Consolidated Net Sales Mix: Media                                    71%     75%      71%     75% Electronics and other general  merchandise                             26      24       26      23 Other                                     3       2        3       2                           AMAZON.COM, INC.                      Consolidated Balance Sheets                 (in millions, except per share data)                                       September   December September                                           30,        31,       30,                                          2005       2004     2004                                       ----------  -------  ----------ASSETS                                (unaudited)         (unaudited)Current assets: Cash and cash equivalents            $      600  $ 1,303  $      746 Marketable securities                       819      476         439                                       ----------  -------  ----------    Cash, cash equivalents, and     marketable securities                 1,419    1,779       1,185 Inventories                                 456      480         357 Deferred tax assets, current portion         58       81           1 Accounts receivable, net and other  current assets                             188      199         150                                       ----------  -------  ----------            Total current assets           2,121    2,539       1,693Fixed assets, net                                 322      246         227Deferred tax assets, long-term portion                                     190      282          11Goodwill                                     159      139         138Other assets                                  40       42          40                                       ----------  -------  ----------            Total assets              $    2,832  $ 3,248  $    2,109                                       ==========  =======  ==========LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current liabilities: Accounts  payable                             $      876  $ 1,142  $      689 Accrued expenses and other current  liabilities                                340      361         269 Unearned revenue                             48       41          46 Interest payable                             32       74          44 Current portion of long-term debt  and other                                   17        2           3                                       ----------  -------  ----------            Total current liabilities      1,313    1,620       1,051Long-term debt and other                   1,513    1,855       1,780Commitments and contingenciesStockholders' Equity (Deficit): Preferred stock, $0.01 par value:  Authorized shares -- 500  Issued and outstanding shares --   none                                        -        -           - Common stock, $0.01 par value:  Authorized shares -- 5,000  Issued and outstanding shares  --   414, 410 and 407 shares                     4        4           4 Additional paid-in capital                2,215    2,123       1,979 Accumulated other comprehensive  income                                      13       32          28 Accumulated deficit                      (2,226)  (2,386)     (2,733)                                       ----------  -------  ----------            Total stockholders'             equity (deficit)                  6     (227)       (722)                                       ----------  -------  ----------            Total liabilities and             stockholders' equity             (deficit)                $    2,832  $ 3,248  $    2,109                                       ==========  =======  ==========                           AMAZON.COM, INC.        Supplemental Financial Information and Business Metrics                 (in millions, except per share data)                              (unaudited)----------------------------------------------------------------------                                                                 Y/Y %                     Q3 2004 Q4 2004 Q1 2005  Q2 2005  Q3 2005  Change                     -------------------------------------------------Cash Flows and SharesOperating cash flow -- trailing twelve months (TTM) (1)     $  490  $  567  $  523  $   624  $   661    35%Purchase of fixed assets (incl. internal-use software & website development) -- TTM  $   70  $   89  $  106  $   138  $   186   166%Free cash flow (operating cash flow less purchases of fixed assets) -- TTM (1)              $  420  $  477  $  417  $   486  $   475    13%Common shares and stock-based awards outstanding             434     434     434      438      438     1%Common shares outstanding             407     410     411      412      414     2%Stock-based awards outstanding              27      25      24       26       24   (10%)Stock-based awards outstanding -- % of common shares outstanding             6.5%    6.0%    5.7%     6.3%     5.8%   N/AResults of OperationsWorldwide (WW) net sales                $1,463  $2,541  $1,902  $ 1,753  $ 1,858    27%WW net sales -- Y/Y growth, excluding the effect of foreign exchange rates                  23.9%   26.2%   22.3%    24.6%    27.6%   N/AWW net sales --  TTM  $6,326  $6,921  $7,292  $ 7,658  $ 8,054    27%Gross profit          $  356  $  544  $  458  $   450  $   463    30%Gross margin -- % of WW net sales           24.3%   21.4%   24.1%    25.7%    24.9%   N/AGross profit -- TTM   $1,484  $1,602  $1,700  $ 1,809  $ 1,917    29%Gross margin -- TTM % of WW net sales        23.5%   23.1%   23.3%    23.6%    23.8%   N/AFulfillment costs, excluding stock- based compensation -- % of WW net sales    9.3%    8.0%    8.6%     8.7%     8.9%   N/AFulfillment costs, excluding stock- based compensation -- TTM % of WW net sales                   8.6%    8.5%    8.6%     8.6%     8.5%   N/AOperating income (1)  $   81  $  162  $  108  $   104  $    55   (32%)Operating margin -- % of WW net sales (1)     5.6%    6.4%    5.7%     6.0%     3.0%   N/AOperating income -- TTM (1)              $  416  $  440  $  438  $   456  $   430      3%Operating margin -- TTM % of WW net sales (1)               6.6%    6.4%    6.0%     6.0%     5.3%   N/ANet income (1) (2)    $   54  $  347  $   78  $    52  $    30   (45%)Net income per diluted share (1) (2)        $ 0.13  $ 0.82  $ 0.18  $  0.12  $  0.07   (45%)Net income -- TTM (1) (2)          $  315  $  588  $  555  $   531  $   507    61%Net income per diluted share -- TTM (1) (2)              $ 0.74  $ 1.39  $ 1.31  $  1.25  $  1.19    61%SegmentsNorth America Segment:  Net sales           $  816  $1,392  $1,027  $   960  $ 1,041    28%  Net sales -- Y/Y   growth, excluding   the effect of   foreign exchange   rates                15.0%   21.8%   21.1%    21.0%    27.4%   N/A  Net sales -- TTM    $3,597  $3,847  $4,027  $ 4,195  $ 4,420    23%  Gross profit        $  223  $  355  $  279  $   278  $   292    31%  Gross margin -- %   of North America   net sales            27.4%   25.5%   27.2%    29.0%    28.1%   N/A  Gross profit -- TTM $  958  $1,024  $1,077  $ 1,135  $ 1,204    26%  Gross margin -- TTM   % of North America   net sales            26.6%   26.6%   26.7%    27.1%    27.2%   N/A  Operating income    $   57  $  122  $   66  $    72  $    66    16%  Operating margin --   % of North America   net sales             7.0%    8.8%    6.4%     7.5%     6.4%   N/A  Operating income --   TTM                $  313  $  321  $  311  $   317  $   326     4%  Operating margin --   TTM % of North   America net sales     8.7%    8.3%    7.7%     7.6%     7.4%   N/AInternational Segment:  Net sales           $  647  $1,149  $  875  $   793  $   817    26%  Net sales -- Y/Y   growth, excluding   the effect of   foreign exchange   rates                38.9%   32.5%   23.8%    29.3%    27.8%   N/A  Net sales -- TTM    $2,729  $3,074  $3,265  $ 3,463  $ 3,634    33%  Net sales -- TTM %   of WW net sales      43.1%   44.4%   44.8%    45.2%    45.1%   N/A  Gross profit        $  133  $  190  $  180  $   172  $   171    29%  Gross margin -- %   of International   net sales            20.5%   16.5%   20.5%    21.7%    20.9%   N/A  Gross profit -- TTM $  527  $  578  $  623  $   674  $   713    35%  Gross margin -- TTM   % of International   net sales            19.3%   18.8%   19.1%    19.5%    19.6%   N/A  Operating income    $   38  $   55  $   63  $    60  $    55    46%  Operating margin --   % of International   net sales             5.8%    4.8%    7.2%     7.6%     6.7%   N/A  Operating income --   TTM                $  153  $  169  $  190  $   216  $   233    52%  Operating margin --   TTM % of   International net   sales                 5.6%    5.5%    5.8%     6.2%     6.4%   N/A----------------------------------------------------------------------                           AMAZON.COM, INC.        Supplemental Financial Information and Business Metrics  (in millions, except inventory turnover, accounts payable days, and                            employee data)                              (unaudited)----------------------------------------------------------------------                                                                 Y/Y %                     Q3 2004 Q4 2004 Q1 2005  Q2 2005  Q3 2005  Change                     -------------------------------------------------Segments (continued)Consolidated Segments:  Operating expenses  $  261  $  367  $  330  $   318  $   342    31%  Operating expenses   -- TTM             $1,019  $1,112  $1,198  $ 1,276  $ 1,358    33%  Operating income    $   95  $  177  $  129  $   132  $   121    28%  Operating margin --   % of consolidated   sales                 6.5%    7.0%    6.8%     7.5%     6.5%   N/A  Operating income --   TTM                $  466  $  490  $  502  $   533  $   559    20%  Operating margin --   TTM % of   consolidated net   sales                 7.4%    7.1%    6.9%     7.0%     6.9%   N/ASupplemental North America Segment Net Sales:  Media               $  564  $  885  $  699  $   632  $   684    21%  Media -- TTM        $2,455  $2,589  $2,690  $ 2,780  $ 2,901    18%  Electronics and   other general   merchandise        $  228  $  449  $  281  $   278  $   304    33%  Electronics and   other general   merchandise -- TTM $1,031  $1,128  $1,185  $ 1,236  $ 1,311    27%  Electronics and   other general   merchandise -- TTM   % of North America   net sales              29%     29%     29%      29%      30%   N/A  Other               $   24  $   58  $   46  $    50  $    53   122%  Other -- TTM        $  111  $  130  $  153  $   178  $   208    88%Supplemental International Segment Net Sales:  Media               $  530  $  911  $  675  $   614  $   629    19%  Media -- TTM        $2,285  $2,513  $2,612  $ 2,730  $ 2,828    24%  Electronics and   other general   merchandise        $  116  $  237  $  199  $   178  $   187    62%  Electronics and   other general   merchandise -- TTM $  442  $  558  $  651  $   730  $   801    81%  Electronics and   other general   merchandise -- TTM   % of International   net sales              16%     18%     20%      21%      22%   N/A  Other               $    1  $    1  $    1  $     1  $     1   177%  Other -- TTM        $    2  $    2  $    3  $     3  $     4    97%Supplemental Worldwide Net Sales:  Media               $1,094  $1,796  $1,374  $ 1,246  $ 1,313    20%  Media -- TTM        $4,740  $5,102  $5,302  $ 5,510  $ 5,730    21%  Electronics and   other general   merchandise        $  344  $  686  $  480  $   456  $   491    43%  Electronics and   other general   merchandise -- TTM $1,474  $1,686  $1,835  $ 1,966  $ 2,113    43%  Electronics and   other general   merchandise -- TTM   % of WW net sales      23%     24%     25%      26%      26%   N/A  Other               $   25  $   59  $   47  $    51  $    54   123%  Other -- TTM        $  113  $  133  $  156  $   181  $   211    88%Balance SheetCash and marketable securities           $1,185  $1,779  $1,151  $ 1,325  $ 1,419    20%Inventory, net -- ending               $  357  $  480  $  403  $   383  $   456    28%Inventory -- average inventory % of TTM net sales               4.6%    4.9%    5.0%     5.0%     5.2%   N/AInventory turnover, average -- TTM         16.6    15.7    15.5     15.3     14.8   (11%)Fixed assets, net     $  227  $  246  $  245  $   267  $   322    42%Accounts payable days -- ending                57      53      44       51       58     1%OtherEmployees (full-time and part-time; excludes contractors & temporary personnel)            8,800   9,000   9,400   10,200   11,100    27%----------------------------------------------------------------------Note:  The attached "Financial and Operational Summary" is an integralpart of this Supplemental Financial Information and Business Metrics.(1) As previously announced in August 2005, the Company settled apatent lawsuit on terms including a previously unanticipated one-timepayment of $40 million in Q3 2005, which negatively impacted Q3 2005operating cash flow, free cash flow and operating income by $40million and net income by $20 million after tax.(2) Q4 2004 net income includes a $244 million benefit fromrealizing a deferred tax asset related primarily to net operating losscarryforwards attributable to continuing operations; 2005 net incomeincludes a $56 million tax expense for Q1 2005, a $56 million taxexpense for Q2 2005, and a $21 million tax expense for Q3 2005,primarily due to taxable income resulting from the transfer of certainoperating assets from U.S. to international locations.
                           Amazon.com, Inc.                   Financial and Operational Summary                              (unaudited)

Quarterly Results of Operations (comparisons are with the equivalent period of the prior year, unless otherwise stated)

    Net Sales--  Shipping revenue was $112 million, up 30% from $87 million.--  Amounts paid in advance for subscription services, including    amounts received from online DVD rentals, Amazon Prime, and other    membership programs, are deferred and classified in "Unearned    revenue" on our balance sheets and recognized as revenue over the    subscription term.--  Amounts earned from third-party sales on our websites are recorded    as net amounts.    Cost of Sales--  Cost of sales consists of the purchase price of products sold by    us, inbound and outbound shipping charges, packaging supplies, and    service costs such as those incurred in operating and staffing our    fulfillment and customer service centers on behalf of third-party    sellers, and amortization of our DVD rental library.--  Outbound shipping-related costs totaled $159 million, up 25% from    $128 million. Net shipping loss was $47 million, up 15% from a net    shipping loss of $41 million, resulting primarily from our free    shipping offers and Amazon Prime.    Operating Expenses--  Fixed assets include assets such as furniture and fixtures, heavy    equipment, technology infrastructure, internal-use software and    website development, and our DVD rental library. Depreciation    expense is generally classified within the corresponding operating    expense categories on the consolidated statements of operations,    and certain assets, such as our DVD rental library, are amortized    to "Cost of sales." Depreciation expense for fixed assets,    including amortization of internal-use software and website    development, was $29 million, up from $19 million, and is    classified within the corresponding operating expense categories.--  Stock-based compensation increased $17 million to $26 million. We    chose to early-adopt SFAS 123(R), the new accounting rules on    stock-based compensation, effective January 1, 2005. Stock-based    compensation would have been $30 million, under our prior    accounting method, up $21 million versus Q3 2004.--  In accordance with SAB 107, issued March 2005, we present    stock-based compensation within the same operating expense line    items as cash compensation.--  Operating expenses with and without stock-based compensation are    as follows:
                         Q3 2005                    Q3 2004                -------------------------- --------------------------                  As     Stock-Based         As     Stock-Based                Reported Compensation Net  Reported Compensation Net                -------- ----------------- -------- -----------------Operating Expenses:  Fulfillment     $171       $  (5)  $166    $138          $(2) $136  Marketing         44          (2)    42      34            -    34  Technology and   content         121         (13)   108      69           (4)   65  General and   administrative   32          (6)    26      29           (3)   26  Other operating   expense (income) 40           -     40       5            -     5                   ----       -----   ----    ----          ---  ----    Total operating     expenses     $408       $ (26)  $382    $275          $(9) $266                   ====       =====   ====    ====          ===  ====Year-over-year Percentage Growth:  Fulfillment       24 %               23 %    23 %               27 %  Marketing         28                 23      13                 19  Technology and   content          74                 66       5                 21  General and   administrative   12                  1      13                 16Percent of Net Sales:  Fulfillment      9.2 %              8.9 %   9.4 %              9.3 %  Marketing        2.4                2.3     2.4                2.3  Technology and   content         6.5                5.8     4.7                4.4  General and   administrative  1.7                1.4     2.0                1.8
    Fulfillment--  Fulfillment costs include those costs incurred in operating and    staffing our fulfillment and customer service centers, including    costs attributable to buying, receiving, inspecting, and    warehousing inventories; picking, packaging and preparing customer    orders for shipment; credit card fees and bad debt costs,    including costs associated with our guarantee of certain    third-party seller transactions. Fulfillment costs also include    amounts paid to third parties, who assist us in fulfillment and    customer service operations.--  Credit card fees associated with third-party seller transactions    are assessed on the gross purchase price of underlying    transactions, and therefore represent a larger percentage of our    recorded net revenue on these transactions than credit card fees    for our retail sales transactions. Bad debt costs, including costs    associated with our guarantee program, are also higher as a    percentage of recorded net revenue versus our retail sales.    Accordingly, as third-party sales increase, credit card fees and    bad debt costs on these sales will negatively affect fulfillment    costs as a percentage of net sales.--  Fulfillment costs increased in absolute dollars from the prior    year primarily due to variable costs corresponding with sales and    inventory volumes, our mix of product sales, costs associated with    credit card fees, bad debt costs, including costs of our guarantee    of certain third-party seller transactions. We expanded our    fulfillment capacity in 2005 through gains in efficiencies as well    as increases in leased warehouse space. We plan to continue    expanding our worldwide fulfillment capacity in order to    accommodate greater selection and meet anticipated shipment    volumes from sales of our own products as well as sales by third    parties where we provide the fulfillment. We expect absolute    amounts spent in fulfillment and fulfillment-related cost of sales    to increase over time.    Marketing--  Marketing efforts include targeted online marketing channels, such    as our Associates and Syndicated Stores programs, sponsored    search, portal advertising, e-mail campaigns, and other    initiatives. Our marketing expenses are largely variable, based on    growth in sales and changes in rates. To the extent there is    increased or decreased competition for these traffic sources, or    to the extent our mix of these channels shifts, we would expect to    see a corresponding change in our marketing expense. While costs    associated with free shipping are not included in marketing    expense, we view our free shipping offers as an effective    worldwide marketing tool and intend to continue offering them    indefinitely. We expect absolute amounts spent in marketing to    increase over time.    Technology and Content--  Technology and content expenses consist principally of payroll and    related expenses for employees involved in development of our    websites, including application development, editorial content,    merchandising selection and systems, and telecommunications    support; and costs associated with the systems and    telecommunications infrastructure.--  Our spending in technology and content has primarily increased as    we are adding computer scientists and software engineers to    continue to enhance the customer experience on our websites and    those websites powered by us, and to improve our process    efficiency. Additionally, we continue to invest in several areas    of technology, including seller platforms, search, web services,    and digital initiatives. As we have done throughout the year, we    intend to continue investing in areas of technology and content,    and expect absolute dollars spent in technology and content to    increase over time as we continue to add computer scientists and    software engineers to our staff.--  A significant majority of our technology costs are incurred in the    U.S. and most of them are allocated to our North America segment.--  We expense costs related to the development of internal-use    software and website development other than those incurred during    the application development stage. Costs incurred during the    application development stage are capitalized and amortized over    the two-year estimated useful life of the software. We capitalized    $25 million of internal-use software and website development    costs, including $3 million associated with stock-based    compensation, which is excluded from purchases of fixed assets on    our consolidated statements of cash flows since it is stock based    rather than cash, compared with $12 million a year ago. These    amounts were partially offset by amortization of previously    capitalized amounts of $14 million and $8 million.    General and Administrative--  General and administrative costs increased primarily due to    payroll and related expenses, professional fees, and legal costs,    offset by a $12 million benefit for actual and expected    reimbursement by an insurer of certain legal costs previously    incurred by us. We expect absolute dollars spent in general and    administrative to increase over time.    Stock-Based Compensation--  Prior to January 1, 2005, we accounted for stock-based awards    under the intrinsic value method, which resulted in compensation    expense for restricted stock and restricted stock units at grant    date fair value based on the number of shares granted and the    quoted price of our common stock, and for stock options to the    extent option exercise prices were set below market prices on the    date of grant. Also, stock-based awards subject to an exchange    offer, other modifications, or performance criteria, were subject    to variable accounting treatment.--  As of January 1, 2005, we adopted SFAS 123(R), which requires    measurement of compensation cost for stock-based awards at grant    date fair value. The fair value of restricted stock and restricted    stock units is determined based on the number of shares granted    and the quoted price of our common stock, while the fair value of    stock options is determined using a Black-Scholes valuation model.    The fair value is recognized as an expense over the service    period, net of estimated forfeitures, using the accelerated method    under SFAS 123(R). Because we implemented SFAS 123(R), we no    longer have stock awards subject to variable accounting treatment.--  Prior to our adoption of SFAS 123(R), cash retained as a result of    excess tax deductions relating to stock-based compensation was    presented in operating cash flows, along with other tax cash    flows. SFAS 123(R) requires benefits relating to excess    stock-based compensation deductions to be presented as financing    cash inflows. Tax benefits resulting from stock-based compensation    deductions in excess of amounts reported for financial reporting    purposes were $2 million.--  Stock-based awards generally vest over service periods of between    two and five years.--  Payroll tax expense resulting from exercises of stock-based awards    is a cash expense and is not categorized as stock-based    compensation.--  We granted stock awards, substantially all of which have been    restricted stock units since October 2002, of 1 million shares at    a per-share weighted-average fair value of $40. Our annual stock    awards are granted in the second quarter.--  At September 30, 2005, there were 438 million common shares and    stock-based awards outstanding, up 1% from 434 million at    September 30, 2004. This total includes all stock-based awards    outstanding, without regard for estimated forfeitures, consisting    of vested and unvested awards, and in-the-money and    out-of-the-money stock options.--  At September 30, 2005, there were 24 million stock awards    outstanding, consisting of 14 million stock options with a $14    weighted-average exercise price and 10 million restricted stock    units. At September 30, 2004 there were 27 million stock awards    outstanding.    Other Operating Expense (Income)--  We settled a patent lawsuit on terms including a previously    unanticipated one-time payment of $40 million in Q3 2005 that was    recorded to "Other operating expense (income)" on the consolidated    statements of operations. Operating cash flow, free cash flow,    operating income, and net income were negatively impacted by this    legal settlement, as follows:
                                          Q3 2005                     -------------------------------------------------                      Operating Cash      Free Cash   Operating   Net                        Flow (TTM)        Flow (TTM)   Income   Income                     -------------------------------------------------  As reported               $   661          $   475     $ 55     $30  Legal settlement               40               40       40      20                             -------          -------     ----     ---  Adjusted                  $   701          $   515     $ 95     $50                             =======          =======     ====     ===
--  Included in "Other operating expense (income)" are amortization of    intangibles and restructuring-related expenses or credits.--  We acquired certain companies during the three quarters ended    September 30, 2005, for an aggregate cash purchase price of $29    million. The excess of purchase price over the fair value of the    net assets acquired was $19 million and is classified as    "Goodwill" on our consolidated balance sheets. Acquired other    intangibles totaled $10 million and have estimated useful lives of    between one and three years. The results of operations of each of    the acquired businesses have been included in our consolidated    results as of the closing date of acquisition. The effect of these    acquisitions on consolidated net sales and operating income was    not significant for Q3 2005.    Remeasurements and Other--  We realized a $4 million gain primarily associated with the sale    of certain equity investments.--  Remeasurement of the principal amount of our 6.875% PEACS from    euros to U.S. dollars resulted in a foreign-currency gain of $4    million, compared with a loss of $16 million.--  Remeasurement of foreign-currency intercompany balances that are    to be repaid among subsidiaries represented a $2 million loss,    compared with a gain of $7 million.--  The remeasurement of our 6.875% PEACS and intercompany balances    can result in significant gains and charges associated with the    effect of movements in currency exchange rates.    Income Taxes and Deferred Tax Assets--  Our tax provision for interim periods is determined using an    estimate of the annual effective tax rate, with the cumulative    effect of a change to the estimated annual rate being recorded in    the interim period such a change is made. The Q3 2005 tax    provision includes a cumulative adjustment benefit of $4 million    to reflect our current estimate of our annual effective tax rate    of 50%.--  Our effective tax rate for Q3 2005 and for the three quarters    ended September 30, 2005, remains higher than the 35% statutory    rate associated with taxable income resulting from the Q1 2005    transfer of certain operating assets from the U.S. to    international locations. We expect these asset transfers to result    in tax expense for financial reporting purposes above the    statutory rate throughout 2005. Since we have Net Operating Losses    ("NOLs") these asset transfers will not have a significant effect    on cash taxes paid in 2005, which we expect to be approximately    $25 million compared with $4 million in 2004. Cash paid for income    taxes was $6 million and $2 million in Q3 2005 and Q3 2004, and    for the three quarters ended September 30, 2005 and 2004 was $11    million and $3 million.--  SFAS 109 requires that deferred tax assets be evaluated for future    realization and reduced by a valuation allowance to the extent we    believe a portion will not be realized. We consider many factors    when assessing the likelihood of future realization of our    deferred tax assets, including our recent cumulative earnings    experience by taxing jurisdiction, expectations of future taxable    income, the carry-forward periods available to us for tax    reporting purposes, and other relevant factors. Significant    judgment is required in making this assessment, and it is very    difficult to predict when, if ever, our assessment may conclude    that the remaining portion of our deferred tax assets is    realizable.--  At September 30, 2005, approximately $720 million of our gross    deferred tax assets were related to approximately $2.3 billion of    NOLs, the majority of which expire after 2016. Our NOL deferred    tax assets are reduced by a valuation allowance of approximately    $510 million due to uncertainty about their future realization.    The remainder of our deferred tax assets relate to temporary    timing differences between tax and financial reporting.--  Substantially all of the unrealized $510 million NOL deferred tax    assets, if realized, would be credited to "Stockholders' equity"    rather than results of operations for financial reporting purposes    since they primarily relate to tax-deductible stock-based    compensation in excess of amounts recognized for financial    reporting purposes.--  Classification of deferred tax assets between current and    long-term asset categories is based on the expected timing of    realization, and the valuation allowance is allocated ratably.    Foreign Exchange--  Our financial reporting currency is the U.S. dollar and changes in    exchange rates significantly affect our reported results and    consolidated trends. For example, during Q3 2005 our consolidated    revenue and operating income were negatively affected by the    strengthening of the U.S. Dollar in comparison to the currencies    of internationally focused websites, but our consolidated revenue    and operating income from Q2 2002 through Q2 2005 have benefited    from weakness in the U.S. dollar in comparison to the same    currencies.--  The effect on our consolidated statements of operations from    year-over-year changes in exchange rates versus the U.S. dollar    throughout the period is as follows:
                            Q3 2005                  Q3 2004                   ------------------------- ------------------------                     At                        At                    Prior  Exchange           Prior  Exchange                    Year     Rate             Year     Rate                    Rates   Effect     As     Rates   Effect     As                     (1)      (2)   Reported   (1)      (2)   Reported                   ------- -------- -------- ------- -------- --------                         (in millions, except per share amounts)Net sales          $1,865    $  (7)  $1,858  $1,406    $  57   $1,463Gross profit          464       (1)     463     344       12      356Operating expenses    408        -      408     282       (7)     275Income from operations            56       (1)      55      77        4       81Net interest expense and other    (10)       -      (10)    (18)      (1)     (19)Remeasurements and other (3)              4        2        6       1       (6)      (5)Net income             29        1       30      57       (3)      54Diluted earnings per share         $ 0.07    $   -   $ 0.07  $ 0.13    $   -   $ 0.13(1) Represents the outcome that would have resulted had currency    exchange rates in the current period been the same as those in    effect in the comparable prior year period for operating results,    and if we did not incur the variability associated with    remeasurements for our 6.875% PEACS and intercompany balances.(2) Represents the increase (decrease) in reported amounts resulting    from changes in exchange rates from those in effect in the    comparable prior year period for operating results, and if we did    not incur the variability associated with remeasurements for our    6.875% PEACS and intercompany balances.(3) Includes foreign-currency gains (losses) on remeasurement of    6.875% PEACS and intercompany balances compared to prior quarter,    and realized currency-related gains associated with sales of    euro-denominated investments held by a U.S. subsidiary.
    Cash Flows and Balance Sheet--  Operating cash flows and free cash flows can be volatile and are    sensitive to many factors, including changes in working capital    and timing of capital expenditures. Working capital at any    specific point in time is subject to many variables, including    seasonality, the timing of expense payments, discounts offered by    vendors, vendor payment terms, and fluctuations in foreign    exchange rates.--  Our cash, cash equivalents, and marketable securities of $1.4    billion, at fair value, primarily consist of cash, investment    grade securities, and AAA-rated money market mutual funds.    Included are amounts held in foreign currencies of $687 million,    primarily in euros, British pounds, and yen.--  We have pledged $79 million of our cash and marketable securities    as collateral primarily for standby letters of credit and real    estate leases, compared with $76 million as of September 30, 2004.--  "Accounts receivable, net and other current assets" includes    accounts receivable from merchant partners, vendors and credit    card companies, interest receivables, and $20 million of prepaid    expenses.--  "Other assets" includes, among other things, $13 million of    deferred issuance costs on long-term debt, $9 million of certain    equity investments, and $13 million of other intangibles, net.--  "Unearned revenue" is recorded when payments are received from    third parties or customers in advance of our providing the    associated service.--  Amounts related to restructuring-related leases and other    commitments due within twelve months are $4 million and are    included in "Accrued expenses and other current liabilities," and    the remaining $5 million is included in "Long-term debt and other"    on our balance sheet. These amounts are net of anticipated    sublease income of $6 million.--  "Accrued expenses and other current liabilities" includes, among    other things, liabilities for gift certificates, professional    fees, marketing activities, and workforce costs, including accrued    payroll, vacation, and other benefits.--  "Long-term debt and other" primarily includes the following (in    millions):
                                  Principal   Interest    Principal                                 at Maturity     Rate     Due Date                                -------------------------------------- Convertible Subordinated Notes.  $  900 (1)   4.750%   February 2009 Premium Adjustable Convertible  Securities ("PEACS")..........     589 (2)   6.875%   February 2010                                   -----------                                  $ 1,489 (3)                                   ===========(1) Convertible at the holders' option into our common stock at    $78.0275 per share. We have the right to redeem the Convertible    Subordinated Notes, in whole or in part, at a redemption price of    101.9% of the principal, which decreases every February 1 by 47.5    basis points until maturity, plus any accrued and unpaid interest.(2) EUR 490 million principal amount, convertible at the holders'    option into our common stock at EUR 84.883 per share ($102 per    share based on the euro/U.S. dollar exchange rate as of September    30, 2005). We have the right to redeem the PEACS, in whole or in    part, by paying the principal amount, plus any accrued and unpaid    interest. We do not hedge any portion of the PEACS. The U.S.    dollar equivalent principal, interest, and conversion price    fluctuates based on the euro/U.S. dollar exchange ratio. Due to    fluctuations in this exchange ratio, our principal debt obligation    since issuance in February 2000 has increased by $106 million as    of September 30, 2005.(3) The "if converted" number of shares associated with our    convertible debt instruments (approximately 17 million total    shares) is excluded from diluted shares as their effect is    antidilutive.

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 and other operating expenses (income), each of which is not allocated to segment results. Other centrally incurred operating costs are fully allocated to segment results. Our operating results, particularly for the International segment, are affected by movements in foreign exchange rates.

-- The North America segment consists of amounts earned from retail sales of consumer products (including from third-party sellers) and subscriptions through North America-focused websites such as www.amazon.com and www.amazon.ca; from North America-focused Syndicated Stores, such as www.cdnow.com; from our mail-order tool catalog phone orders; from our Amazon Prime membership program; and from non-retail activities such as North America-focused Amazon Services' Merchant.com, marketing, and promotional agreements. This segment includes export sales from www.amazon.com and www.amazon.ca.

-- The International segment consists of amounts earned from retail sales of consumer products (including from third-party sellers) and subscriptions through internationally focused websites such as www.amazon.co.uk, www.amazon.de, www.amazon.co.jp, www.amazon.fr, and since September 2004, www.joyo.com; from internationally focused Syndicated Stores; from our DVD rental service and from non-retail activities such as internationally focused marketing and promotional agreements. This segment includes export sales from these internationally based sites (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.

-- We provide supplemental sales information within each segment for three categories: "Media," "Electronics and other general merchandise," and "Other." Media consists of amounts earned from DVD rental and retail sales from all sellers of books, music, DVD/video, magazine subscriptions, software, video games, and video-game consoles. Electronics and other general merchandise consists of amounts earned from retail sales from all sellers of items not included in Media, such as electronics and office, camera and photo, toys and baby, tools, home and garden, apparel, sports and outdoors, kitchen and housewares, gourmet food, jewelry, health and personal care, beauty, and musical instruments. The Other category consists of non retail activities, such as the Merchant.com program and miscellaneous marketing and promotional activities, such as our co-branded credit card program.

-- Operating cash flow is net cash provided by (used in) operating activities, including cash outflows for interest and excluding proceeds from the exercise of stock-based employee awards. Free cash flow is operating cash flow less cash outflows for purchases of fixed assets, including internal-use software and website development.

-- Operating cycle is number of days of sales in inventory plus number of days of sales in accounts receivable minus accounts payable days. Accounts payable days are calculated as the quotient of accounts payable to cost of sales, multiplied by the number of days in the period. Inventory turns are calculated as the quotient of cost of sales to average inventory over five quarter ends.

-- 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 websites. Customer accounts include customers of Amazon Marketplace, Auctions and zShops, and our Merchants@, Syndicated Stores programs, but exclude DVD rental customers, customers associated with certain of our acquisitions (including Joyo.com customers), Amazon Services' 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 relationship. A customer is considered active when they have placed an order during the preceding twelve-month period.

-- References to sellers or merchants mean active seller accounts, which are established when a seller receives an order from a customer account. Seller accounts include sellers in Amazon Marketplace, Auctions, zShops, and Merchants@ platforms, but exclude Amazon Services' Merchant.com sellers. A seller is considered active when they have received an order during the preceding twelve-month period.

-- 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.co.uk, www.amazon.de, www.amazon.co.jp, www.amazon.fr, and www.amazon.ca -- and at Syndicated Stores domains, as well as Amazon.com-owned items sold through catalogs and at non-Amazon.com domains, such as books, music, and DVD/video items ordered from Amazon.com's store at www.target.com. Units sold do not include units associated with certain of our acquisitions (including Joyo.com units), Amazon.com gift certificates or DVD rentals.

CONTACT: Amazon.com Investor Relations
Tim Stone, 206-266-2171
ir@amazon.com
www.amazon.com/ir
or
Amazon.com Public Relations
Patty Smith, 206-266-7180

SOURCE: Amazon.com, Inc.