2002 Annual Letter

EX-99.1 v89421exv99w1.htm EXHIBIT 99.1 exv99w1 Exhibit 99.1 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. 1 of 16 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. 2 of 16 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. 3 of 16 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. Contact: Amazon.com Investor Relations Tim Halladay, 206/266-2171, ir@amazon.com Amazon.com Public Relations Bill Curry, 206/266-7180 4 of 16 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 738,254 540,282 OPERATING 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 208,955 136,575 Purchases 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 7,409 Repayment of capital lease obligations and other (3,221 (4,563 Net cash provided by financing activities 35,334 2,846 Effect 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 661 924 Cash paid for interest 84,215 80,483 Note: The attached “Financial and Operational Highlights” are an integral part of the press release financial statements. 5 of 16 AMAZON.COM, INC. Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended March 31, 2003 2002 Net sales 1,083,559 847,422 Cost of sales 812,977 624,297 Gross profit 270,582 223,125 Operating 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 1,774 Interest income 6,540 5,652 Interest expense (36,511 (35,244 Other income, net 2,859 95 Remeasurement 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 an integral part of the press release financial statements. 6 of 16 AMAZON.COM, INC. Pro Forma Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended Three Months Ended March 31, 2003 March 31, 2002 Pro Forma Pro Forma As Reported (1) Adjustments Pro Forma As Reported (1) Adjustments Pro Forma Net sales 1,083,559 1,083,559 847,422 847,422 Cost of sales 812,977 812,977 624,297 624,297 Gross profit 270,582 270,582 223,125 223,125 Operating expenses: Fulfillment 103,705 103,705 89,815 89,815 Marketing 28,227 28,227 32,244 32,244 Technology and content 50,088 50,088 55,497 55,497 General and administrative 21,102 21,102 20,911 20,911 Stock-based compensation 27,323 (27,323 10,931 (10,931 Amortization of other intangibles 912 (912 1,979 (1,979 Restructuring-related and other 9,974 (9,974 Total operating expenses 231,357 (28,235 203,122 221,351 (22,884 198,467 Income from operations 39,225 28,235 67,460 1,774 22,884 24,658 Interest income 6,540 6,540 5,652 5,652 Interest expense (36,511 (36,511 (35,244 (35,244 Other income, net 2,859 2,859 95 95 Remeasurement of 6.875% PEACS and other (21,798 21,798 5,516 (5,516 Total non-operating expenses, net (48,910 21,798 (27,112 (23,981 (5,516 (29,497 Income (loss) before equity in losses of equity-method investees (9,685 50,033 40,348 (22,207 17,368 (4,839 Equity in losses of equity-method investees, net (436 436 (1,744 1,744 Income (loss) before change in accounting principle (10,121 50,469 40,348 (23,951 19,112 (4,839 Cumulative effect of change in accounting principle 801 (801 Net income (loss) (10,121 50,469 40,348 (23,150 18,311 (4,839 Net cash used in operating activities (251,782 (251,782 (241,033 (241,033 Basic income (loss) per share: Prior to cumulative effect of change in accounting principle (0.03 0.13 0.10 (0.06 0.05 (0.01 Cumulative effect of change in accounting principle (0.03 0.13 0.10 (0.06 0.05 (0.01 Diluted income (loss) per share: Prior to cumulative effect of change in accounting principle (0.03 0.13 0.10 (0.06 0.05 (0.01 Cumulative effect of change in accounting principle (0.03 0.13 0.10 (0.06 0.05 (0.01 Shares used in computation of income (loss) per share: Basic 388,541 388,541 373,031 373,031 Diluted 388,541 411,091 373,031 373,031 (1)  In accordance with accounting principles generally accepted in the United States. Note: The attached “Financial and Operational Highlights” are an integral part of the press release financial statements. 7 of 16 AMAZON.COM, INC. Segment Information (in thousands) (unaudited) Three Months Ended March 31, 2003 2002 North 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 35,426 International 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 International 68 71 Consolidated 28 21 Y / Y gross profit growth: North America 12 International 69 77 Consolidated 21 22 Gross margin: North America 27 28 International 22 22 Consolidated 25 26 Operating margin: North America International (5 Consolidated Net sales mix: North America 65 73 International 35 27 Note: The attached “Financial and Operational Highlights” are an integral part of the press release financial statements. 8 of 16 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 22,316 704,712 621,303 International Media 355,712 214,269 Electronics and other general merchandise 22,863 11,358 Other 272 492 378,847 226,119 Consolidated 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 Electronics and other general merchandise 32 11 Other (13 32 International: 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 35 Consolidated Revenue Mix: Media 80 81 Electronics and other general merchandise 18 16 Other Note: The attached “Financial and Operational Highlights” are an integral part of the press release financial statements. 9 of 16 AMAZON.COM, INC. Consolidated Balance Sheets (in thousands, except per share data) (unaudited) March 31, December 31, 2003 2002 ASSETS Current 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 1,615,676 Fixed assets, net 228,279 239,398 Goodwill, net 70,811 70,811 Other intangibles, net 2,548 3,460 Other equity investments 13,453 15,442 Other assets 46,346 45,662 Total assets 1,705,933 1,990,449 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current 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 1,065,958 Long-term debt and other 2,296,418 2,277,305 Commitments and contingencies Stockholders’ deficit: Preferred stock, $0.01 par value: Authorized shares — 500,000 Issued and outstanding shares — none Common stock, $0.01 par value: Authorized shares — 5,000,000 Issued and outstanding shares — 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. 10 of 16 AMAZON.COM, INC. Supplemental Financial Information and Business Metrics (in millions, except per share data) (unaudited) Y / Y % Q1 2002 Q2 2002 Q3 2002 Q4 2002 Q1 2003 Change Results of Operations Net 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/A Gross profit 223 218 216 335 271 21 Gross margin — % of net sales 26.3 27.1 25.4 23.5 25.0 N/A Gross 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/A Fulfillment costs — % of net sales 10.6 10.6 10.6 8.9 9.6 N/A Fulfillment costs — TTM % of net sales 11.2 10.7 10.4 10.0 9.7 N/A Consolidated direct segment operating expenses 198 192 189 233 203 Consolidated direct segment operating expenses — TTM 811 795 795 813 817 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/A Consolidated 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/A GAAP operating income (loss) (10 71 39 2,111 GAAP operating margin — % of net sales 0.2 0.2 (1.1 %) 4.9 3.6 N/A GAAP operating income (loss) — TTM (194 (53 64 102 N/A GAAP operating margin — TTM % of net sales (5.9 %) (1.5 %) 0.2 1.6 2.4 N/A GAAP net income (loss) (23 (94 (35 (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 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 N/A Operating income — TTM 107 141 166 180 196 83 Operating margin — TTM % of North America net sales N/A International 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 20 16 N/A Operating margin — % of International net sales (5 %) (4 %) N/A Operating income — TTM (79 (58 (29 27 N/A Operating margin — TTM % of International net sales (10 %) (7 %) (3 %) N/A Note: The attached “Financial and Operational Highlights” are an integral part of this Supplemental Financial Information and Business Metrics. 11 of 16 AMAZON.COM, INC. Supplemental Financial Information and Business Metrics (in millions, except inventory turnover, accounts payable days, and employee data) (unaudited) Y / Y % Q1 2002 Q2 2002 Q3 2002 Q4 2002 Q1 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 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 (45 %) Other — TTM 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 Balance Sheet Cash and marketable securities 745 824 866 1,301 1,083 45 Inventory, net 139 127 152 202 173 24 Inventory — % of TTM net sales N/A Inventory 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 Flows Operating 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 Other Common shares and stock-based awards outstanding 437 430 430 433 432 (1 %) Common shares outstanding 375 380 381 388 392 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/A Employees (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. 12 of 16 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. 13 of 16 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 Hypothetical vs. Percentage Difference Hypothetical Market Stock-Based Actual Stock-Based Closing Price (1) Price per Share (1) Compensation Expense Compensation Expense (15 )% 22.13 19 (8 (10 )% 23.43 22 (6 26.03 27 (2) 10 28.63 33 15 29.93 36 (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. 14 of 16 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 Interest Principal at Maturity Rate 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, 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. 15 of 16 (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. 16 of 16