Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position, made in this Quarterly Report on Form 10-Q are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, 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, 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, the extent to which we owe income taxes, 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, payments risks, and risks of fulfillment throughput and productivity. In addition, the current global economic climate amplifies many of these risks. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management's expectations, are described in greater detail in Item 1A of Part II, "Risk Factors."

For additional information, see Item 7 of Part II, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" of our 2010 Annual Report on Form 10-K.

Critical Accounting Judgments

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. For additional information, see Item 8 of Part II, "Financial Statements and Supplementary Data - Note 1 - Description of Business and Accounting Policies," of our 2010 Annual Report on Form 10-K and Item 1 of Part I, "Financial Statements - Note 1 - Accounting Policies," of this Form 10-Q. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Inventories

Inventories, consisting of products available for sale, are primarily accounted for using the first-in first-out - method, and are valued at the lower of cost or market value. This valuation requires us to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.

These assumptions about future disposition of inventory are inherently uncertain. As a measure of sensitivity, for every 1% of additional inventory valuation allowance we would have recorded an additional cost of sales of approximately $34 million for Q2 2011.

Goodwill

We evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. Our annual testing date is October 1. We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimate the fair value of the reporting units using discounted cash flows. Forecasts of future cash flow are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share and general economic conditions. Certain estimates of discounted cash flows involve businesses and geographies with limited financial history and developing revenue models. Changes in these forecasts could significantly change the amount of impairment recorded, if any.

During the quarter, management monitored the actual performance of the business relative to the fair value assumptions used during our annual goodwill impairment test. For the periods presented, no triggering events were identified that require an update to our annual impairment test. As a measure of sensitivity, a 10% decrease in the fair value of any of our reporting units as of December 31, 2010, would have had no impact on the carrying value of our goodwill.

Financial and credit market volatility directly impacts our fair value measurement through our weighted average cost of capital that we use to determine our discount rate and through our stock price that we use to determine our market capitalization. During times of volatility, significant judgment must be applied to determine whether credit or stock price changes are a short-term swing or a longer-term trend. As a measure of sensitivity, a prolonged 20% decrease from our June 30, 2011, closing stock price would not be an indicator of possible impairment.

Stock-Based Compensation

We measure compensation cost for stock awards at fair value and recognize it as compensation expense over the service period for awards expected to vest. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock. The estimation of stock awards that will ultimately vest requires judgment for the amount that will be forfeited, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including employee class, economic environment, and historical experience. We update our estimated forfeiture rate quarterly. A 1% change to our estimated forfeiture rate would have had an approximately $23 million impact on our Q2 2011 operating income. Our estimated forfeiture rates at June 30, 2011, and December 31, 2010, were 29% and 30%.

We utilize the accelerated method, rather than the straight-line method, for recognizing compensation expense. Under this method, over 50% of the compensation cost is expensed in the first year of a four year vesting term. If forfeited early in the life of an award, the forfeited amount is much greater under an accelerated method than under a straight-line method.

Income Taxes

We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating and estimating our tax positions and determining our provision and accruals for these taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates, entry into new businesses and geographies and changes to our existing businesses, acquisitions, by changes in the valuation of our deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. We are subject to audit in various jurisdictions, and such jurisdictions may assess additional income tax against us. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related litigation could be materially different from our historical income tax provisions and accruals. The results of an audit or litigation could have a material effect on our operating results or cash flows in the period or periods for which that determination is made, as well as prior and subsequent periods.

If we determine that additional portions of our deferred tax assets are realizable, the majority of the benefit will come from the assets associated with the stock-based compensation that was not recognized in the financial statements, but was claimed on the tax return. Since this compensation did not originally run through our consolidated statements of operations, the benefit generated will be recorded to stockholders' equity.

Recent Accounting Pronouncements

See Item 1 of Part I, "Financial Statements - Note 1 - Accounting Policies - Recent Accounting Pronouncements."

Liquidity and Capital Resources

Cash flow information is as follows:



                                         Three Months Ended            Six Months Ended           Twelve Months Ended
                                              June 30,                     June 30,                     June 30,
                                         2011            2010         2011          2010           2011           2010
                                            (in millions)               (in millions)                (in millions)
Operating activities                   $     423        $  250      $ (1,163 )    $   (848 )    $    3,205      $  2,561
Investing activities                        (951 )        (475 )        (561 )      (1,017 )        (2,903 )      (2,927 )
Financing activities                         (91 )          43           (67 )         130             (42 )         143

Our financial focus is on long-term, sustainable growth in free cash flow. Free cash flow, a non-GAAP financial measure, was $1.83 billion for the trailing twelve months ended June 30, 2011, compared to $1.99 billion for the trailing twelve months ended June 30, 2010, a decrease of 8%. See "Non-GAAP Financial Measures" below for a reconciliation of free cash flow to cash provided by operating activities. The decrease in free cash flow for the trailing twelve months ended June 30, 2011, compared to the comparable prior year period was primarily due to increased capital expenditures and changes in working capital1, partially offset by depreciation and amortization expense and increases in sales of gift certificates to customers. Tax benefits relating to excess stock-based compensation deductions are presented in the statement of cash flows as financing cash inflows; accordingly, as such tax benefits decline, a greater amount of cash is classified as operating cash inflow. Operating cash flows and free cash flows can be volatile and are sensitive to many factors, including changes in working capital and the timing and magnitude of capital expenditures. Working capital at any specific point in time is subject to many variables, including seasonality, inventory management and category expansion, the timing of cash receipts and payments, vendor payment terms, and fluctuations in foreign exchange rates.

Our principal sources of liquidity are cash flows generated from operations and our cash, cash equivalents, and marketable securities balances, which, at fair value, were $6.36 billion and $8.76 billion at June 30, 2011, and December 31, 2010. Amounts held in foreign currencies were $3.05 billion and $3.44 billion at June 30, 2011, and December 31, 2010, and were primarily Euros, British Pounds and Japanese Yen.

Cash provided by (used in) operating activities was $423 million and $250 million for Q2 2011 and Q2 2010, and $(1.16) billion and $(848) million for the six months ended June 30, 2011 and 2010. Our operating cash flows result primarily from cash received from our consumer, seller, and enterprise customers, miscellaneous marketing and promotional agreements, and our co-branded credit card agreements, offset by cash payments we make for products and services, employee compensation (less amounts capitalized related to internal use software that are reflected as cash used in investing activities), payment processing and related transaction costs, operating leases and interest payments on our long-term obligations. Cash received from our consumer, seller, and enterprise customers, and other activities generally corresponds to our net sales. Because consumers primarily use credit cards to buy from us, our receivables from customers settle quickly. Changes to our operating cash flows have historically been driven primarily by changes in operating income and changes to the components of working capital, including changes to receivable and payable days and inventory turns, as well as changes to non-cash items such as excess stock-based compensation and deferred taxes.

Cash provided by (used in) investing activities corresponds with purchases, sales, and maturities of marketable securities, capital expenditures, including leasehold improvements, internal-use software and website development costs, and cash outlays for acquisitions, investments in other companies, and intellectual property rights. Cash provided by (used in) investing activities was $(951) million and $(475) million for Q2 2011 and Q2 2010, and $(561) million and $(1.02) billion for the six months ended June 30, 2011 and 2010, with the variability caused primarily by purchases, maturities, and sales of marketable securities and other investments, increased capital expenditures, and increases in cash paid for acquisitions. Capital expenditures were $433 million and $196 million during Q2 2011 and Q2 2010, and $731 million and $336 million for the six months ended June 30, 2011 and 2010, with the sequential increases primarily reflecting additional investments in support of continued business growth, including investments in technology infrastructure including Amazon Web Services ("AWS"), additional capacity to support our fulfillment operations, and investments in corporate office space. We expect this trend to continue over time. Capital expenditures included $62 million and $44 million for internal-use software and website development during Q2 2011 and Q2 2010, and $115 million and $84 million for the six months ended June 30, 2011 and 2010. Stock-based compensation capitalized for internal-use software and website development costs does not affect cash flows. We made cash payments, net of acquired cash, related to acquisition and other investment activity of $469 million and $21 million during Q2 2011 and Q2 2010, and $608 million and $40 million during the six months ended June 30, 2011 and 2010.

(1) Working capital consists of accounts receivable, inventory, and accounts payable.

Cash provided by (used in) financing activities was $(91) million and $43 million for Q2 2011 and Q2 2010, and $(67) million and $130 million for the six months ended June 30, 2011 and 2010. Cash outflows from financing activities result from payments on obligations related to capital leases and leases accounted for as financing arrangements and repayments of long-term debt. Payments on obligations related to capital leases and leases accounted for as financing arrangements, and repayments of long-term debt, were $140 million and $37 million in Q2 2011 and Q2 2010, and $251 million and $98 million for the six months ended June 30, 2011 and 2010. Cash inflows from financing activities primarily result from proceeds from long-term debt and tax benefits relating to excess stock-based compensation deductions. Proceeds from long-term debt and other were $34 million and $5 million in Q2 2011 and Q2 2010, and $123 million and $67 million for the six months ended June 30, 2011 and 2010. Tax benefits relating to excess stock-based compensation deductions are presented as financing cash flows. Cash inflows (outflows) from tax benefits related to stock-based compensation deductions were $15 million and $75 million for Q2 2011 and Q2 2010, and $61 million and $161 million for the six months ended June 30, 2011 and 2010.

We recorded net tax provisions of $49 million and $88 million in Q2 2011 and Q2 2010, and $138 million and $189 million for the six months ended June 30, 2011 and 2010. A majority of this provision is non-cash. We have current tax benefits relating to excess stock-based compensation deductions that are being utilized to reduce our U.S. taxable income. Except as required under U.S. tax law, we do not provide for U.S. taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed since we intend to invest such undistributed earnings indefinitely outside of the U.S. Cash taxes paid (net of refunds) were $(1) million and $43 million for Q2 2011 and Q2 2010, and $6 million and $46 million for the six months ended June 30, 2011 and 2010. We used substantially all of our federal net operating loss carryforwards in 2010 and as of December 31, 2010, we had available federal tax credits of $227 million. Once we use our credits, we expect cash paid for taxes to significantly increase. We endeavor to optimize our global taxes on a cash basis, rather than on a financial reporting basis.

In January 2010, our Board of Directors authorized a program to repurchase up to $2 billion of our common stock, which replaces the prior February 2008 repurchase authorization. We did not repurchase common stock in 2010 or during the six months ended June 30, 2011.

See Item 1 of Part I, "Financial Statements - Note 3 - Commitments and Contingencies" for additional discussion of our principal contractual commitments, as well as our pledged securities. Purchase obligations and open purchase orders, consisting of inventory and significant non-inventory commitments, were $2.9 billion at June 30, 2011. Purchase obligations and open purchase orders are generally cancelable in full or in part through the contractual provisions.

On average, our high inventory turnover2 means we collect from our customers before our payments to suppliers come due. Inventory turnover was 11 and 12 for Q2 2011 and Q2 2010. We expect some variability in inventory turnover over time as it is affected by several factors, including category expansion and changes in our product mix, the mix of sales by us and by other sellers, our continuing focus on in-stock inventory availability, our investment in new geographies and product lines, and the extent to which we choose to utilize outsource fulfillment providers.

We believe that current cash, cash equivalents, and marketable securities balances will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. However, any projections of future cash needs and cash flows are subject to substantial uncertainty. See Item 1A of Part II, "Risk Factors." We continually evaluate opportunities to sell additional equity or debt securities, obtain credit facilities, repurchase common stock, pay dividends, or repurchase, refinance, or otherwise restructure our debt for strategic reasons or to further strengthen our financial position. The sale of additional equity or convertible debt securities would likely be dilutive to our shareholders. In addition, we will, from time to time, consider the acquisition of, or investment in, complementary businesses, products, services, and technologies, which might affect our liquidity requirements or cause us to issue additional equity or debt securities. There can be no assurance that additional lines-of-credit or financing instruments will be available in amounts or on terms acceptable to us, if at all.

(2) Inventory turnover is the quotient of trailing twelve month cost of sales to average inventory over five quarter ends.

Results of Operations

We have organized our operations into two principal segments: North America and
International. We present our segment information along the same lines that our
chief executive reviews our operating results in assessing performance and
allocating resources.



                                                  Three Months Ended             Six Months Ended
                                                       June 30,                      June 30,
                                                 2011            2010           2011           2010
                                                    (in millions)                  (in millions)
Net Sales:
North America                                  $   5,406        $ 3,590       $ 10,871       $  7,370
International                                      4,507          2,976          8,899          6,327

Consolidated                                   $   9,913        $ 6,566       $ 19,770       $ 13,697

Year-over-year Percentage Growth:
North America                                         51 %           46 %           48 %           47 %
International                                         51             35             41             40
Consolidated                                          51             41             44             44
Year-over-year Percentage Growth, excluding
effect of exchange rates:
North America                                         51 %           46 %           47 %           46 %
International                                         36             38             31             38
Consolidated                                          44             42             40             42
Net Sales Mix:
North America                                         55 %           55 %           55 %           54 %
International                                         45             45             45             46

Consolidated                                         100 %          100 %          100 %          100 %

Sales increased 51% in Q2 2011. Changes in currency exchange rates affected net sales positively by $477 million for Q2 2011 and positively by $621 million for the six months ended Q2 2011. For a discussion of the effect on sales growth of exchange rates, see "Effect of Exchange Rates" below.

The North America sales growth rate was 51% for Q2 2011 and 48% for the six months ended June 30, 2011. Sales growth primarily reflects increased unit sales. Increased unit sales were driven largely by our continued efforts to reduce prices for our customers, including from shipping offers, by a larger base of sales in faster growing categories such as electronics and other general merchandise, by increased in-stock inventory availability, and by increased selection of product offerings.

The International sales growth rate was 51% for Q2 2011 and 41% for the six months ended June 30, 2011. Sales growth primarily reflects increased unit sales. Increased unit sales were driven largely by our continued efforts to reduce prices for our customers, including from shipping offers, by a larger base of sales in faster growing categories such as electronics and other general merchandise, by increased in-stock inventory availability, and by increased selection of product offerings. Additionally, changes in currency exchange rates affected International net sales positively by $473 million for Q2 2011 and positively by $614 million for the six months ended June 30, 2011. We expect that, over time, our International segment will represent 50% or more of our consolidated net sales.

Sales of products by other sellers on our websites represented 36% and 34% of units for Q2 2011 and Q2 2010, and 36% and 33% for the six months ended June 30, 2011 and 2010. Revenues from such sales are recorded as a net amount. Because we focus on operating profits, we are largely neutral on whether an item is sold by us or by another seller.

Supplemental Information

Supplemental information about shipping results is as follows:



                                       Three Months Ended             Six Months Ended
                                            June 30,                      June 30,
                                       2011            2010          2011           2010
                                          (in millions)                 (in millions)
 Shipping Activity:
 Shipping revenue (1)(2)             $     331        $  239       $    661       $    486
 Outbound shipping costs                  (820 )        (487 )       (1,605 )       (1,005 )

 Net shipping cost                   $    (489 )      $ (248 )     $   (944 )     $   (519 )

 Year-over-year Percentage Growth:
 Shipping revenue                           39 %          29 %           36 %           29 %
 Outbound shipping costs                    68            47             60             46
 Net shipping cost                          97            69             82             65
 Percent of Net Sales:
 Shipping revenue                          3.3 %         3.6 %          3.3 %          3.5 %
 Outbound shipping costs                  (8.2 )        (7.4 )         (8.1 )         (7.3 )

 Net shipping cost                        (4.9 )%       (3.8 )%        (4.8 )%        (3.8 )%

(1) Excludes amounts earned on shipping activities by third-party sellers where we do not provide the fulfillment service.

(2) Includes amounts earned from the Amazon Prime membership shipping service and Fulfillment by Amazon programs.

We expect our net cost of shipping to continue to increase to the extent our customers accept and use our shipping offers at an increasing rate; to the extent our product mix shifts to the electronics and other general merchandise category; to the extent we reduce shipping rates; to the extent we use more expensive shipping methods; and to the extent we offer additional services. We seek to mitigate costs of shipping over time in part through achieving higher sales volumes, negotiating better terms with our suppliers, and achieving better operating efficiencies. We believe that offering low prices to our customers is fundamental to our future success, and one way we offer lower prices is through shipping offers.

Supplemental information about our net sales is as follows:

                                                    Three Months Ended             Six Months Ended
. . .