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Net sales for the 2001 fiscal year reached a record-setting $3.12 billion, a 13% increase.

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Fiscal 2001 pro forma operating loss was $45 million, an improvement of more than $270 million.

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Pro forma operating losses from our International sites declined by 76% to $11 million, or 4% of International net sales in fourth quarter 2001.

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Electronics, Tools and Kitchen segment pro forma operating losses declined by $52 million, or 72%, to $20 million in fourth quarter 2001.

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Marketplace (Used and other new) orders equaled approximately 15% of total U.S. orders in fourth quarter 2001, compared with 1% (Used launched November, 2000).

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Annualized inventory turns improved 38% to 25 in fourth quarter 2001, up from 18.

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Operating cash flow improved 41% to $349 million in fourth quarter 2001, a $101 million increase.

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Cash and marketable securities were approximately $1 billion at December 31, 2001.

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Net sales are expected to be between $775 million and $825 million, or grow between 11% and 18%.

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Pro forma loss from operations is expected to be between break-even and $16 million, or between 0% and 2% of net sales.

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Net sales are expected to grow by 10% or more.

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Positive operating cash flow, and possibly free cash flow, is expected.

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Pro forma income from operations is expected to be $30 million or more.

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Stock-based compensation

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Amortization of goodwill and other intangibles

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Restructuring-related and other

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Other gains (losses), net

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Equity in losses of equity-method investees, net

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Cumulative effect of change in accounting principle

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(1)

In accordance with accounting principles generally accepted in the United States

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In accordance with accounting principles generally accepted in the United States

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Our customer account and active customer calculation methodology was modified in the third quarter 2001, primarily to include all customers who order new and used products through Amazon Marketplace. Our prior methodology did not capture all such customers. If second quarter 2001 customer metrics were presented under the modified methodology, new customer accounts, active customer accounts, International customer accounts, International active customer accounts, TTM net sales per active customer account, and marketing cost per new customer account would have been 2.7 million, 21.9 million, .8 million, 5.5 million, $131, and $13, respectively. Amounts prior to the 2001 second quarter have not been recalculated under the current methodology.

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Shipping revenue was approximately $125 million, up from $112 million.

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The cash portion of Services net sales increased to approximately $93 million, or 95% of net sales, from $75 million, or 78%; non-cash Services revenues decreased to approximately $5 million, or 5%, from $21 million, or 22%.

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Excluding fourth quarter 2000 online sales of toys and video games, which since September 2000 are now sold at www.amazon.com through our strategic alliance with Toysrus.com and reported in our Services segment, growth rates for our U.S. Electronics, Tools and Kitchen segment would have been 5%.

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Gross margin, excluding the results of our Services segment, would have been 23%, up from 21%.

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Costs associated with our service revenues classified as cost of services generally include fulfillment-related costs to ship products on behalf of third-party sellers, costs to provide customer service, credit card fees and other related costs.

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Shipping gross loss was approximately $11 million, down from $17 million; this includes the International segment’s shipping gross loss of approximately $6 million, up from $2 million. We continue to measure our shipping results relative to their impact on our overall financial results, with the viewpoint that shipping promotions are an effective promotional tool. We will continue offering shipping promotions to our customers, which reduce shipping revenue as a percentage of sales and will negatively affect gross margins on our retail sales.

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Fulfillment costs represent those costs incurred in operating and staffing our fulfillment and customer service centers, including costs attributable to receiving, inspecting and warehousing inventories; picking, packaging and preparing customers’ orders for shipment; credit card fees and bad debt costs; and responding to inquiries from customers. Fulfillment costs also include amounts paid to third-party cosourcers who assist us in fulfillment and customer service operations.

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During the first quarter of 2001, we offered a limited non-compulsory exchange of employee stock options. This option exchange offer results in variable accounting treatment for approximately 12 million stock options at December 31, 2001, which includes approximately 11 million options granted under the exchange offer with an exercise price of $13.375, and approximately 1 million options that were subject to the exchange offer but were not exchanged. Variable accounting treatment will result in unpredictable and potentially significant charges or credits, dependent on fluctuations in quoted prices for our common stock, which we are unable to forecast.

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The Financial Accounting Standards Board issued SFAS No. 142, “Goodwill and Other Intangible Assets” which requires use of a non-amortization approach to account for purchased goodwill and

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certain intangibles, effective January 1, 2002. We expect the adoption of this accounting standard will result in approximately $25 million of intangible assets being subsumed into goodwill, and will have the impact of substantially reducing our amortization of goodwill and intangibles effective January 1, 2002. Transitional impairments, if any, are not expected to be material; however, impairment reviews may result in future periodic write-downs.

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We continued the implementation of our operational restructuring plan to reduce our operating costs, streamline our organizational structure and consolidate certain of our fulfillment and customer service operations. As a result of this initiative, we recorded restructuring and other charges of approximately $177 million during the first three quarters of 2001, and $5 million in the fourth quarter ended December 31, 2001. This initiative involved the reduction of employee staff by approximately 1,300 positions throughout the Company in managerial, professional, clerical, technical and fulfillment roles; consolidation of our Seattle corporate office locations; closure of our McDonough, Georgia, fulfillment center; seasonal operation of our Seattle fulfillment center (if necessary); closure of our customer service centers in Seattle and The Hague, Netherlands; and ongoing lease obligations for technology infrastructure no longer utilized. Each component of the restructuring plan has been substantially completed.

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Costs that relate to ongoing operations, including inventory write-downs, are not part of restructuring charges. There have been no significant inventory write-downs resulting from the restructuring, and none are anticipated.

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Cash payments resulting from the restructuring were $49 million in 2001, $14 million of which was paid in the December quarter. We anticipate the restructuring charges will result in the following net cash outflows:

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Net of anticipated sublease income of approximately $68 million.

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Other income (expense) consists primarily of net realized gains and losses on sales of marketable securities, miscellaneous state and foreign taxes and certain foreign-currency-related transaction gains and losses.

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Other gains, net were $16 million for the three months ended December 31, 2001, primarily consisting of a foreign-currency gain on 6.875% PEACS.

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Currency gains and losses arising from the remeasurement of the 6.875% PEACS principal from Euros to U.S. dollars are recorded each quarter. We are unable to forecast the gains or losses associated with

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our PEACS that will result from fluctuations in foreign exchange rates in future periods. Absent the foreign-currency gain recorded this quarter, we would have reported a fourth quarter 2001 GAAP net loss.

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Equity in losses of equity-method investees represents our share of losses of companies in which we have investments that give us the ability to exercise significant influence, but not control, over an investee. Equity-method losses reduce our underlying investment balances until the recorded basis is reduced to zero.

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At December 31, 2001, we had net operating losses of approximately $2.3 billion related to U.S. federal, state and foreign jurisdictions.

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Diluted earnings per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period; common stock equivalent shares such as options, warrants and convertible securities are excluded from the computation if their effect is antidilutive.

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Cash and marketable securities are impacted by the effect of quarterly fluctuations in foreign-currency exchange rates, particularly the Euro. Our Euro investments, classified as available for sale, had a balance of 179 million Euros ($158 million, based on the exchange rate as of December 31, 2001).

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Our marketable securities, at estimated fair value, consist of the following, as of December 31, 2001  (in thousands):

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Our segment reporting includes four segments: U.S. Books, Music and DVD/Video; U.S. Electronics, Tools and Kitchen; International; and Services. Allocation methodologies are consistent with past presentations, and prior period amounts have been reclassified to conform with the current period presentation.

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The U.S. Books, Music and DVD/Video segment includes revenues, direct costs and cost allocations associated with retail sales from www.amazon.com for books, music, DVD and video products and for magazine subscriptions, including commissions earned on sales of similar products, new or used, through Amazon Marketplace. This segment also includes product sales, direct costs and cost allocations associated with stores offering these products through our Syndicated Stores program, such as www.borders.com.

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The U.S. Electronics, Tools and Kitchen segment includes revenues, direct costs and cost allocations associated with www.amazon.com retail sales of electronics, computers, kitchen and housewares, camera and photo items, software, cell phones and service, tools and hardware, outdoor living items, and computer and video games products, sold other than through our Toysrus.com strategic alliance, as well as catalog sales of toys, tools and hardware. This segment also includes commissions earned on sales of similar products, new or used, through Amazon Marketplace. This segment includes commissions and other amounts earned from offerings of these products by third-party sellers under our [email protected] Program, including our strategic alliance with Circuit City, and will include stores offering these products, if any, through its Syndicated Stores.

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The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our four internationally-focused sites: www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.co.uk.

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The Services segment includes revenues, direct costs and cost allocations associated with our business-to-business strategic alliances, including the Merchant Program and certain aspects of the [email protected] Program, as well as the strategic alliance with America Online. This segment also includes Amazon Auctions, zShops and Payments, and miscellaneous marketing and promotional agreements.

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All references to customers mean customer accounts, which are unique e-mail addresses, established either when a customer’s order is shipped or when a customer orders from a third-party seller. Customer accounts include customers of Amazon Marketplace, Auctions and zShops services, and customer accounts under our [email protected] and Syndicated Stores programs, but exclude Amazon Payments customers, our catalog customers, and the customers of selected companies with whom we have strategic marketing and promotional relationships.

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Trailing twelve-month net sales per active customer account figures include all amounts earned through Internet sales, including net sales earned from new or used products sold through Amazon Marketplace, Auctions and zShops services, and products sold through our [email protected] and Syndicated Stores programs, but excluding products sold through our catalogs and certain strategic alliances and sales of inventory to Toysrus.com. A customer is considered active upon placing an order.