Amazon Annual Letters

To our shareowners:
This year, Amazon became the fastest company ever to reach $100 billion in annual sales. Also this year,
Amazon Web Services is reaching $10 billion in annual sales … doing so at a pace even faster than Amazon
achieved that milestone.
What’s going on here? Both were planted as tiny seeds and both have grown organically without significant
acquisitions into meaningful and large businesses, quickly. Superficially, the two could hardly be more different.
One serves consumers and the other serves enterprises. One is famous for brown boxes and the other for APIs. Is
it only a coincidence that two such dissimilar offerings grew so quickly under one roof? Luck plays an outsized
role in every endeavor, and I can assure you we’ve had a bountiful supply. But beyond that, there is a connection
between these two businesses. Under the surface, the two are not so different after all. They share a distinctive
organizational culture that cares deeply about and acts with conviction on a small number of principles. I’m
talking about customer obsession rather than competitor obsession, eagerness to invent and pioneer, willingness
to fail, the patience to think long-term, and the taking of professional pride in operational excellence. Through
that lens, AWS and Amazon retail are very similar indeed.
A word about corporate cultures: for better or for worse, they are enduring, stable, hard to change. They can
be a source of advantage or disadvantage. You can write down your corporate culture, but when you do so,
you’re discovering it, uncovering it – not creating it. It is created slowly over time by the people and by events –
by the stories of past success and failure that become a deep part of the company lore. If it’s a distinctive culture,
it will fit certain people like a custom-made glove. The reason cultures are so stable in time is because people
self-select. Someone energized by competitive zeal may select and be happy in one culture, while someone who
loves to pioneer and invent may choose another. The world, thankfully, is full of many high-performing, highly
distinctive corporate cultures. We never claim that our approach is the right one – just that it’s ours – and over
the last two decades, we’ve collected a large group of like-minded people. Folks who find our approach
energizing and meaningful.
One area where I think we are especially distinctive is failure. I believe we are the best place in the world to
fail (we have plenty of practice!), and failure and invention are inseparable twins. To invent you have to
experiment, and if you know in advance that it’s going to work, it’s not an experiment. Most large organizations
embrace the idea of invention, but are not willing to suffer the string of failed experiments necessary to get there.
Outsized returns often come from betting against conventional wisdom, and conventional wisdom is usually
right. Given a ten percent chance of a 100 times payoff, you should take that bet every time. But you’re still
going to be wrong nine times out of ten. We all know that if you swing for the fences, you’re going to strike out a
lot, but you’re also going to hit some home runs. The difference between baseball and business, however, is that
baseball has a truncated outcome distribution. When you swing, no matter how well you connect with the ball,
the most runs you can get is four. In business, every once in a while, when you step up to the plate, you can score
1,000 runs. This long-tailed distribution of returns is why it’s important to be bold. Big winners pay for so many
experiments.
AWS, Marketplace and Prime are all examples of bold bets at Amazon that worked, and we’re fortunate to
have those three big pillars. They have helped us grow into a large company, and there are certain things that
only large companies can do. With a tip of the hat to our Seattle neighbors, no matter how good an entrepreneur
you are, you’re not going to build an all-composite 787 in your garage startup – not one you’d want to fly in
anyway. Used well, our scale enables us to build services for customers that we could otherwise never even
contemplate. But also, if we’re not vigilant and thoughtful, size could slow us down and diminish our
inventiveness.

As I meet with teams across Amazon, I am continually amazed at the passion, intelligence and creativity on
display. Our teams accomplished a lot in the last year, and I’d like to share a few of the highlights of our efforts
to nourish and globalize our three big offerings – Prime, Marketplace and AWS. And while I’ll focus on those
three, I assure you that we also remain hard at work on finding a fourth.
Prime
We want Prime to be such a good value, you’d be irresponsible not to be a member.
We’ve grown Prime two-day delivery selection from 1 million items to over 30 million, added Sunday
Delivery, and introduced Free Same-Day Delivery on hundreds of thousands of products for customers in more
than 35 cities around the world. We’ve added music, photo storage, the Kindle Owners’ Lending Library, and
streaming films and TV.
Prime Now offers members one-hour delivery on an important subset of selection, and was launched only
111 days after it was dreamed up. In that time, a small team built a customer-facing app, secured a location for an
urban warehouse, determined which 25,000 items to sell, got those items stocked, recruited and on-boarded new
staff, tested, iterated, designed new software for internal use – both a warehouse management system and a
driver-facing app – and launched in time for the holidays. Today, just 15 months after that first city launch, Prime
Now is serving members in more than 30 cities around the world.
Prime Video offers exclusives from some of the world’s most passionate storytellers. We want brilliant
creators like Jill Soloway, Jason Schwartzman and Spike Lee to take risks and push boundaries. Our original
series have already earned more than 120 nominations and won nearly 60 awards, including Golden Globe and
Emmy awards. Many of these are stories that might never have been told in the traditional linear programming
model. In the pipeline and coming soon are new series and movies from creators like Jeremy Clarkson, David E.
Kelley, Woody Allen and Kenneth Lonergan.
The Man in the High Castle, based on the Philip K. Dick novel, explores an alternate history where the U.S.
lost World War II. It debuted on Prime Video on November 20th and in four weeks became our most-viewed
show – receiving acclaim from critics like “...Amazon has the best new drama of the season in The Man in the
High Castle” and “The Man in the High Castle accomplishes so much, where most new broadcast TV dramas
these days don’t even try.”
These shows are great for customers, and they feed the Prime flywheel – Prime members who watch Prime
Video are more likely to convert from a free trial to a paid membership, and more likely to renew their annual
subscriptions.
Finally, our first ever Prime Day surpassed all our expectations – more new members tried Prime that day
than any other day in our history. Worldwide order growth increased 266% over the same day the year before,
and sellers whose products are Prime-eligible through FBA saw record-breaking sales – with growth nearing
300%.
Prime has become an all-you-can-eat, physical-digital hybrid that members love. Membership grew 51%
last year – including 47% growth in the U.S. and even faster internationally – and there are now tens of millions
of members worldwide. There’s a good chance you’re already one of them, but if you’re not – please be
responsible – join Prime.
Marketplace
We took two big swings and missed – with Auctions and zShops – before we launched Marketplace over 15
years ago. We learned from our failures and stayed stubborn on the vision, and today close to 50% of units sold
on Amazon are sold by third-party sellers. Marketplace is great for customers because it adds unique selection,
and it’s great for sellers – there are over 70,000 entrepreneurs with sales of more than $100,000 a year selling on

Amazon, and they’ve created over 600,000 new jobs. With FBA, that flywheel spins faster because sellers’
inventory becomes Prime-eligible – Prime becomes more valuable for members, and sellers sell more.
This year, we created a new program called Seller Fulfilled Prime. We invited sellers who are able to meet a
high bar for shipping speed and consistency in service to be part of the Prime program and ship their own orders
at Prime speed directly. Those sellers have already seen a significant bump in sales, and the program has led to
hundreds of thousands of additional items that are available to Prime customers via free two-day or next-day
shipping in the U.S., U.K. and Germany.
We also created the Amazon Lending program to help sellers grow. Since the program launched, we’ve
provided aggregate funding of over $1.5 billion to micro, small and medium businesses across the U.S., U.K. and
Japan through short-term loans, with a total outstanding loan balance of about $400 million. Stephen Aarstol,
surfer and owner of Tower Paddle Boards, is one beneficiary. His business has become one of the fastest-
growing companies in San Diego, in part with a little help from Amazon Lending. Click-to-cash access to capital
helps these small enterprises grow, benefits customers with greater selection, and benefits Amazon since our
marketplace revenue grows along with the sellers’ sales. We hope to expand Amazon Lending and are now
working on ways to partner with banks so they can use their expertise to take and manage the bulk of the credit
risk.
In addition to nourishing our big offerings, we work to globalize them. Our Marketplace creates
opportunities for sellers anywhere to reach buyers around the world. In the past, many sellers would limit their
customer base to their home country due to the practical challenges of selling internationally. To globalize
Marketplace and expand the opportunities available to sellers, we built selling tools that empowered
entrepreneurs in 172 countries to reach customers in 189 countries last year. These cross-border sales are now
nearly a quarter of all third-party units sold on Amazon. To make this possible, we translated hundreds of
millions of product listings and provided conversion services among 44 currencies. Even small and niche sellers
can now tap into our global customer base and global logistics network. The end result is very different from
sellers handling their own one-at-a-time, cross-border fulfillment. Plugable Technologies’ CEO, Bernie
Thompson, put it this way: “It really changes the paradigm when you’re able to ship the goods in bulk to a
warehouse in Europe or Japan and have those goods be fulfilled in one day or two days.”
India is another example of how we globalize an offering like Marketplace through customer obsession and
a passion for invention. Last year we ran a program called Amazon Chai Cart where we deployed three-wheeled
mobile carts to navigate in a city’s business districts, serve tea, water and lemon juice to small business owners
and teach them about selling online. In a period of four months, the team traveled 15,280 km across 31 cities,
served 37,200 cups of tea and engaged with over 10,000 sellers. Through this program and other conversations
with sellers, we found out there was a lot of interest in selling online, but that sellers struggled with the belief that
the process was time-consuming, tedious and complex. So, we invented Amazon Tatkal, which enables small
businesses to get online in less than 60 minutes. Amazon Tatkal is a specially designed studio-on-wheels offering
a suite of launch services including registration, imaging and cataloguing services, as well as basic seller training
mechanisms. Since its launch on February 17th, we have reached sellers in 25 cities.
We’re also globalizing Fulfillment by Amazon, adapting the service to local customer needs. In India, we
launched a program called Seller Flex to combine Amazon’s logistics capabilities with sellers’ selection at the local
neighborhood level. Sellers set aside a part of their warehouse for storing items to be sold on Amazon, and we
configure it as a fulfillment center in our network that can receive and fulfill customer orders. Our team provides
guidance on warehouse layout, IT and operational infrastructure, and trains the seller on standard operating
procedures to be followed onsite. We’ve now launched 25 operational Seller Flex sites across ten cities.
Amazon Web Services
Just over 10 years ago, AWS started in the U.S. with its first major service, a simple storage service. Today,
AWS offers more than 70 services for compute, storage, databases, analytics, mobile, Internet of Things, and
enterprise applications. We also offer 33 Availability Zones across 12 geographic regions worldwide, with

another five regions and 11 Availability Zones in Canada, China, India, the U.S., and the U.K. to be available in
the coming year. AWS started with developers and startups, and now is used by more than a million customers
from organizations of every size across nearly every industry – companies like Pinterest, Airbnb, GE, Enel,
Capital One, Intuit, Johnson & Johnson, Philips, Hess, Adobe, McDonald’s, and Time Inc.
AWS is bigger than Amazon.com was at 10 years old, growing at a faster rate, and – most noteworthy in my
view – the pace of innovation continues to accelerate – we announced 722 significant new features and services
in 2015, a 40% increase over 2014.
Many characterized AWS as a bold – and unusual – bet when we started. “What does this have to do with
selling books?” We could have stuck to the knitting. I’m glad we didn’t. Or did we? Maybe the knitting has as
much to do with our approach as the arena. AWS is customer obsessed, inventive and experimental, long-term
oriented, and cares deeply about operational excellence.
Given 10 years and many iterations, that approach has allowed AWS to rapidly expand into the world’s
most comprehensive, widely adopted cloud service. As with our retail business, AWS is made up of many small
teams with single-threaded owners, enabling rapid innovation. The team rolls out new functionality almost daily
across 70 services, and that new functionality just “shows up” for customers – there’s no upgrading.
Many companies describe themselves as customer-focused, but few walk the walk. Most big technology
companies are competitor focused. They see what others are doing, and then work to fast follow. In contrast, 90
to 95% of what we build in AWS is driven by what customers tell us they want. A good example is our new
database engine, Amazon Aurora. Customers have been frustrated by the proprietary nature, high cost, and
licensing terms of traditional, commercial-grade database providers. And while many companies have started
moving toward more open engines like MySQL and Postgres, they often struggle to get the performance they
need. Customers asked us if we could eliminate that inconvenient trade-off, and that’s why we built Aurora. It
has commercial-grade durability and availability, is fully compatible with MySQL, has up to 5 times better
performance than the typical MySQL implementation, but is 1/10th the price of the traditional, commercial-grade
database engines. This has struck a resonant chord with customers, and Aurora is the fastest-growing service in
the history of AWS. Nearly this same story could be told about Redshift, our managed data warehouse service,
which is the second fastest growing service in AWS history – both small and large companies are moving their
data warehouses to Redshift.
Our approach to pricing is also driven by our customer-centric culture – we’ve dropped prices 51 times, in
many cases before there was any competitive pressure to do so. In addition to price reductions, we’ve also
continued to launch new lower cost services like Aurora, Redshift, QuickSight (our new Business Intelligence
service), EC2 Container Service (our new compute container service), and Lambda (our pioneering server-less
computing capability), while extending our services to offer a range of highly cost-effective options for running
just about every type of application or IT use case imaginable. We even roll out and continuously improve
services like Trusted Advisor, which alerts customers when they can save money – resulting in hundreds of
millions of dollars in savings for our customers. I’m pretty sure we’re the only IT vendor telling customers how
to stop spending money with us.
Whether you are a startup founded yesterday or a business that has been around for 140 years, the cloud is
providing all of us with unbelievable opportunities to reinvent our businesses, add new customer experiences,
redeploy capital to fuel growth, increase security, and do all of this so much faster than before. MLB Advanced
Media is an example of an AWS customer that is constantly reinventing the customer experience. MLB’s
Statcast tracking technology is a new feature for baseball fans that measures the position of each player, the
baserunners, and the ball as they move during every play on the field, giving viewers on any screen access to
empirical data that answers age-old questions like “what could have happened if…” while also bringing new
questions to life. Turning baseball into rocket science, Statcast uses a missile radar system to measure every
pitched ball’s movements more than 2,000 times per second, streams and collects data in real-time through
Amazon Kinesis (our service for processing real-time streaming data), stores the data on Amazon S3, and then
performs analytics in Amazon EC2. The suite of services will generate nearly 7 TB of raw statistical data per
game and up to 17 PB per season, shedding quantitative light on age-old, but never verified, baseball pearls of
wisdom like “never slide into first.”

About seven years ago, Netflix announced that they were going to move all their applications to the cloud.
Netflix chose AWS because it provided them with the greatest scale and the broadest set of services and features.
Netflix recently completed their cloud migration, and stories like theirs are becoming increasingly common as
companies like Infor, Intuit, and Time Inc., have made plans to move all of their applications to AWS.
AWS is already good enough today to attract more than 1 million customers, and the service is only going to
get better from here. As the team continues their rapid pace of innovation, we’ll offer more and more capabilities
to let builders build unfettered, it will get easier and easier to collect, store and analyze data, we’ll continue to
add more geographic locations, and we’ll continue to see growth in mobile and “connected” device applications.
Over time, it’s likely that most companies will choose not to run their own data centers, opting for the cloud
instead.
Invention Machine
We want to be a large company that’s also an invention machine. We want to combine the extraordinary
customer-serving capabilities that are enabled by size with the speed of movement, nimbleness, and risk-
acceptance mentality normally associated with entrepreneurial start-ups.
Can we do it? I’m optimistic. We have a good start on it, and I think our culture puts us in a position to
achieve the goal. But I don’t think it’ll be easy. There are some subtle traps that even high-performing large
organizations can fall into as a matter of course, and we’ll have to learn as an institution how to guard against
them. One common pitfall for large organizations – one that hurts speed and inventiveness – is “one-size-fits-all”
decision making.
Some decisions are consequential and irreversible or nearly irreversible – one-way doors – and these
decisions must be made methodically, carefully, slowly, with great deliberation and consultation. If you walk
through and don’t like what you see on the other side, you can’t get back to where you were before. We can call
these Type 1 decisions. But most decisions aren’t like that – they are changeable, reversible – they’re two-way
doors. If you’ve made a suboptimal Type 2 decision, you don’t have to live with the consequences for that long.
You can reopen the door and go back through. Type 2 decisions can and should be made quickly by high
judgment individuals or small groups.
As organizations get larger, there seems to be a tendency to use the heavy-weight Type 1 decision-making
process on most decisions, including many Type 2 decisions. The end result of this is slowness, unthoughtful risk
aversion, failure to experiment sufficiently, and consequently diminished invention.1 We’ll have to figure out
how to fight that tendency.
And one-size-fits-all thinking will turn out to be only one of the pitfalls. We’ll work hard to avoid it… and
any other large organization maladies we can identify.
Sustainability and Social Invention
Our growth has happened fast. Twenty years ago, I was driving boxes to the post office in my Chevy Blazer
and dreaming of a forklift. In absolute numbers (as opposed to percentages), the past few years have been
especially significant. We’ve grown from 30,000 employees in 2010 to more than 230,000 now. We’re a bit like
parents who look around one day and realize their kids are grown – you blink and it happens.
One thing that’s exciting about our current scale is that we can put our inventive culture to work on moving
the needle on sustainability and social issues.
Two years ago we set a long-term goal to use 100% renewable energy across our global AWS infrastructure.
We’ve since announced four significant wind and solar farms that will deliver 1.6 million megawatt hours per
1 The opposite situation is less interesting and there is undoubtedly some survivorship bias. Any companies that
habitually use the light-weight Type 2 decision-making process to make Type 1 decisions go extinct before
they get large.

year of additional renewable energy into the electric grids that supply AWS data centers. Amazon Wind Farm
Fowler Ridge has already come online. We reached 25% sustainable energy use across AWS last year, are on
track to reach 40% this year, and are working on goals that will cover all of Amazon’s facilities around the
world, including our fulfillment centers.
We’ll keep expanding our efforts in areas like packaging, where our culture of invention led to a big winner
– the Frustration-Free Packaging program. Seven years ago we introduced the initiative with 19 products. Today,
there are more than 400,000 globally. In 2015, the program eliminated tens of millions of pounds of excess
packaging material. Frustration-Free Packaging is a customer delighter because the packages are easier to open.
It’s good for the planet because it creates less waste. And it’s good for shareholders because, with tighter
packaging, we ship less “air” and save on transportation costs.
We also continue to pioneer new programs for employees – like Career Choice, Leave Share, and Ramp
Back. Career Choice pre-pays 95% of tuition for courses that teach in-demand skills, regardless of whether those
skills are relevant to a career at Amazon. We’ll pay for nursing certifications, airplane mechanic courses, and
many others. We’re building classrooms with glass walls right in our fulfillment centers as a way to encourage
employees to participate in the program and to make it easy. We see the impact through stories like Sharie
Warmack – a single mother of eight who worked in one of our Phoenix fulfillment centers. Career Choice paid
for Sharie to get licensed to drive an 18-wheeler. Sharie worked hard, passed her tests, and she’s now a long-haul
driver for Schneider Trucking – and loving it. This coming year, we’re launching a program to teach other
interested companies the benefits of Career Choice and how to implement it.
Leave Share and Ramp Back are programs that give new parents flexibility with their growing families.
Leave Share lets employees share their Amazon paid leave with their spouse or domestic partner if their spouse’s
employer doesn’t offer paid leave. Ramp Back gives birth mothers additional control over the pace at which they
return to work. Just as with our health care plan, these benefits are egalitarian – they’re the same for our
fulfillment center and customer service employees as they are for our most senior executives.
Renewable energy, Frustration-Free Packaging, Career Choice, Leave Share, and Ramp Back are examples
of a culture that embraces invention and long-term thinking. It’s very energizing to think that our scale provides
opportunities to create impact in these areas.
I can tell you it’s a great joy for me to get to work every day with a team of such smart, imaginative, and
passionate people. On behalf of all of us at Amazon, thank you for your support as shareholders. As always, I
attach a copy of our original 1997 letter. Our approach remains the same, and it’s still Day 1.
Jeffrey P. Bezos
Founder and Chief Executive Officer
Amazon.com, Inc.

1997 LETTER TO SHAREHOLDERS
(Reprinted from the 1997 Annual Report)
To our shareholders:
Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5 million customers,
yielding 838% revenue growth to $147.8 million, and extended our market leadership despite aggressive
competitive entry.
But this is Day 1 for the Internet and, if we execute well, for Amazon.com. Today, online commerce saves
customers money and precious time. Tomorrow, through personalization, online commerce will accelerate the
very process of discovery. Amazon.com uses the Internet to create real value for its customers and, by doing so,
hopes to create an enduring franchise, even in established and large markets.
We have a window of opportunity as larger players marshal the resources to pursue the online opportunity
and as customers, new to purchasing online, are receptive to forming new relationships. The competitive
landscape has continued to evolve at a fast pace. Many large players have moved online with credible offerings
and have devoted substantial energy and resources to building awareness, traffic, and sales. Our goal is to move
quickly to solidify and extend our current position while we begin to pursue the online commerce opportunities
in other areas. We see substantial opportunity in the large markets we are targeting. This strategy is not without
risk: it requires serious investment and crisp execution against established franchise leaders.
It’s All About the Long Term
We believe that a fundamental measure of our success will be the shareholder value we create over the long
term. This value will be a direct result of our ability to extend and solidify our current market leadership position.
The stronger our market leadership, the more powerful our economic model. Market leadership can translate
directly to higher revenue, higher profitability, greater capital velocity, and correspondingly stronger returns on
invested capital.
Our decisions have consistently reflected this focus. We first measure ourselves in terms of the metrics most
indicative of our market leadership: customer and revenue growth, the degree to which our customers continue to
purchase from us on a repeat basis, and the strength of our brand. We have invested and will continue to invest
aggressively to expand and leverage our customer base, brand, and infrastructure as we move to establish an
enduring franchise.
Because of our emphasis on the long term, we may make decisions and weigh tradeoffs differently than
some companies. Accordingly, we want to share with you our fundamental management and decision-making
approach so that you, our shareholders, may confirm that it is consistent with your investment philosophy:
• We will continue to focus relentlessly on our customers.
• We will continue to make investment decisions in light of long-term market leadership considerations
rather than short-term profitability considerations or short-term Wall Street reactions.
• We will continue to measure our programs and the effectiveness of our investments analytically, to
jettison those that do not provide acceptable returns, and to step up our investment in those that work
best. We will continue to learn from both our successes and our failures.

• We will make bold rather than timid investment decisions where we see a sufficient probability of
gaining market leadership advantages. Some of these investments will pay off, others will not, and we
will have learned another valuable lesson in either case.
• When forced to choose between optimizing the appearance of our GAAP accounting and maximizing
the present value of future cash flows, we’ll take the cash flows.
• We will share our strategic thought processes with you when we make bold choices (to the extent
competitive pressures allow), so that you may evaluate for yourselves whether we are making rational
long-term leadership investments.
• We will work hard to spend wisely and maintain our lean culture. We understand the importance of
continually reinforcing a cost-conscious culture, particularly in a business incurring net losses.
• We will balance our focus on growth with emphasis on long-term profitability and capital management.
At this stage, we choose to prioritize growth because we believe that scale is central to achieving the
potential of our business model.
• We will continue to focus on hiring and retaining versatile and talented employees, and continue to
weight their compensation to stock options rather than cash. We know our success will be largely
affected by our ability to attract and retain a motivated employee base, each of whom must think like,
and therefore must actually be, an owner.
We aren’t so bold as to claim that the above is the “right” investment philosophy, but it’s ours, and we
would be remiss if we weren’t clear in the approach we have taken and will continue to take.
With this foundation, we would like to turn to a review of our business focus, our progress in 1997, and our
outlook for the future.
Obsess Over Customers
From the beginning, our focus has been on offering our customers compelling value. We realized that the
Web was, and still is, the World Wide Wait. Therefore, we set out to offer customers something they simply
could not get any other way, and began serving them with books. We brought them much more selection than
was possible in a physical store (our store would now occupy 6 football fields), and presented it in a useful, easy-
to-search, and easy-to-browse format in a store open 365 days a year, 24 hours a day. We maintained a dogged
focus on improving the shopping experience, and in 1997 substantially enhanced our store. We now offer
customers gift certificates, 1-ClickSM shopping, and vastly more reviews, content, browsing options, and
recommendation features. We dramatically lowered prices, further increasing customer value. Word of mouth
remains the most powerful customer acquisition tool we have, and we are grateful for the trust our customers
have placed in us. Repeat purchases and word of mouth have combined to make Amazon.com the market leader
in online bookselling.
By many measures, Amazon.com came a long way in 1997:
• Sales grew from $15.7 million in 1996 to $147.8 million – an 838% increase.
• Cumulative customer accounts grew from 180,000 to 1,510,000 – a 738% increase.
• The percentage of orders from repeat customers grew from over 46% in the fourth quarter of 1996 to
over 58% in the same period in 1997.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of 90th to within the
top 20.
• We established long-term relationships with many important strategic partners, including America
Online, Yahoo!, Excite, Netscape, GeoCities, AltaVista, @Home, and Prodigy.

Infrastructure
During 1997, we worked hard to expand our business infrastructure to support these greatly increased
traffic, sales, and service levels:
• Amazon.com’s employee base grew from 158 to 614, and we significantly strengthened our
management team.
• Distribution center capacity grew from 50,000 to 285,000 square feet, including a 70% expansion of our
Seattle facilities and the launch of our second distribution center in Delaware in November.
• Inventories rose to over 200,000 titles at year-end, enabling us to improve availability for our customers.
• Our cash and investment balances at year-end were $125 million, thanks to our initial public offering in
May 1997 and our $75 million loan, affording us substantial strategic flexibility.
Our Employees
The past year’s success is the product of a talented, smart, hard-working group, and I take great pride in
being a part of this team. Setting the bar high in our approach to hiring has been, and will continue to be, the
single most important element of Amazon.com’s success.
It’s not easy to work here (when I interview people I tell them, “You can work long, hard, or smart, but at
Amazon.com you can’t choose two out of three”), but we are working to build something important, something
that matters to our customers, something that we can all tell our grandchildren about. Such things aren’t meant to
be easy. We are incredibly fortunate to have this group of dedicated employees whose sacrifices and passion
build Amazon.com.
Goals for 1998
We are still in the early stages of learning how to bring new value to our customers through Internet
commerce and merchandising. Our goal remains to continue to solidify and extend our brand and customer base.
This requires sustained investment in systems and infrastructure to support outstanding customer convenience,
selection, and service while we grow. We are planning to add music to our product offering, and over time we
believe that other products may be prudent investments. We also believe there are significant opportunities to
better serve our customers overseas, such as reducing delivery times and better tailoring the customer experience.
To be certain, a big part of the challenge for us will lie not in finding new ways to expand our business, but in
prioritizing our investments.
We now know vastly more about online commerce than when Amazon.com was founded, but we still have
so much to learn. Though we are optimistic, we must remain vigilant and maintain a sense of urgency. The
challenges and hurdles we will face to make our long-term vision for Amazon.com a reality are several:
aggressive, capable, well-funded competition; considerable growth challenges and execution risk; the risks of
product and geographic expansion; and the need for large continuing investments to meet an expanding market
opportunity. However, as we’ve long said, online bookselling, and online commerce in general, should prove to
be a very large market, and it’s likely that a number of companies will see significant benefit. We feel good about
what we’ve done, and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our customers for their business and
trust, to each other for our hard work, and to our shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
November 19, 2007, was a special day. After three years of work, we introduced Amazon Kindle to our
customers.
Many of you may already know something of Kindle—we’re fortunate (and grateful) that it has been broadly
written and talked about. Briefly, Kindle is a purpose-built reading device with wireless access to more than
110,000 books, blogs, magazines, and newspapers. The wireless connectivity isn’t WiFi—instead it uses the
same wireless network as advanced cell phones, which means it works when you’re at home in bed or out and
moving around. You can buy a book directly from the device, and the whole book will be downloaded wirelessly,
ready for reading, in less than 60 seconds. There is no “wireless plan,” no year-long contract you must commit to,
and no monthly service fee. It has a paper-like electronic-ink display that’s easy to read even in bright daylight.
Folks who see the display for the first time do a double-take. It’s thinner and lighter than a paperback, and can
hold 200 books. Take a look at the Kindle detail page on Amazon.com to see what customers think—Kindle has
already been reviewed more than 2,000 times.
As you might expect after three years of work, we had sincere hopes that Kindle would be well received, but we
did not expect the level of demand that actually materialized. We sold out in the first 51⁄2 hours, and our supply
chain and manufacturing teams have had to scramble to increase production capacity.
We started by setting ourselves the admittedly audacious goal of improving upon the physical book. We did not
choose that goal lightly. Anything that has persisted in roughly the same form and resisted change for 500 years
is unlikely to be improved easily. At the beginning of our design process, we identified what we believe is the
book’s most important feature. It disappears. When you read a book, you don’t notice the paper and the ink and
the glue and the stitching. All of that dissolves, and what remains is the author’s world.
We knew Kindle would have to get out of the way, just like a physical book, so readers could become engrossed
in the words and forget they’re reading on a device. We also knew we shouldn’t try to copy every last feature of a
book—we could never out-book the book. We’d have to add new capabilities—ones that could never be possible
with a traditional book.
The early days of Amazon.com provide an analog. It was tempting back then to believe that an online bookstore
should have all the features of a physical bookstore. I was asked about a particular feature dozens of times: “How
are you going to do electronic book signings?” Thirteen years later, we still haven’t figured that one out! Instead
of trying to duplicate physical bookstores, we’ve been inspired by them and worked to find things we could do in
the new medium that could never be done in the old one. We don’t have electronic book signings, and similarly
we can’t provide a comfortable spot to sip coffee and relax. However, we can offer literally millions of titles,
help with purchase decisions through customer reviews, and provide discovery features like “customers who
bought this item also bought.” The list of useful things that can be done only in the new medium is a long one.
I’ll highlight a few of the useful features we built into Kindle that go beyond what you could ever do with a
physical book. If you come across a word you don’t recognize, you can look it up easily. You can search your
books. Your margin notes and underlinings are stored on the server-side in the “cloud,” where they can’t be lost.
Kindle keeps your place in each of the books you’re reading, automatically. If your eyes are tired, you can
change the font size. Most important is the seamless, simple ability to find a book and have it in 60 seconds.
When I’ve watched people do this for the first time, it’s clear the capability has a profound effect on them. Our
vision for Kindle is every book ever printed in any language, all available in less than 60 seconds.

Publishers—including all the major publishers—have embraced Kindle, and we’re thankful for that. From a
publisher’s point of view, there are a lot of advantages to Kindle. Books never go out of print, and they never go
out of stock. Nor is there ever waste from over-printing. Most important, Kindle makes it more convenient for
readers to buy more books. Anytime you make something simpler and lower friction, you get more of it.
We humans co-evolve with our tools. We change our tools, and then our tools change us. Writing, invented
thousands of years ago, is a grand whopper of a tool, and I have no doubt that it changed us dramatically. Five
hundred years ago, Gutenberg’s invention led to a significant step-change in the cost of books. Physical books
ushered in a new way of collaborating and learning. Lately, networked tools such as desktop computers, laptops,
cell phones and PDAs have changed us too. They’ve shifted us more toward information snacking, and I would
argue toward shorter attention spans. I value my BlackBerry—I’m convinced it makes me more productive—but
I don’t want to read a three-hundred-page document on it. Nor do I want to read something hundreds of pages
long on my desktop computer or my laptop. As I’ve already mentioned in this letter, people do more of what’s
convenient and friction-free. If our tools make information snacking easier, we’ll shift more toward information
snacking and away from long-form reading. Kindle is purpose-built for long-form reading. We hope Kindle and
its successors may gradually and incrementally move us over years into a world with longer spans of attention,
providing a counterbalance to the recent proliferation of info-snacking tools. I realize my tone here tends toward
the missionary, and I can assure you it’s heartfelt. It’s also not unique to me but is shared by a large group of
folks here. I’m glad about that because missionaries build better products. I’ll also point out that, while I’m
convinced books are on the verge of being improved upon, Amazon has no sinecure as that agent. It will happen,
but if we don’t execute well, it will be done by others.
Your team of missionaries here is fervent about driving free cash flow per share and returns on capital. We know
we can do that by putting customers first. I guarantee you there is more innovation ahead of us than behind us,
and we do not expect the road to be an easy one. We’re hopeful, and I’d even say optimistic, that Kindle, true to
its name, will “start a fire” and improve the world of reading.
As always, I attach our 1997 letter to shareholders. You’ll see that Kindle exemplifies our philosophy and long-
term investment approach as discussed in that letter. Happy reading and many thanks!
Jeffrey P. Bezos
Amazon.com, Inc.
April 2008

• In terms of audience reach, per Media Metrix, our Web site went from a rank of 90th to within the top
20.

“Jeff, what does Day 2 look like?”
That’s a question I just got at our most recent all-hands meeting. I’ve been reminding people that it’s Day 1 for a
couple of decades. I work in an Amazon building named Day 1, and when I moved buildings, I took the name
with me. I spend time thinking about this topic.
“Day 2 is stasis. Followed by irrelevance. Followed by excruciating, painful decline. Followed by death. And
that is why it is always Day 1.”
To be sure, this kind of decline would happen in extreme slow motion. An established company might harvest
Day 2 for decades, but the final result would still come.
I’m interested in the question, how do you fend off Day 2? What are the techniques and tactics? How do you
keep the vitality of Day 1, even inside a large organization?
Such a question can’t have a simple answer. There will be many elements, multiple paths, and many traps. I don’t
know the whole answer, but I may know bits of it. Here’s a starter pack of essentials for Day 1 defense: customer
obsession, a skeptical view of proxies, the eager adoption of external trends, and high-velocity decision making.
True Customer Obsession
There are many ways to center a business. You can be competitor focused, you can be product focused, you can
be technology focused, you can be business model focused, and there are more. But in my view, obsessive
customer focus is by far the most protective of Day 1 vitality.
Why? There are many advantages to a customer-centric approach, but here’s the big one: customers are always
beautifully, wonderfully dissatisfied, even when they report being happy and business is great. Even when they
don’t yet know it, customers want something better, and your desire to delight customers will drive you to invent
on their behalf. No customer ever asked Amazon to create the Prime membership program, but it sure turns out
they wanted it, and I could give you many such examples.
Staying in Day 1 requires you to experiment patiently, accept failures, plant seeds, protect saplings, and double
down when you see customer delight. A customer-obsessed culture best creates the conditions where all of that
can happen.
Resist Proxies
As companies get larger and more complex, there’s a tendency to manage to proxies. This comes in many shapes
and sizes, and it’s dangerous, subtle, and very Day 2.
A common example is process as proxy. Good process serves you so you can serve customers. But if you’re not
watchful, the process can become the thing. This can happen very easily in large organizations. The process
becomes the proxy for the result you want. You stop looking at outcomes and just make sure you’re doing the
process right. Gulp. It’s not that rare to hear a junior leader defend a bad outcome with something like, “Well, we
followed the process.” A more experienced leader will use it as an opportunity to investigate and improve the
process. The process is not the thing. It’s always worth asking, do we own the process or does the process own
us? In a Day 2 company, you might find it’s the second.
Another example: market research and customer surveys can become proxies for customers – something that’s
especially dangerous when you’re inventing and designing products. “Fifty-five percent of beta testers report
being satisfied with this feature. That is up from 47% in the first survey.” That’s hard to interpret and could
unintentionally mislead.

Good inventors and designers deeply understand their customer. They spend tremendous energy developing that
intuition. They study and understand many anecdotes rather than only the averages you’ll find on surveys. They
live with the design.
I’m not against beta testing or surveys. But you, the product or service owner, must understand the customer,
have a vision, and love the offering. Then, beta testing and research can help you find your blind spots. A
remarkable customer experience starts with heart, intuition, curiosity, play, guts, taste. You won’t find any of it
in a survey.
Embrace External Trends
The outside world can push you into Day 2 if you won’t or can’t embrace powerful trends quickly. If you fight
them, you’re probably fighting the future. Embrace them and you have a tailwind.
These big trends are not that hard to spot (they get talked and written about a lot), but they can be strangely hard
for large organizations to embrace. We’re in the middle of an obvious one right now: machine learning and
artificial intelligence.
Over the past decades computers have broadly automated tasks that programmers could describe with clear rules
and algorithms. Modern machine learning techniques now allow us to do the same for tasks where describing the
precise rules is much harder.
At Amazon, we’ve been engaged in the practical application of machine learning for many years now. Some of
this work is highly visible: our autonomous Prime Air delivery drones; the Amazon Go convenience store that
uses machine vision to eliminate checkout lines; and Alexa,1 our cloud-based AI assistant. (We still struggle to
keep Echo in stock, despite our best efforts. A high-quality problem, but a problem. We’re working on it.)
But much of what we do with machine learning happens beneath the surface. Machine learning drives our
algorithms for demand forecasting, product search ranking, product and deals recommendations, merchandising
placements, fraud detection, translations, and much more. Though less visible, much of the impact of machine
learning will be of this type – quietly but meaningfully improving core operations.
Inside AWS, we’re excited to lower the costs and barriers to machine learning and AI so organizations of all
sizes can take advantage of these advanced techniques.
Using our pre-packaged versions of popular deep learning frameworks running on P2 compute instances
(optimized for this workload), customers are already developing powerful systems ranging everywhere from
early disease detection to increasing crop yields. And we’ve also made Amazon’s higher level services available
in a convenient form. Amazon Lex (what’s inside Alexa), Amazon Polly, and Amazon Rekognition remove the
heavy lifting from natural language understanding, speech generation, and image analysis. They can be accessed
with simple API calls – no machine learning expertise required. Watch this space. Much more to come.
High-Velocity Decision Making
Day 2 companies make high-quality decisions, but they make high-quality decisions slowly. To keep the energy
and dynamism of Day 1, you have to somehow make high-quality, high-velocity decisions. Easy for start-ups and
very challenging for large organizations. The senior team at Amazon is determined to keep our decision-making
velocity high. Speed matters in business – plus a high-velocity decision making environment is more fun too. We
don’t know all the answers, but here are some thoughts.
First, never use a one-size-fits-all decision-making process. Many decisions are reversible, two-way doors. Those
decisions can use a light-weight process. For those, so what if you’re wrong? I wrote about this in more detail in
last year’s letter.
1 For something amusing, try asking, “Alexa, what is sixty factorial?”

Second, most decisions should probably be made with somewhere around 70% of the information you wish you
had. If you wait for 90%, in most cases, you’re probably being slow. Plus, either way, you need to be good at
quickly recognizing and correcting bad decisions. If you’re good at course correcting, being wrong may be less
costly than you think, whereas being slow is going to be expensive for sure.
Third, use the phrase “disagree and commit.” This phrase will save a lot of time. If you have conviction on a
particular direction even though there’s no consensus, it’s helpful to say, “Look, I know we disagree on this but
will you gamble with me on it? Disagree and commit?” By the time you’re at this point, no one can know the
answer for sure, and you’ll probably get a quick yes.
This isn’t one way. If you’re the boss, you should do this too. I disagree and commit all the time. We recently
greenlit a particular Amazon Studios original. I told the team my view: debatable whether it would be interesting
enough, complicated to produce, the business terms aren’t that good, and we have lots of other opportunities.
They had a completely different opinion and wanted to go ahead. I wrote back right away with “I disagree and
commit and hope it becomes the most watched thing we’ve ever made.” Consider how much slower this decision
cycle would have been if the team had actually had to convince me rather than simply get my commitment.
Note what this example is not: it’s not me thinking to myself “well, these guys are wrong and missing the point,
but this isn’t worth me chasing.” It’s a genuine disagreement of opinion, a candid expression of my view, a
chance for the team to weigh my view, and a quick, sincere commitment to go their way. And given that this
team has already brought home 11 Emmys, 6 Golden Globes, and 3 Oscars, I’m just glad they let me in the room
at all!
Fourth, recognize true misalignment issues early and escalate them immediately. Sometimes teams have different
objectives and fundamentally different views. They are not aligned. No amount of discussion, no number of
meetings will resolve that deep misalignment. Without escalation, the default dispute resolution mechanism for
this scenario is exhaustion. Whoever has more stamina carries the decision.
I’ve seen many examples of sincere misalignment at Amazon over the years. When we decided to invite third
party sellers to compete directly against us on our own product detail pages – that was a big one. Many smart,
well-intentioned Amazonians were simply not at all aligned with the direction. The big decision set up hundreds
of smaller decisions, many of which needed to be escalated to the senior team.
“You’ve worn me down” is an awful decision-making process. It’s slow and de-energizing. Go for quick
escalation instead – it’s better.
So, have you settled only for decision quality, or are you mindful of decision velocity too? Are the world’s trends
tailwinds for you? Are you falling prey to proxies, or do they serve you? And most important of all, are you
delighting customers? We can have the scope and capabilities of a large company and the spirit and heart of a
small one. But we have to choose it.
A huge thank you to each and every customer for allowing us to serve you, to our shareowners for your support,
and to Amazonians everywhere for your hard work, your ingenuity, and your passion.
As always, I attach a copy of our original 1997 letter. It remains Day 1.
Sincerely,
Jeff
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
As regular readers of this letter will know, our energy at Amazon comes from the desire to impress
customers rather than the zeal to best competitors. We don’t take a view on which of these approaches is more
likely to maximize business success. There are pros and cons to both and many examples of highly successful
competitor-focused companies. We do work to pay attention to competitors and be inspired by them, but it is a
fact that the customer-centric way is at this point a defining element of our culture.
One advantage – perhaps a somewhat subtle one – of a customer-driven focus is that it aids a certain type of
proactivity. When we’re at our best, we don’t wait for external pressures. We are internally driven to improve
our services, adding benefits and features, before we have to. We lower prices and increase value for customers
before we have to. We invent before we have to. These investments are motivated by customer focus rather than
by reaction to competition. We think this approach earns more trust with customers and drives rapid
improvements in customer experience – importantly – even in those areas where we are already the leader.
“Thank you. Every time I see that white paper on the front page of Amazon, I know that I’m about to get
more for my money than I thought I would. I signed up for Prime for the shipping, yet now I get movies, and TV
and books. You keep adding more, but not charging more. So thanks again for the additions.” We now have more
than 15 million items in Prime, up 15x since we launched in 2005. Prime Instant Video selection tripled in just
over a year to more than 38,000 movies and TV episodes. The Kindle Owners’ Lending Library has also more
than tripled to over 300,000 books, including an investment of millions of dollars to make the entire Harry Potter
series available as part of that selection. We didn’t “have to” make these improvements in Prime. We did so
proactively. A related investment – a major, multi-year one – is Fulfillment by Amazon. FBA gives third-party
sellers the option of warehousing their inventory alongside ours in our fulfillment center network. It has been a
game changer for our seller customers because their items become eligible for Prime benefits, which drives their
sales, while at the same time benefitting consumers with additional Prime selection.
We build automated systems that look for occasions when we’ve provided a customer experience that isn’t
up to our standards, and those systems then proactively refund customers. One industry observer recently
received an automated email from us that said, “We noticed that you experienced poor video playback while
watching the following rental on Amazon Video On Demand: Casablanca. We’re sorry for the inconvenience and
have issued you a refund for the following amount: $2.99. We hope to see you again soon.” Surprised by the
proactive refund, he ended up writing about the experience: “Amazon ‘noticed that I experienced poor video
playback…’ And they decided to give me a refund because of that? Wow…Talk about putting customers first.”
When you pre-order something from Amazon, we guarantee you the lowest price offered by us between
your order time and the end of the day of the release date. “I just received notice of a $5 refund to my credit card
for pre-order price protection. . . What a great way to do business! Thank you very much for your fair and honest
dealings.” Most customers are too busy themselves to monitor the price of an item after they pre-order it, and our
policy could be to require the customer to contact us and ask for the refund. Doing it proactively is more
expensive for us, but it also surprises, delights, and earns trust.
We also have authors as customers. Amazon Publishing has just announced it will start paying authors their
royalties monthly, sixty days in arrears. The industry standard is twice a year, and that has been the standard for a
long time. Yet when we interview authors as customers, infrequent payment is a major dissatisfier. Imagine how
you’d like it if you were paid twice a year. There isn’t competitive pressure to pay authors more than once every
six months, but we’re proactively doing so. By the way – though the research was taxing, I struggled through and
am happy to report that I recently saw many Kindles in use at a Florida beach. There are five generations of
Kindle, and I believe I saw every generation in use except for the first. Our business approach is to sell premium

hardware at roughly breakeven prices. We want to make money when people use our devices – not when people
buy our devices. We think this aligns us better with customers. For example, we don’t need our customers to be
on the upgrade treadmill. We can be very happy to see people still using four-year-old Kindles!
I can keep going – Kindle Fire’s FreeTime, our customer service Andon Cord, Amazon MP3’s AutoRip –
but will finish up with a very clear example of internally driven motivation: Amazon Web Services. In 2012,
AWS announced 159 new features and services. We’ve reduced AWS prices 27 times since launching 7 years
ago, added enterprise service support enhancements, and created innovative tools to help customers be more
efficient. AWS Trusted Advisor monitors customer configurations, compares them to known best practices, and
then notifies customers where opportunities exist to improve performance, enhance security, or save money. Yes,
we are actively telling customers they’re paying us more than they need to. In the last 90 days, customers have
saved millions of dollars through Trusted Advisor, and the service is only getting started. All of this progress
comes in the context of AWS being the widely recognized leader in its area – a situation where you might worry
that external motivation could fail. On the other hand, internal motivation – the drive to get the customer to say
“Wow” – keeps the pace of innovation fast.
Our heavy investments in Prime, AWS, Kindle, digital media, and customer experience in general strike
some as too generous, shareholder indifferent, or even at odds with being a for-profit company. “Amazon, as far
as I can tell, is a charitable organization being run by elements of the investment community for the benefit of
consumers,” writes one outside observer. But I don’t think so. To me, trying to dole out improvements in a just-
in-time fashion would be too clever by half. It would be risky in a world as fast-moving as the one we all live in.
More fundamentally, I think long-term thinking squares the circle. Proactively delighting customers earns trust,
which earns more business from those customers, even in new business arenas. Take a long-term view, and the
interests of customers and shareholders align.
As I write this, our recent stock performance has been positive, but we constantly remind ourselves of an
important point – as I frequently quote famed investor Benjamin Graham in our employee all-hands meetings –
“In the short run, the market is a voting machine but in the long run, it is a weighing machine.” We don’t
celebrate a 10% increase in the stock price like we celebrate excellent customer experience. We aren’t 10%
smarter when that happens and conversely aren’t 10% dumber when the stock goes the other way. We want to be
weighed, and we’re always working to build a heavier company.
As proud as I am of our progress and our inventions, I know that we will make mistakes along the way –
some will be self-inflicted, some will be served up by smart and hard-working competitors. Our passion for
pioneering will drive us to explore narrow passages, and, unavoidably, many will turn out to be blind alleys.
But – with a bit of good fortune – there will also be a few that open up into broad avenues.
I am incredibly lucky to be a part of this large team of outstanding missionaries who value our customers as
much as I do and who demonstrate that every day with their hard work. As always, I attach a copy of our original
1997 letter. Our approach remains the same, and it’s still Day 1.
Jeffrey P. Bezos
Amazon.com, Inc.
April 2013

In July of last year, Amazon.com reached an important way station. After four years of
single-minded focus on growth, and then just under two years spent almost exclusively on
lowering costs, we reached a point where we could afford to balance growth and cost
improvement, dedicating resources and staffed projects to both. Our major price reduction in
July, moving to discount books over $20 by 30% off list, marked this change.
This balance began to pay off in the fourth quarter, when we both significantly exceeded
our own goals on the bottom line and simultaneously reaccelerated growth in our business. We
lowered prices again in January when we offered a new class of shipping that is free (year-round)
on orders over $99. Focus on cost improvement makes it possible for us to afford to lower
prices, which drives growth. Growth spreads fixed costs across more sales, reducing cost per
unit, which makes possible more price reductions. Customers like this, and it’s good for
shareholders. Please expect us to repeat this loop.
As I mentioned, we exceeded our goals for the fourth quarter with pro forma operating
profit of $59 million and pro forma net profit of $35 million. Thousands of Amazon.com
employees around the world worked hard to achieve that goal; they are, and should be, proud of
the accomplishment. More highlights from a notable year:
• Sales grew 13% from $2.76 billion in 2000 to $3.12 billion in 2001; we achieved our
first billion-dollar quarter on reaccelerated sales and 23% year-over-year unit growth
in Q4.
• We served 25 million customer accounts in 2001, compared to 20 million in 2000 and
14 million in 1999.
• International sales grew 74% in 2001, and more than one-quarter of sales came from
outside the U.S. The U.K. and Germany, our largest international markets, had a
combined pro forma operating profit for the first time in Q4. Open only a year, Japan
grew to a $100 million annual run rate in Q4.
• Hundreds of thousands of small businesses and individuals made money by selling
new and used products to our customers directly from our highly trafficked product
detail pages. These Marketplace orders grew to 15% of U.S. orders in Q4, far
surpassing our expectations when we launched Marketplace in November 2000.
• Inventory turns increased from 12 in 2000 to 16 in 2001.

• Most important, we stayed relentlessly focused on the customer, as reflected in a
chart-topping score of 84 for the second year in a row on the widely followed
American Customer Satisfaction Index conducted by the University of Michigan. We
are told this is the highest score ever recorded--not just for any retailer, but for any
service company.
Obsess over customers: our commitment continues
Until July, Amazon.com had been primarily built on two pillars of customer experience:
selection and convenience. In July, as I already discussed, we added a third customer experience
pillar: relentlessly lowering prices. You should know that our commitment to the first two pillars
remains as strong as ever.
We now have more than 45,000 items in our electronics store (about seven times the
selection you’re likely to find in a big-box electronics store), we’ve tripled our kitchen selection
(you’ll find all the best brands), we’ve launched computer and magazine subscriptions stores,
and we’ve added selection with strategic partners such as Target and Circuit City.
We’ve improved convenience with features like Instant Order Update, which warns you
if you’re about to buy the same item twice (people are busy--they forget that they’ve already
bought it!).
We’ve dramatically improved customer self-service capabilities. Customers can now
easily find, cancel, or modify their own orders. To find an order, just make sure you are signed
in and recognized by the site, and do a regular search on any product in your order. When you
get to that product’s detail page, a link to your order will be at the top of the page.
We built a new feature called Look Inside the Book. Customers can view large high-
resolution images of not only the front cover of a book, but also the back cover, index, table of
contents, and a reasonable sample of the inside pages. They can Look Inside the Book before
making a buying decision. It’s available on over 200,000 of our millions of titles (as a point of
comparison, a typical book superstore would carries about 100,000 titles).
As my last example, I’ll just point out that one of the most important things we’ve done
to improve convenience and experience for customers also happens to be a huge driver of
variable cost productivity: eliminating mistakes and errors at their root. Every year that’s gone
by since Amazon.com’s founding, we’ve done a better and better job of eliminating errors, and
this past year was our best ever. Eliminating the root causes of errors saves us money and saves
customers time.
Our consumer franchise is our most valuable asset, and we will nourish it with innovation
and hard work.

An investment framework
In every annual letter (including this one), we attach a copy of our original 1997 letter to
shareholders to help investors decide if Amazon.com is the right kind of investment for them,
and to help us determine if we have remained true to our original goals and values. I think we
have.
In that 1997 letter, we wrote, “When forced to choose between optimizing the appearance
of our GAAP accounting and maximizing the present value of future cash flows, we’ll take the
cash flows.”
Why focus on cash flows? Because a share of stock is a share of a company's future cash
flows, and, as a result, cash flows more than any other single variable seem to do the best job of
explaining a company's stock price over the long term.
If you could know for certain just two things--a company’s future cash flows and its
future number of shares outstanding--you would have an excellent idea of the fair value of a
share of that company’s stock today. (You’d also need to know appropriate discount rates, but if
you knew the future cash flows for certain, it would also be reasonably easy to know which
discount rates to use.) It’s not easy, but you can make an informed forecast of future cash flows
by examining a company’s performance in the past and by looking at factors such as the leverage
points and scalability in that company’s model. Estimating the number of shares outstanding in
the future requires you to forecast items such as option grants to employees or other potential
capital transactions. Ultimately, your determination of cash flow per share will be a strong
indicator of the price you might be willing to pay for a share of ownership in any company.
Since we expect to keep our fixed costs largely fixed, even at significantly higher unit
volumes, we believe Amazon.com is poised over the coming years to generate meaningful,
sustained, free cash flow. Our goal for 2002 reflects just that. As we said in January when we
reported our fourth quarter results, we plan this year to generate positive operating cash flow,
leading to free cash flow (the difference between the two is up to $75 million of planned capital
expenditures). Our trailing twelve-month pro forma net income should, roughly but not
perfectly, trend like trailing twelve-month cash flow.
Limiting share count means more cash flow per share and more long-term value for
owners. Our current objective is to target net dilution from employee stock options (grants net of
cancellations) to an average of 3% per year over the next five years, although in any given year it
might be higher or lower.
Relentless commitment to long-term shareholder value
As I’ve discussed many times before, we are firm believers that the long-term interests of
shareholders are tightly linked to the interests of our customers: if we do our jobs right, today's
customers will buy more tomorrow, we’ll add more customers in the process, and it will all add
up to more cash flow and more long-term value for our shareholders. To that end, we are

committed to extending our leadership in e-commerce in a way that benefits customers and
therefore, inherently, investors--you can’t do one without the other.
As we kick off 2002, I am happy to report that I am as enthusiastic as ever about this
business. There is more innovation ahead of us than behind us, we are close to demonstrating
the operating leverage of our business model, and I get to work with this amazing team of
Amazonians all over the world. I am lucky and grateful. We thank you, our owners, for your
support, your encouragement, and for joining us on this adventure. If you’re a customer, we
thank you again!
Jeffrey P. Bezos
Amazon.com, Inc.

Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5
million customers, yielding 838% revenue growth to $147.8 million, and extended our market
leadership despite aggressive competitive entry.
But this is Day 1 for the Internet and, if we execute well, for Amazon.com. Today,
online commerce saves customers money and precious time. Tomorrow, through
personalization, online commerce will accelerate the very process of discovery. Amazon.com
uses the Internet to create real value for its customers and, by doing so, hopes to create an
enduring franchise, even in established and large markets.
We have a window of opportunity as larger players marshal the resources to pursue the
online opportunity and as customers, new to purchasing online, are receptive to forming new
relationships. The competitive landscape has continued to evolve at a fast pace. Many large
players have moved online with credible offerings and have devoted substantial energy and
resources to building awareness, traffic, and sales. Our goal is to move quickly to solidify and
extend our current position while we begin to pursue the online commerce opportunities in other
areas. We see substantial opportunity in the large markets we are targeting. This strategy is not
without risk: it requires serious investment and crisp execution against established franchise
leaders.
It's All About the Long Term
We believe that a fundamental measure of our success will be the shareholder value we
create over the long term. This value will be a direct result of our ability to extend and solidify
our current market leadership position. The stronger our market leadership, the more powerful
our economic model. Market leadership can translate directly to higher revenue, higher
profitability, greater capital velocity, and correspondingly stronger returns on invested capital.
Our decisions have consistently reflected this focus. We first measure ourselves in terms
of the metrics most indicative of our market leadership: customer and revenue growth, the
degree to which our customers continue to purchase from us on a repeat basis, and the strength of
our brand. We have invested and will continue to invest aggressively to expand and leverage our
customer base, brand, and infrastructure as we move to establish an enduring franchise.

Because of our emphasis on the long term, we may make decisions and weigh tradeoffs
differently than some companies. Accordingly, we want to share with you our fundamental
management and decision-making approach so that you, our shareholders, may confirm that it is
consistent with your investment philosophy:
• We will continue to make investment decisions in light of long-term market
leadership considerations rather than short-term profitability considerations or short-
term Wall Street reactions.
• We will continue to measure our programs and the effectiveness of our investments
analytically, to jettison those that do not provide acceptable returns, and to step up our
investment in those that work best. We will continue to learn from both our successes
and our failures.
• We will make bold rather than timid investment decisions where we see a sufficient
probability of gaining market leadership advantages. Some of these investments will
pay off, others will not, and we will have learned another valuable lesson in either
case.
• When forced to choose between optimizing the appearance of our GAAP accounting
and maximizing the present value of future cash flows, we'll take the cash flows.
• We will share our strategic thought processes with you when we make bold choices
(to the extent competitive pressures allow), so that you may evaluate for yourselves
whether we are making rational long-term leadership investments.
• We will work hard to spend wisely and maintain our lean culture. We understand the
importance of continually reinforcing a cost-conscious culture, particularly in a
business incurring net losses.
• We will balance our focus on growth with emphasis on long-term profitability and
capital management. At this stage, we choose to prioritize growth because we believe
that scale is central to achieving the potential of our business model.
• We will continue to focus on hiring and retaining versatile and talented employees,
and continue to weight their compensation to stock options rather than cash. We
know our success will be largely affected by our ability to attract and retain a
motivated employee base, each of whom must think like, and therefore must actually
be, an owner.
We aren't so bold as to claim that the above is the "right" investment philosophy, but it's
ours, and we would be remiss if we weren't clear in the approach we have taken and will
continue to take.

With this foundation, we would like to turn to a review of our business focus, our
progress in 1997, and our outlook for the future.
From the beginning, our focus has been on offering our customers compelling value. We
realized that the Web was, and still is, the World Wide Wait. Therefore, we set out to offer
customers something they simply could not get any other way, and began serving them with
books. We brought them much more selection than was possible in a physical store (our store
would now occupy 6 football fields), and presented it in a useful, easy-to-search, and easy-to-
browse format in a store open 365 days a year, 24 hours a day. We maintained a dogged focus
on improving the shopping experience, and in 1997 substantially enhanced our store. We now
offer customers gift certificates, 1-Click(SM) shopping, and vastly more reviews, content,
browsing options, and recommendation features. We dramatically lowered prices, further
increasing customer value. Word of mouth remains the most powerful customer acquisition tool
we have, and we are grateful for the trust our customers have placed in us. Repeat purchases and
word of mouth have combined to make Amazon.com the market leader in online bookselling.
• The percentage of orders from repeat customers grew from over 46% in the fourth
quarter of 1996 to over 58% in the same period in 1997.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of 90th
to within the top 20.
• We established long-term relationships with many important strategic partners,
including America Online, Yahoo!, Excite, Netscape, GeoCities, AltaVista, @Home,
and Prodigy.
Infrastructure
During 1997, we worked hard to expand our business infrastructure to support these
greatly increased traffic, sales, and service levels:
• Amazon.com's employee base grew from 158 to 614, and we significantly
strengthened our management team.
• Distribution center capacity grew from 50,000 to 285,000 square feet, including a
70% expansion of our Seattle facilities and the launch of our second distribution
center in Delaware in November.

• Inventories rose to over 200,000 titles at year-end, enabling us to improve availability
for our customers.
• Our cash and investment balances at year-end were $125 million, thanks to our initial
public offering in May 1997 and our $75 million loan, affording us substantial
strategic flexibility.
Our Employees
The past year's success is the product of a talented, smart, hard-working group, and I take
great pride in being a part of this team. Setting the bar high in our approach to hiring has been,
and will continue to be, the single most important element of Amazon.com's success.
It's not easy to work here (when I interview people I tell them, “You can work long, hard,
or smart, but at Amazon.com you can't choose two out of three"), but we are working to build
something important, something that matters to our customers, something that we can all tell our
grandchildren about. Such things aren't meant to be easy. We are incredibly fortunate to have
this group of dedicated employees whose sacrifices and passion build Amazon.com.
Goals for 1998
We are still in the early stages of learning how to bring new value to our customers
through Internet commerce and merchandising. Our goal remains to continue to solidify and
extend our brand and customer base. This requires sustained investment in systems and
infrastructure to support outstanding customer convenience, selection, and service while we
grow. We are planning to add music to our product offering, and over time we believe that other
products may be prudent investments. We also believe there are significant opportunities to
better serve our customers overseas, such as reducing delivery times and better tailoring the
customer experience. To be certain, a big part of the challenge for us will lie not in finding new
ways to expand our business, but in prioritizing our investments.
We now know vastly more about online commerce than when Amazon.com was founded,
but we still have so much to learn. Though we are optimistic, we must remain vigilant and
maintain a sense of urgency. The challenges and hurdles we will face to make our long-term
vision for Amazon.com a reality are several: aggressive, capable, well-funded competition;
considerable growth challenges and execution risk; the risks of product and geographic
expansion; and the need for large continuing investments to meet an expanding market
opportunity. However, as we've long said, online bookselling, and online commerce in general,
should prove to be a very large market, and it's likely that a number of companies will see
significant benefit. We feel good about what we've done, and even more excited about what we
want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our customers for
their business and trust, to each other for our hard work, and to our shareholders for their support
and encouragement.

Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
A dreamy business offering has at least four characteristics. Customers love it, it can grow to very large
size, it has strong returns on capital, and it’s durable in time – with the potential to endure for decades. When you
find one of these, don’t just swipe right, get married.
Well, I’m pleased to report that Amazon hasn’t been monogamous in this regard. After two decades of risk
taking and teamwork, and with generous helpings of good fortune all along the way, we are now happily wed to
what I believe are three such life partners: Marketplace, Prime, and AWS. Each of these offerings was a bold bet
at first, and sensible people worried (often!) that they could not work. But at this point, it’s become pretty clear
how special they are and how lucky we are to have them. It’s also clear that there are no sinecures in business.
We know it’s our job to always nourish and fortify them.
We’ll approach the job with our usual tools: customer obsession rather than competitor focus, heartfelt
passion for invention, commitment to operational excellence, and a willingness to think long-term. With good
execution and a bit of continuing good luck, Marketplace, Prime, and AWS can be serving customers and earning
financial returns for many years to come.
Marketplace
Marketplace’s early days were not easy. First, we launched Amazon Auctions. I think seven people came, if
you count my parents and siblings. Auctions transformed into zShops, which was basically a fixed price version
of Auctions. Again, no customers. But then we morphed zShops into Marketplace. Internally, Marketplace was
known as SDP for Single Detail Page. The idea was to take our most valuable retail real estate – our product
detail pages – and let third-party sellers compete against our own retail category managers. It was more
convenient for customers, and within a year, it accounted for 5% of units. Today, more than 40% of our units are
sold by more than two million third-party sellers worldwide. Customers ordered more than two billion units from
sellers in 2014.
The success of this hybrid model accelerated the Amazon flywheel. Customers were initially drawn by our
fast-growing selection of Amazon-sold products at great prices with a great customer experience. By then
allowing third parties to offer products side-by-side, we became more attractive to customers, which drew even
more sellers. This also added to our economies of scale, which we passed along by lowering prices and
eliminating shipping fees for qualifying orders. Having introduced these programs in the U.S., we rolled them out
as quickly as we could to our other geographies. The result was a marketplace that became seamlessly integrated
with all of our global websites.
We work hard to reduce the workload for sellers and increase the success of their businesses. Through our
Selling Coach program, we generate a steady stream of automated machine-learned “nudges” (more than 70
million in a typical week) – alerting sellers about opportunities to avoid going out-of-stock, add selection that’s
selling, and sharpen their prices to be more competitive. These nudges translate to billions in increased sales to
sellers.
To further globalize Marketplace, we’re now helping sellers in each of our geographies – and in countries
where we don’t have a presence – reach out to our customers in countries outside their home geographies. We
hosted merchants from more than 100 different countries last year, and helped them connect with customers in
185 nations.
Almost one-fifth of our overall third-party sales now occur outside the sellers’ home countries, and our
merchants’ cross-border sales nearly doubled last year. In the EU, sellers can open a single account, manage their

business in multiple languages, and make products available across our five EU websites. More recently, we’ve
started consolidating cross-border shipments for sellers and helping them obtain ocean shipping from Asia to
Europe and North America at preferential, bulk rates.
Marketplace is the heart of our fast-growing operations in India, since all of our selection in India is offered
by third-party sellers. Amazon.in now offers more selection than any other e-commerce site in India – with more
than 20 million products offered from over 21,000 sellers. With our Easy Ship service, we pick up products from
a seller and handle delivery all the way to the end customer. Building upon Easy Ship, the India team recently
piloted Kirana Now, a service that delivers everyday essentials from local kirana (mom and pop) stores to
customers in two to four hours, adding convenience for our customers and increasing sales for the stores
participating in the service.
Perhaps most important for sellers, we’ve created Fulfillment by Amazon. But I’ll save that for after we
discuss Prime.
Amazon Prime
Ten years ago, we launched Amazon Prime, originally designed as an all-you-can-eat free and fast shipping
program. We were told repeatedly that it was a risky move, and in some ways it was. In its first year, we gave up
many millions of dollars in shipping revenue, and there was no simple math to show that it would be worth it.
Our decision to go ahead was built on the positive results we’d seen earlier when we introduced Free Super Saver
Shipping, and an intuition that customers would quickly grasp that they were being offered the best deal in the
history of shopping. In addition, analysis told us that, if we achieved scale, we would be able to significantly
lower the cost of fast shipping.
Our owned-inventory retail business was the foundation of Prime. In addition to creating retail teams to
build each of our category-specific online “stores,” we have created large-scale systems to automate much of
inventory replenishment, inventory placement, and product pricing. The precise delivery-date promise of Prime
required operating our fulfillment centers in a new way, and pulling all of this together is one of the great
accomplishments of our global operations team. Our worldwide network of fulfillment centers has expanded
from 13 in 2005, when we launched Prime, to 109 this year. We are now on our eighth generation of fulfillment
center design, employing proprietary software to manage receipt, stowing, picking, and shipment. Amazon
Robotics, which began with our acquisition of Kiva in 2012, has now deployed more than 15,000 robots to
support the stowing and retrieval of products at a higher density and lower cost than ever before. Our owned-
inventory retail business remains our best customer-acquisition vehicle for Prime and a critical part of building
out categories that attract traffic and third-party sellers.
Though fast delivery remains a core Prime benefit, we are finding new ways to pump energy into Prime.
Two of the most important are digital and devices.
In 2011 we added Prime Instant Video as a benefit, now with tens of thousands of movies and TV episodes
available for unlimited streaming in the U.S., and we’ve started expanding the program into the U.K. and
Germany as well. We’re investing a significant amount on this content, and it’s important that we monitor its
impact. We ask ourselves, is it worth it? Is it driving Prime? Among other things, we watch Prime free trial starts,
conversion to paid membership, renewal rates, and product purchase rates by members entering through this
channel. We like what we see so far and plan to keep investing here.
While most of our PIV spend is on licensed content, we’re also starting to develop original content. The
team is off to a strong start. Our show Transparent became the first from a streaming service to win a Golden
Globe for best series and Tumble Leaf won the Annie for best animated series for preschoolers. In addition to the
critical acclaim, the numbers are promising. An advantage of our original programming is that its first run is on
Prime – it hasn’t already appeared anywhere else. Together with the quality of the shows, that first run status
appears to be one of the factors leading to the attractive numbers. We also like the fixed cost nature of original
programming. We get to spread that fixed cost across our large membership base. Finally, our business model for
original content is unique. I’m pretty sure we’re the first company to have figured out how to make winning a
Golden Globe pay off in increased sales of power tools and baby wipes!

Amazon designed and manufactured devices – from Kindle to Fire TV to Echo – also pump energy into
Prime services such as Prime Instant Video and Prime Music, and generally drive higher engagement with every
element of the Amazon ecosystem. And there’s more to come – our device team has a strong and exciting
roadmap ahead.
Prime isn’t done improving on its original fast and free shipping promise either. The recently launched
Prime Now offers Prime members free two-hour delivery on tens of thousands of items or one-hour delivery for a
$7.99 fee. Lots of early reviews read like this one, “In the past six weeks my husband and I have made an
embarrassing number of orders through Amazon Prime Now. It’s cheap, easy, and insanely fast.” We’ve
launched in Manhattan, Brooklyn, Miami, Baltimore, Dallas, Atlanta, and Austin, and more cities are coming
soon.
Now, I’d like to talk about Fulfillment by Amazon. FBA is so important because it is glue that inextricably
links Marketplace and Prime. Thanks to FBA, Marketplace and Prime are no longer two things. In fact, at this
point, I can’t really think about them separately. Their economics and customer experiences are now happily and
deeply intertwined.
FBA is a service for Marketplace sellers. When a seller decides to use FBA, they stow their inventory in our
fulfillment centers. We take on all logistics, customer service, and product returns. If a customer orders an FBA
item and an Amazon owned-inventory item, we can ship both items to the customer in one box – a huge
efficiency gain. But even more important, when a seller joins FBA, their items can become Prime eligible.
Maintaining a firm grasp of the obvious is more difficult than one would think it should be. But it’s useful to
try. If you ask, what do sellers want? The correct (and obvious) answer is: they want more sales. So, what
happens when sellers join FBA and their items become Prime eligible? They get more sales.
Notice also what happens from a Prime member’s point of view. Every time a seller joins FBA, Prime
members get more Prime eligible selection. The value of membership goes up. This is powerful for our flywheel.
FBA completes the circle: Marketplace pumps energy into Prime, and Prime pumps energy into Marketplace.
In a 2014 survey of U.S. sellers, 71% of FBA merchants reported more than a 20% increase in unit sales
after joining FBA. In the holiday period, worldwide FBA units shipped grew 50% over the prior year and
represented more than 40% of paid third-party units. Paid Prime memberships grew more than 50% in the U.S.
last year and 53% worldwide. FBA is a win for customers and a win for sellers.
Amazon Web Services
A radical idea when it was launched nine years ago, Amazon Web Services is now big and growing fast.
Startups were the early adopters. On-demand, pay-as-you-go cloud storage and compute resources dramatically
increased the speed of starting a new business. Companies like Pinterest, Dropbox, and Airbnb all used AWS
services and remain customers today.
Since then, large enterprises have been coming on board as well, and they’re choosing to use AWS for the
same primary reason the startups did: speed and agility. Having lower IT cost is attractive, and sometimes the
absolute cost savings can be enormous. But cost savings alone could never overcome deficiencies in performance
or functionality. Enterprises are dependent on IT – it’s mission critical. So, the proposition, “I can save you a
significant amount on your annual IT bill and my service is almost as good as what you have now,” won’t get too
many customers. What customers really want in this arena is “better and faster,” and if “better and faster” can
come with a side dish of cost savings, terrific. But the cost savings is the gravy, not the steak.
IT is so high leverage. You don’t want to imagine a competitor whose IT department is more nimble than
yours. Every company has a list of technology projects that the business would like to see implemented as soon
as possible. The painful reality is that tough triage decisions are always made, and many projects never get done.
Even those that get resourced are often delivered late or with incomplete functionality. If an IT department can
figure out how to deliver a larger number of business-enabling technology projects faster, they’ll be creating
significant and real value for their organization.

These are the main reasons AWS is growing so quickly. IT departments are recognizing that when they
adopt AWS, they get more done. They spend less time on low value-add activities like managing datacenters,
networking, operating system patches, capacity planning, database scaling, and so on and so on. Just as
important, they get access to powerful APIs and tools that dramatically simplify building scalable, secure, robust,
high-performance systems. And those APIs and tools are continuously and seamlessly upgraded behind the
scenes, without customer effort.
Today, AWS has more than a million active customers as companies and organizations of all sizes use AWS
in every imaginable business segment. AWS usage grew by approximately 90% in the fourth quarter of 2014
versus the prior year. Companies like GE, Major League Baseball, Tata Motors, and Qantas are building new
applications on AWS – these range from apps for crowdsourcing and personalized healthcare to mobile apps for
managing fleets of trucks. Other customers, like NTT DOCOMO, the Financial Times, and the Securities and
Exchange Commission are using AWS to analyze and take action on vast amounts of data. And many customers
like Condé Nast, Kellogg’s, and News Corp are migrating legacy critical applications and, in some cases, entire
datacenters to AWS.
We’ve increased our pace of innovation as we’ve gone along – from nearly 160 new features and services in
2012, to 280 in 2013, and 516 last year. There are many that would be interesting to talk about – from WorkDocs
and WorkMail to AWS Lambda and the EC2 Container Service to the AWS Marketplace – but for purposes of
brevity, I’m going to limit myself to one: our recently introduced Amazon Aurora. We hope Aurora will offer
customers a new normal for a very important (but also very problematic) technology that is a critical
underpinning of many applications: the relational database. Aurora is a MySQL-compatible database engine that
offers the speed and availability of high-end commercial databases with the simplicity and cost effectiveness of
open source databases. Aurora’s performance is up to 5x better than typical MySQL databases, at one-tenth the
cost of commercial database packages. Relational databases is an arena that’s been a pain point for organizations
and developers for a long time, and we’re very excited about Aurora.
I believe AWS is one of those dreamy business offerings that can be serving customers and earning financial
returns for many years into the future. Why am I optimistic? For one thing, the size of the opportunity is big,
ultimately encompassing global spend on servers, networking, datacenters, infrastructure software, databases,
data warehouses, and more. Similar to the way I think about Amazon retail, for all practical purposes, I believe
AWS is market-size unconstrained.
Second, its current leadership position (which is significant) is a strong ongoing advantage. We work hard –
very hard – to make AWS as easy to use as possible. Even so, it’s still a necessarily complex set of tools with
rich functionality and a non-trivial learning curve. Once you’ve become proficient at building complex systems
with AWS, you do not want to have to learn a new set of tools and APIs assuming the set you already understand
works for you. This is in no way something we can rest on, but if we continue to serve our customers in a truly
outstanding way, they will have a rational preference to stick with us.
In addition, also because of our leadership position, we now have thousands of what are effectively AWS
ambassadors roaming the world. Software developers changing jobs, moving from one company to another,
become our best sales people: “We used AWS where I used to work, and we should consider it here. I think we’d
get more done.” It’s a good sign that proficiency with AWS and its services is already something software
developers are adding to their resumes.
Finally, I’m optimistic that AWS will have strong returns on capital. This is one we as a team examine
because AWS is capital intensive. The good news is we like what we see when we do these analyses.
Structurally, AWS is far less capital intensive than the mode it’s replacing – do-it-yourself datacenters – which
have low utilization rates, almost always below 20%. Pooling of workloads across customers gives AWS much
higher utilization rates, and correspondingly higher capital efficiency. Further, once again our leadership position
helps: scale economies can provide us a relative advantage on capital efficiency. We’ll continue to watch and
shape the business for good returns on capital.

AWS is young, and it is still growing and evolving. We think we can continue to lead if we continue to
execute with our customers’ needs foremost in mind.
Career Choice
Before closing, I want to take a moment to update shareowners on something we’re excited about and proud
of. Three years ago we launched an innovative employee benefit – the Career Choice program, where we pre-pay
95% of tuition for employees to take courses for in-demand fields, such as airplane mechanic or nursing,
regardless of whether the skills are relevant to a career at Amazon. The idea was simple: enable choice.
We know that, for some of our fulfillment and customer service center employees, Amazon will be a career.
For others, Amazon might be a stepping stone on the way to a job somewhere else – a job that may require new
skills. If the right training can make the difference, we want to help, and so far we have been able to help over
2,000 employees who have participated in the program in eight different countries. There’s been so much interest
that we are now building onsite classrooms so college and technical classes can be taught inside our fulfillment
centers, making it even easier for associates to achieve these goals.
There are now eight FCs offering 15 classes taught onsite in our purpose-built classrooms with high-end
technology features, and designed with glass walls to inspire others to participate and generate encouragement
from peers. We believe Career Choice is an innovative way to draw great talent to serve customers in our
fulfillment and customer service centers. These jobs can become gateways to great careers with Amazon as we
expand around the world or enable employees the opportunity to follow their passion in other in-demand
technical fields, like our very first Career Choice graduate did when she started a new career as a nurse in her
community.
I would also like to invite you to come join the more than 24,000 people who have signed up so far to see
the magic that happens after you click buy on Amazon.com by touring one of our fulfillment centers. In addition
to U.S. tours, we are now offering tours at sites around the world, including Rugeley in the U.K. and Graben in
Germany and continuing to expand. You can sign up for a tour at www.amazon.com/fctours.
* * *
Marketplace, Prime, and Amazon Web Services are three big ideas. We’re lucky to have them, and we’re
determined to improve and nurture them – make them even better for customers. You can also count on us to
work hard to find a fourth. We’ve already got a number of candidates in work, and as we promised some twenty
years ago, we’ll continue to make bold bets. With the opportunities unfolding in front of us to serve customers
better through invention, we assure you we won’t stop trying.
As always, I attach a copy of our original 1997 letter. Our approach remains the same, because it’s still
Day 1.
Jeffrey P. Bezos
Amazon.com, Inc.

NOTICE OF 2007 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, June 14, 2007
The 2007 Annual Meeting of Shareholders of Amazon.com, Inc. (the “Annual Meeting”) will be held at
9:00 a.m., Pacific Time, on Thursday, June 14, 2007, at the Seattle Repertory Theatre, 155 Mercer Street, Seattle,
WA 98109, for the following purposes:
1. To elect eight directors to serve until the next Annual Meeting of Shareholders or until their
respective successors are elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the
fiscal year ending December 31, 2007;
3. To re-approve the material terms of the performance goals in the Company’s 1997 Stock Incentive
Plan pursuant to Section 162(m) of the Internal Revenue Code (the “Code”); and
4. To transact such other business as may properly come before the meeting or any adjournment or
postponement thereof.
Our Board of Directors recommends you vote “FOR” the election of each of the nominees to the Board,
“FOR” the ratification of the appointment of Ernst & Young LLP as independent auditors and “FOR” the
re-approval of the material terms of the performance goals in the Company’s 1997 Stock Incentive Plan pursuant
to Section 162(m) of the Code.
The Board of Directors has fixed April 17, 2007, as the record date for determining shareholders entitled to
receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only
shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual
Meeting.
All shareholders are invited to attend the Annual Meeting in person. However, even if you expect to be
present at the Annual Meeting, we ask that as promptly as possible you either vote via the Internet or by
telephone by following the instructions on your proxy card, or mark, sign, date, and return the enclosed proxy
card in the postage-paid envelope provided. Shareholders of record who attend the Annual Meeting may vote in
person even if they have previously voted. If you are unable to attend the Annual Meeting in person, you can
listen to the webcast live, or on replay, by visiting www.amazon.com/ir.
Voting on the Internet or by telephone is fast and convenient, and your vote is immediately confirmed
and tabulated. Using the Internet or telephone helps save your Company money by reducing postage and
proxy tabulation costs.
By Order of the Board of Directors
L. Michelle Wilson
Secretary
Seattle, Washington
April 27, 2007

AMAZON.COM, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, June 14, 2007
General
The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (the “Company”) for use at
the Annual Meeting of Shareholders of the Company to be held at 9:00 a.m., Pacific Time, on Thursday, June 14,
2007, at the Seattle Repertory Theatre, 155 Mercer Street, Seattle, WA 98109, and at any adjournment or
postponement thereof.
The Company’s principal offices are located at 1200 12th Avenue South, Suite 1200, Seattle, WA 98144.
This Proxy Statement and the accompanying proxy card are first being mailed to the shareholders of the
Company on or about April 27, 2007.
Outstanding Securities and Quorum
Only holders of record of the Company’s common stock, par value $0.01 per share, at the close of business
on April 17, 2007, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date,
the Company had 409,680,644 shares of common stock outstanding. Each share of common stock is entitled to
one vote at the Annual Meeting.
A majority of the outstanding shares of common stock present in person or represented by proxy constitutes
a quorum for the transaction of business at the Annual Meeting. Abstentions and broker nonvotes will be
included in determining the presence of a quorum at the Annual Meeting.
Proxy Voting
Shares that are properly voted on the Internet or by telephone or for which proxy cards are properly
executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the
absence of directions, will be voted “FOR” the election of each of the nominees to the Board named herein,
“FOR” the ratification of the appointment of the Company’s independent auditors and “FOR” the re-approval of
the material terms of the performance goals in the Company’s 1997 Stock Incentive Plan (the “1997 Plan”)
pursuant to Section 162(m) of the Code. It is not expected that any additional matters will be brought before the
Annual Meeting, but if other matters are properly presented, the persons named as proxies in the accompanying
proxy card will vote in their discretion on such matters.
The manner in which your shares may be voted depends on how your shares are held. If you own shares of
record, meaning that your shares are represented by certificates or book entries in your name so that you appear
as a shareholder on the records of Mellon Investor Services LLC, the Company’s stock transfer agent, a proxy
card for voting those shares will be included with this Proxy Statement. If you own shares in street name,
meaning that your shares are held by a bank or brokerage firm or other nominee, you may instead receive a
voting instruction form from that institution with this Proxy Statement to instruct it how to vote your shares.

Record holders and many street name holders may vote on the Internet or by telephone. Using the Internet
or telephone helps save your company money by reducing postage and proxy tabulation costs.
VOTE BY INTERNET
Shares Held of Record:
http://www.proxyvoting.com/amzn
Shares Held in Street Name:
http://www.proxyvote.com
24 hours a day / 7 days a week
INSTRUCTIONS:
Read this Proxy Statement.
Go to the applicable website listed above.
Have your proxy card or voting instruction form in
hand and follow the instructions. We encourage you
to register to receive all future shareholder
communications electronically, instead of in print.
This means that the annual report, proxy
statement, and other correspondence will be
delivered to you via e-mail.
VOTE BY TELEPHONE
Shares Held of Record: (866) 540-5760
Shares Held in Street Name:
See voting instruction form
Toll-free 24 hours a day / 7 days a week
INSTRUCTIONS:
Read this Proxy Statement.
For record holders, call the toll-free number above.
For street name holders, call the telephone number on
your voting instruction form.
Have your proxy card or voting instruction form in
hand and follow the instructions.
Attendance and Voting at the Annual Meeting
If you own common stock of record, you may attend the Annual Meeting and vote in person, regardless of
whether you have previously voted by proxy card, on the Internet or by telephone. If you own common stock in
street name, you may attend the Annual Meeting, but in order to vote your shares at the meeting you must obtain
a “legal proxy” from the bank or brokerage firm or other nominee that holds your shares. You should contact
your bank or brokerage account representative to learn how to obtain a legal proxy. We encourage you to vote
your shares in advance of the Annual Meeting by one of the methods described above, even if you plan on
attending the Annual Meeting. If you have already voted prior to the meeting, you may nevertheless change or
revoke your vote at the Annual Meeting as described below.
Revocation
If you own common stock of record, you may revoke your proxy at any time before it is voted at the Annual
Meeting by delivering to the Secretary of the Company a written notice of revocation or a duly executed proxy
bearing a later date or by attending the Annual Meeting and voting in person. Any shareholder owning common
stock in street name may change or revoke voting instructions by contacting the bank or brokerage firm or other
nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the Annual
Meeting.
2

ITEM 1—ELECTION OF DIRECTORS
In accordance with the Company’s Bylaws, the Board has fixed the number of directors constituting the
Board at eight. The Nominating and Corporate Governance Committee has recommended and the Board has
proposed that the following eight nominees be elected at the Annual Meeting, each of whom will hold office until
the next Annual Meeting and until his or her successor shall have been elected and qualified: Jeffrey P. Bezos,
Tom A. Alberg, John Seely Brown, L. John Doerr, William B. Gordon, Myrtle S. Potter, Thomas O. Ryder, and
Patricia Q. Stonesifer. Each of the nominees is currently a director of the Company and was elected to the Board
at our 2006 Annual Meeting to hold office until the 2007 Annual Meeting and until his or her successor has been
elected and qualified. Each properly executed proxy will be voted “FOR” the election of each of these nominees,
unless the shareholder indicates on the proxy that votes are to be withheld as to one or more nominees. The eight
nominees for election to the Board who receive the greatest number of votes cast for the election of directors by
the shares present, in person or represented by proxy, shall be elected directors. Shareholders may not cumulate
their votes in the election of directors. Withheld votes and broker nonvotes will have no effect on the outcome of
the election. Broker nonvotes occur when a person holding shares in street name, meaning through a brokerage
firm, does not provide instructions as to how to vote their shares and the broker does not then vote them on the
shareholder’s behalf.
Nominees for the Board of Directors
Biographical information regarding each of the nominees for the Board of Directors is set forth below:
Jeffrey P. Bezos, age 43, has been Chairman of the Board of the Company since founding it in 1994
and Chief Executive Officer since May 1996. Mr. Bezos served as President of the Company from founding
until June 1999 and again from October 2000 to the present.
Tom A. Alberg, age 67, has been a director of the Company since June 1996. Mr. Alberg has been a
managing director of Madrona Venture Group, L.L.C., a venture capital firm, since September 1999, and a
principal in Madrona Investment Group, LLC, a private investment firm, since January 1996. Mr. Alberg is
also a director of several private companies.
John Seely Brown, age 67, has been a director of the Company since June 2004. Mr. Brown is a Senior
Fellow at the Annenberg Center for Communication at the University of Southern California. He was the
Chief Scientist of Xerox Corporation until April 2002, and director of the Xerox Palo Alto Research Center
(PARC), until June 2000. Mr. Brown is also a director of Corning Incorporated, Varian Medical Systems,
Inc. and Polycom, Inc.
L. John Doerr, age 55, has been a director of the Company since June 1996. Mr. Doerr has been a
general partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since September 1980.
Mr. Doerr is also a director of Google Inc., Move, Inc. and Intuit, Inc., as well as several private companies.
William B. Gordon, age 57, has been a director of the Company since April 2003. Mr. Gordon is a
co-founder of Electronic Arts, Inc. and has been Executive Vice President and Chief Creative Officer of
Electronic Arts, Inc. since March 1998.
Myrtle S. Potter, age 48, has been a director of the Company since April 2004. Ms. Potter has been
Chief Executive Officer of Chapman Properties, Inc., a group of real estate sales, financing and
development companies, since September 2006, and a consultant with Myrtle Potter Consulting, LLC, a
healthcare consulting company, since August 2005. At Genentech, Inc. Ms. Potter was President,
Commercial Operations, from March 2004 to August 2005 and Executive Vice President, Commercial
Operations and Chief Operating Officer from May 2000 to March 2004. Ms. Potter is also a director of
FoxHollow Technologies, Inc.
Thomas O. Ryder, age 62, has been a director of the Company since November 2002. Mr. Ryder was
Chairman of the Reader’s Digest Association, Inc. from April 1998 to December 2006, and was Chief
3

Executive Officer from April 1998 to December 2005. Mr. Ryder is also a director of Starwood Hotels &
Resorts Worldwide, Inc.
Patricia Q. Stonesifer, age 50, has been a director of the Company since February 1997. Ms. Stonesifer
has been Chief Executive Officer of the Bill and Melinda Gates Foundation since January 2006 and was its
President and Co-chair from June 1997 to January 2006.
Although the Board expects that the eight nominees will be available to serve as directors, if any of them
should be unwilling or unable to serve, the proxies will be voted for the election of such substitute nominees as
may be designated by the Board, or the Board may decrease the size of the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE.
Corporate Governance and Related Matters
General
The Board is responsible for the control and direction of the Company. The Board represents the Company’s
shareholders and its primary purpose is to build long-term shareholder value. The Board has determined that the
following seven directors are independent as defined by Nasdaq rules: Mr. Alberg, Mr. Brown, Mr. Doerr,
Mr. Gordon, Ms. Potter, Mr. Ryder, and Ms. Stonesifer. In assessing directors’ independence, the Board took into
account certain transactions, relationships and arrangements involving some of the directors and concluded that
such transactions, relationships and arrangements did not impair the independence of the director. For
Mr. Gordon, the Board considered that the Company in the ordinary course of business purchased products in
2006 from Electronic Arts, Inc., where Mr. Gordon is an officer, but such payments were not significant for
either the Company or Electronic Arts. For Messrs. Alberg and Doerr, the Board considered that executive
officers have in the past and may in the future invest in investment funds managed by entities where Messrs.
Alberg and Doerr are managing directors. In addition, executive officers have in the past and may in the future
directly invest in companies in which investment funds managed by these entities have also invested. Finally, the
Board considered the Company’s indemnification agreement with Geoff Entress and Madrona Venture Group,
L.L.C., (“Madrona”) a venture capital firm in which Tom Alberg is a managing director, as disclosed in “Certain
Relationships and Related Person Transactions.”
Please visit the Company’s investor relations website at www.amazon.com/ir, under “Investor
Information—Corporate Governance” for additional information on the Company’s corporate governance,
including:
• the Company’s Certificate of Incorporation and Bylaws;
• the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies
on shareholder communications with the Board and on Director attendance at the Company’s annual
meetings;
• the charters approved by the Board for the Audit Committee, the Leadership Development and
Compensation Committee, and the Nominating and Corporate Governance Committee; and
• the Code of Business Conduct and Ethics.
Board Meetings and Committees
The Board meets regularly during the year and holds special meetings and acts by unanimous written
consent whenever circumstances require. During 2006, there were seven meetings of the Board. All directors
attended at least 75% of the aggregate of the meetings of the Board and committees of which they were
members. Seven directors attended the Company’s 2006 Annual Meeting of Shareholders.
4

The Board has established an Audit Committee, a Leadership Development and Compensation Committee,
and a Nominating and Corporate Governance Committee. The Committees are responsible to the full Board. The
table below provides current membership and meeting information for the last fiscal year for each of the
Committees.
Name
Audit
Committee
Leadership
Development
and
Compensation
Committee
Nominating and
Corporate
Governance
Committee
Jeffrey P. Bezos
Tom A. Alberg X*
John Seely Brown X
L. John Doerr X*
William B. Gordon X
Myrtle S. Potter X
Thomas O. Ryder X
Patricia Q. Stonesifer X*
Total Meetings in 2006 9 3 2
* Committee Chair
The functions performed by these Committees, which are set forth in more detail in their charters, are
summarized below. The Board has determined that the directors serving on each of these Committees satisfies
applicable Nasdaq standards for independence.
Audit Committee. The Audit Committee represents and assists the Board in fulfilling its oversight
responsibility relating to the Company’s financial statements and financial reporting process, the qualifications,
independence and performance of the Company’s independent registered public accounting firm, the
performance of the Company’s internal audit function, and the Company’s compliance with legal and regulatory
requirements. The Board has designated Mr. Alberg as the Audit Committee Financial Expert, as defined by
Item 407(d)(5)(i) of Regulation S-K of the Securities Exchange Act of 1934.
Leadership Development and Compensation Committee. The Leadership Development and Compensation
Committee evaluates the Company’s programs and practices relating to leadership development, reviews and
establishes compensation of the Company’s executive officers, and administers the Company’s stock-based and
certain other compensation plans, all with a view toward maximizing long term shareholder value. The
Committee may engage compensation consultants but did not do so in 2006. Additional information on the
Committee’s processes and procedures for considering and determining executive compensation is contained in
the “Compensation Discussion and Analysis” section of this Proxy Statement.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance
Committee reviews and assesses the composition of the Board, assists in identifying potential new candidates for
director, recommends candidates for election as director, and provides a leadership role with respect to corporate
governance of the Company. The Nominating and Corporate Governance Committee also recommends to the
Board compensation for newly elected directors and reviews director compensation as necessary.
The Nominating and Corporate Governance Committee considers candidates for director who are
recommended by its members, by other Board members, by shareholders and by management, as well those
identified by any third party search firms retained by the Company to assist in identifying and evaluating possible
candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended
by shareholders in the same way that it evaluates candidates recommended by its members, other members of the
Board, or other persons. The Nominating and Corporate Governance Committee considers all aspects of a
5

candidate’s qualifications in the context of the needs of the Company at that point in time with a view to creating
a Board with a diversity of experience and perspectives. Among the qualifications, qualities and skills of a
candidate considered important by the Nominating and Corporate Governance Committee are a commitment to
representing the long-term interests of the shareholders; an inquisitive and objective perspective; the willingness
to take appropriate risks; leadership ability; personal and professional ethics, integrity and values; practical
wisdom and sound judgment; and business and professional experience in fields such as operations, technology,
finance or marketing.
Shareholders wishing to submit recommendations for director candidates to the Nominating and Corporate
Governance Committee must provide the following information in writing to the attention of the Secretary of the
Company by certified or registered mail:
• the name, address, and biography of the candidate, and an indication of whether the candidate has
expressed a willingness to serve;
• the name, address, and phone number of the shareholder or group of shareholders making the
recommendation; and
• the number of shares of common stock beneficially owned by the shareholder or group of shareholders
making the recommendation, the length of time held, and to the extent any shareholder is not a
registered holder of such securities, proof of such ownership.
To be considered by the Committee for the 2008 Annual Meeting of Shareholders, a director candidate
recommendation must be received by the Secretary by Saturday, December 29, 2007.
Compensation of Directors
Directors of the Company do not receive cash compensation for their services as directors or as members of
committees of the Board, but are reimbursed for their reasonable expenses incurred for attending meetings. At
the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 Plan. In 2006,
none of the directors were granted stock-based awards for their service. The following table sets forth as of and
for the year ended December 31, 2006 all compensation reportable for directors, as determined by SEC rules.
Director Compensation for 2006
Name
Stock
Awards($)(1)
Jeffrey P. Bezos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
Tom A. Alberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,544(2)
John Seely Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195,930(3)
L. John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,544(2)
William B. Gordon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,705(4)
Myrtle S. Potter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,858(5)
Thomas O. Ryder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,301(6)
Patricia Q. Stonesifer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,544(2)
(1) Represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal
year 2006 in accordance with Statement of Financial Accounting Standards No. 123(R) (“FAS 123(R)”).
Estimates of forfeitures related to service-based vesting conditions have been disregarded. The fair value of
each award is recognized as an expense over the service period using the accelerated method under FAS
123(R). Assumptions made in the valuation of stock awards are discussed in Note 1, “Stock-Based
Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in the Company’s 2006 Annual
Report on Form 10-K.
6

(2) Restricted stock unit award for 30,000 shares that is vested as to 24,000 shares and vests as to 6,000 shares
on November 6, 2007, assuming continued service as a director.
(3) Restricted stock unit award for 12,500 shares that vests as to 7,500 shares on June 30, 2007 and as to 2,500
shares on each of June 30, 2008 and June 30, 2009, assuming continued service as a director.
on each of April 9, 2007 and April 9, 2008, assuming continued service as a director.
(5) Restricted stock unit award for 12,500 shares that vests as to 7,500 shares on April 12, 2007 and vests as to
2,500 shares on each of April 12, 2008 and April 12, 2009, assuming continued service as a director.
on November 6, 2007, assuming continued service as a director.
ITEM 2—RATIFICATION OF APPOINTMENT OF ERNST & YOUNG, LLP
Under the rules and regulations of the Securities and Exchange Commission, the Audit Committee is
directly responsible for the appointment of the Company’s independent auditors. The Audit Committee has
appointed, and is requesting ratification by the shareholders of the appointment of, the registered public
accounting firm of Ernst & Young LLP (“E&Y”) to serve as independent auditors for the fiscal year ending
December 31, 2007. The affirmative vote of a majority of the outstanding shares of common stock present in
person or represented by proxy and entitled to vote on the matter is required to ratify the selection of E&Y.
Broker nonvotes will have no effect on the outcome of this matter. Abstentions will be counted as present at the
Annual Meeting for purposes of this matter and will have the effect of a vote against the ratification of the
appointment of E&Y. If shareholders do not ratify the selection of E&Y, the Audit Committee will evaluate the
shareholder vote when considering the selection of a registered public accounting firm for the audit engagement
for the 2008 fiscal year. In addition, if shareholders ratify the selection of E&Y as independent auditors, the
Audit Committee may nevertheless periodically request proposals from the major registered public accounting
firms and as a result of such process may select E&Y or another registered public accounting firm as the
Company’s independent auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE
APPOINTMENT OF E&Y AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2007.
AUDITORS
Representatives of E&Y are expected to attend the Annual Meeting and will have an opportunity to make a
statement or to respond to appropriate questions from shareholders.
Audit Fees
Audit fees include the aggregate fees billed for the audit of the Company’s annual consolidated financial
statements and its internal control, and the reviews of each of the quarterly consolidated financial statements
included in the Company’s Forms 10-Q. These fees also include statutory and other audit work performed with
respect to certain of the Company’s subsidiaries. The aggregate audit fees billed to the Company by E&Y for the
fiscal year ended December 31, 2006 were $3,498,000. The aggregate audit fees billed to the Company by E&Y
for the fiscal year ended December 31, 2005 were $3,853,000.
Audit-Related Fees
Audit-related fees include accounting advisory services related to the accounting treatment of transactions
or events, including acquisitions, and to the adoption of new accounting standards, as well as additional
7

procedures related to accounting records performed to comply with regulatory reporting requirements. The
aggregate audit-related fees billed to the Company by E&Y for the fiscal year ended December 31, 2006 were
$99,000. The aggregate audit-related fees billed to the Company by E&Y for the fiscal year ended December 31,
2005 were $171,000.
Tax Fees
Tax fees were for tax reconciliation services for certain international entities. The aggregate tax fees billed
to the Company by E&Y for the fiscal year ended December 31, 2006 were $3,000. The aggregate tax fees billed
to the Company by E&Y for the fiscal year ended December 31, 2005 were $2,500.
All Other Fees
No other fees were billed to the Company by E&Y for the fiscal year ended December 31, 2006 or for the
fiscal year ended December 31, 2005.
Pre-Approval Policies and Procedures
All of the fees described above were approved by the Audit Committee. The Audit Committee has adopted a
pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be
performed by the Company’s independent auditors. As part of its pre-approval policy, the Audit Committee
considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor
independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain
specified audit and non-audit services to be provided by E&Y if they are initiated within eighteen (18) months
after the date of the pre-approval. If there are any additional services to be provided, a request for pre-approval
must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in
accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its
members. Any member who exercises this authority must report any pre-approval decisions to the full Audit
Committee at its next meeting.
Audit Committee Report
The Audit Committee reviews the Company’s financial reporting process on behalf of the Board.
Management has the primary responsibility for establishing and maintaining adequate internal control over
financial reporting, for preparing the financial statements and for the reporting process. The Audit Committee
members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or
to certify the activities of management and the independent registered public accounting firm. The Company’s
independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to
accounting principles generally accepted in the United States, management’s assessment of the effectiveness of
the Company’s internal control over financial reporting and the effectiveness of the Company’s internal control
over financial reporting.
In this context, the Audit Committee reviewed and discussed with management and the independent auditors
the audited financial statements for the year ended December 31, 2006 (the “Audited Financial Statements”),
management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the
independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit
Committee has discussed with the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees), as amended. In addition, the Audit
Committee has received from the independent auditors the written disclosures required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with them
their independence from the Company and its management.
8

Following the reviews and discussions referred to above, the Audit Committee recommended to the Board
that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2006, for filing with the Securities and Exchange Commission.
The Audit Committee
Tom A. Alberg
Myrtle S. Potter
Thomas O. Ryder
ITEM 3—RE-APPROVAL OF THE MATERIAL TERMS OF THE
PERFORMANCE GOALS IN THE 1997 PLAN PURSUANT TO SECTION 162(m) OF THE CODE
The Board of Directors recommends that shareholders re-approve the material terms of the performance
goals for performance-based incentives in the 1997 Plan. Shareholders are not being asked to approve any
amendment to the 1997 Plan or to re-approve the 1997 Plan itself. Approval of the material terms of the
performance goals set forth in the 1997 Plan will allow certain awards made under the 1997 Plan to qualify as
tax-deductible performance-based compensation under Section 162(m) of the Code. The affirmative vote of a
majority of the outstanding shares of common stock present in person or represented by proxy and entitled to
vote on the matter is required to approve these performance goals. Broker nonvotes will have no effect on the
outcome of this matter. Abstentions will be counted as present at the Annual Meeting for purposes of this matter
and will have the effect of a vote against the approval of these performance goals.
Section 162(m) places a limit of $1,000,000 on the amount the Company may deduct in any one year for
compensation paid to a “covered employee,” which means any person who as of the last day of the fiscal year is
the chief executive officer or one of the Company’s four highest compensated executive officers as determined
under SEC rules. There is, however, an exception to this limit on deductibility for compensation that satisfies
certain conditions for “qualified performance-based compensation” set forth under Section 162(m). One of the
conditions requires shareholder approval of the material terms of the performance goals of the plan under which
the compensation will be paid. While the Company’s shareholders previously approved the 1997 Plan and its
material terms at the Company’s 2000 Annual Meeting, that approval satisfied the Section 162(m) requirements
only through the Company’s 2005 Annual Meeting. Therefore, the Company is asking shareholders to re-approve
the material terms of the performance goals under the 1997 Plan.
For purposes of Section 162(m), the material terms of the performance goals include (i) the employees
eligible to receive compensation under the 1997 Plan, (ii) a description of the business criteria on which the
performance goal is based and (iii) the maximum amount of compensation that can be paid to an employee under
the performance goal. Each of these aspects of the 1997 Plan is discussed below.
Eligibility and Participation
Awards may be granted under the 1997 Plan to those officers, directors and employees of the Company and
its subsidiaries as the plan administrator from time to time selects. The plan administrator for the 1997 Plan is the
Leadership Development and Compensation Committee. Awards may also be granted to consultants, agents,
advisors and independent contractors who provide services to the Company and its subsidiaries. The approximate
number of persons who currently are eligible to participate under the 1997 Plan is 13,900.
Performance Goals
The performance goals or criteria that may be applied to awards made in the form of or denominated in
common stock under the 1997 Plan can be based upon profits or losses, revenue or profit growth or loss
9

reduction, profit- or loss-related return ratios, other balance sheet or income statement targets or ratios, market
share, project completion, operational or productivity efficiency gains, cash flow, share price appreciation or total
stockholder return, where such goals may be stated in absolute terms or relative to comparison companies, as the
plan administrator may determine, in its sole discretion.
Maximum Grants under the 1997 Plan
The plan administrator has the authority in its sole discretion to determine the type or types of awards made
under the 1997 Plan. Such awards may include, but are not limited to, stock options and awards made or
denominated in shares of common stock. Awards may be granted singly or in combination. Not more than
4,500,000 shares of common stock may be made subject to awards under the 1997 Plan to any individual in the
aggregate in any one fiscal year of the Company, except that the Company may make additional one-time grants
of up to 18 million shares to newly hired or newly promoted individuals. The foregoing share limitations will be
proportionately adjusted by the plan administrator in the event that a stock dividend, stock split, spin-off,
combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other
than a normal cash dividend, or other change in the Company’s corporate or capital structure results in the
Company’s outstanding shares (or any securities exchanged therefore or received in their place) being exchanged
for a different number or class of securities of the Company or of any other corporation or new, different or
additional securities of the Company or of any other corporation being received by the holders of shares of the
Company’s common stock.
The Board believes that it is in the best interests of the Company and its shareholders to enable the
Company to implement compensation arrangements that qualify as fully tax deductible performance-based
compensation in the 1997 Plan. The Board is therefore asking shareholders to re-approve, for Section 162(m)
purposes, the material terms of the performance goals set forth above. However, shareholder approval of the
1997 Plan is only one of several requirements under Section 162(m) that must be satisfied for amounts realized
under the 1997 Plan to qualify for the “performance-based” compensation exemption under Section 162(m), and
submission of the material terms of the 1997 Plan’s performance goals for shareholder approval should not be
viewed as a guarantee that the Company can deduct all compensation under the 1997 Plan. Nothing in this
proposal precludes the Company or the Leadership Development and Compensation Committee from making
any payment or granting awards that do not qualify for tax deductibility under Section 162(m).
Shareholders are not being asked to approve any changes to the 1997 Plan. A summary of other significant
terms of the 1997 Plan is set forth as Appendix A to this proxy statement. The complete text of the 1997 Plan was
filed as Appendix B to the Company’s 2000 Proxy Statement and is incorporated herein by reference. A copy of
the 1997 Plan also can be obtained upon request from the Secretary of the Company. The summary of the 1997
Plan set forth in Appendix A is qualified in its entirety by reference to the actual text of the 1997 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RE-APPROVAL OF THE
MATERIAL TERMS OF THE PERFORMANCE GOALS IN THE 1997 PLAN PURSUANT TO
SECTION 162(m) OF THE CODE.
10

BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding the beneficial ownership of the common stock as
of March 31, 2007 (except as otherwise indicated) by (i) each person or entity known by the Company to
beneficially own more than 5% of the common stock, (ii) each director of the Company, (iii) each executive officer
of the Company for whom compensation information is given in the Summary Compensation Table in this Proxy
Statement, and (iv) all directors and executive officers as a group. Except as otherwise indicated, and subject to any
interests of the reporting person’s spouse, the Company believes that the beneficial owners of common stock listed
below, based on information furnished by such owners, have sole voting and investment power with respect to such
shares. As of March 31, 2007 the Company had 409,105,182 shares of common stock outstanding.
Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership
Percent of
Class
Jeffrey P. Bezos . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,198,359 24.74%
1200 12th Avenue South, Suite 1200
Seattle, WA 98144
Legg Mason Capital Management, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,765,399(1) 19.99%
LMM, LLC
Legg Mason Value Trust, Inc.
100 Light Street
Baltimore, MD 21202
T. Rowe Price Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,523,305(2) 6.48%
100 E. Pratt Street
Baltimore, MD 21202
ClearBridge Advisors, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,889,408(3) 5.60%
ClearBridge Asset Management, Inc.
Smith Barney Fund Management LLC
399 Park Avenue
New York, NY 10022
The TCW Group, Inc. on behalf of the TCW Business Unit . . . . . . . . . . . . . . . . . . . . . 21,371,331(4) 5.22%
865 South Figueroa Street
Los Angeles, CA 90017
Tom A. Alberg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185,612(5) *
John Seely Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 *
L. John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,925,749(6) *
William B. Gordon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,600(7) *
Myrtle S. Potter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,383(8) *
Thomas O. Ryder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38,000 *
Patricia Q. Stonesifer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,883 *
Richard L. Dalzell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 490,000(9) *
Diego Piacentini . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,252(10) *
Thomas J. Szkutak . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,013 *
Jeffrey A. Wilke . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248,474(11) *
All Directors and Executive Officers as a group (20 persons) . . . . . . . . . . . . . . . . . . . . 105,751,646(12) 25.85%
* Less than 1%.
11

(1) As of December 31, 2006, based on information provided in an amendment to Schedule 13G filed
February 15, 2007. Each entity has declared shared voting and investment power over a portion of the
reported shares.
(2) As of December 31, 2006, based on information provided in a Schedule 13G filed February 13, 2007. T.
Rowe Price Associates, Inc. has sole voting power with respect to 8,236,141 of the reported shares and sole
investment power with respect to 26,380,205 of the reported shares and no shared voting and investment
power with respect to the reported shares. For purposes of the reporting requirements of the Securities
Exchange Act of 1934, T. Rowe Price Associates, Inc. is deemed to be the beneficial owner of such shares;
however, it expressly disclaims that it is, in fact, the beneficial owner of such shares.
(3) As of December 31, 2006, based on information provided in a Schedule 13G filed February 6, 2007. Each
entity has declared shared voting and investment power over a portion of the reported shares.
(4) As of December 31, 2006, based on information provided in an amendment to Schedule 13G filed
February 12, 2007. The TCW Group, Inc. and certain of its direct and indirect subsidiaries that together
constitute the TCW Business Unit have shared voting power with respect to 18,457,000 of the reported
shares and have shared investment power with respect to all of the reported shares.
(5) Includes 22,000 shares held by a charitable trust of which Mr. Alberg is a trustee and as to which he shares
voting and investment power. Mr. Alberg disclaims beneficial ownership of the shares of common stock
held by the charitable trust.
(6) Includes 11,454 shares owned by KPCB Information Sciences Zaibatsu Fund II, a California limited
partnership (“KPCB Info”). Mr. Doerr is a general partner of KPCB VII Associates, L.P., a California
limited partnership, which is the general partner of KPCB Info. Mr. Doerr disclaims beneficial ownership of
the shares of common stock held by KPCB Info except to the extent of any indirect pecuniary interest in his
distributive shares therein.
(7) Includes 6,000 shares issuable under stock-based award that vest April 9, 2007.
(8) Includes 7,500 shares issuable under stock-based award that vest April 12, 2007.
(9) Includes 407,500 shares issuable under stock-based awards exercisable as of March 31, 2007 and 62,500
shares issuable under stock-based awards vesting from April 1, 2007 to May 30, 2007.
(10) Includes 56,252 shares issuable under stock-based awards vesting from April 1, 2007 to May 30, 2007.
(11) Includes 161,896 shares issuable under stock-based awards exercisable as of March 31, 2007 and 56,252
shares issuable under stock-based awards vesting from April 1, 2007 to May 30, 2007.
(12) Includes 370,321 shares beneficially owned by other executive officers of the Company, of which 239,750
shares are issuable under stock-based awards exercisable as of March 31, 2007 and 77,229 shares are
issuable under stock-based awards vesting from April 1, 2007 to May 30, 2007.
12

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Amazon.com’s approach to compensating its employees, including its “named executive officers,” is to
closely tie total compensation to long-term shareholder value, as reflected primarily in the Company’s stock
price. “Named executive officers” are the Company’s (i) Chief Executive Officer, (ii) Chief Financial Officer
and (iii) other three most highly compensated executive officers based on SEC regulations.
Named executive officer compensation consists of the following four components:
• significant stock-based compensation,
• below market base salaries,
• new-hire cash bonuses, and
• vacation, medical, 401(k), relocation and other employee benefits which are generally available to
employees.
The Company’s employment offer letters with its named executive officers provide for at-will employment
and generally describe the compensation components noted above.
Stock-Based Compensation. The primary component of a named executive officer’s total compensation is
stock-based compensation in order to closely tie total compensation to long-term shareholder value. Accordingly,
named executive officers receive sizeable stock-based awards at the time of hire and are also eligible for stock-
based awards on a periodic basis.
Since late 2002, the Company has used restricted stock units as its primary stock-based compensation
vehicle. The Company believes that restricted stock units better align the long-term interests of named executive
officers and shareholders and help efficiently manage overall shareholder dilution from stock awards.
Mr. Szkutak, who joined the Company in 2002, received a restricted stock unit award at the time of hire and a
subsequent restricted stock unit award in 2006. Messrs. Dalzell, Piacentini and Wilke, who joined prior to 2002,
each received a stock option award at the time of hire, additional stock option and restricted stock awards prior to
2002, and, thereafter additional restricted stock unit awards. Mr. Bezos has never received any stock-based
compensation from the Company.
In 2006, Messrs. Dalzell, Piacentini, Szkutak and Wilke received additional restricted stock unit awards.
Restricted stock unit grant amounts and vesting for named executive officers, whether for new hire or periodic
grants, are established by the Leadership Development and Compensation Committee after receiving
recommendations from the Vice President of Human Resources and the Chief Executive Officer. The Vice
President of Human Resources, the Chief Executive Officer and the Leadership Development and Compensation
Committee consider various factors, including the named executive officer’s level of responsibility, past
contributions to Company performance, and expected contributions to the Company’s future success, as well as
the market compensation of similarly-situated executives at other companies. The Vice President of Human
Resources and Chief Executive Officer develop grant recommendations by subjectively evaluating the factors
above to set a total compensation target for each named executive officer and then designing new RSU grants to
help meet those total compensation targets based on certain stock price assumptions, taking into account cash
compensation and any unvested stock-based compensation awards held by the named executive officer. In this
process, the Vice President of Human Resources and Chief Executive Officer view projected total compensation
for a given year as cash compensation expected to be earned in that year plus the projected value of stock based
compensation vesting in that year. In addition to time-based vesting schedules on such RSUs, the Company has
the ability to impose additional vesting conditions designed to qualify the award as tax-deductible compensation
under Section 162(m)(4)(c) of the Internal Revenue Code.
13

Base Salaries. Base salaries for named executive officers are designed to be significantly less than those
paid by similarly situated companies. Base salaries for named executive officers during 2006 ranged from
$81,840 for Mr. Bezos to $211,502 for Mr. Dalzell. Due to Mr. Bezos’ substantial ownership in the Company
(approximately 25%), Mr. Bezos again requested not to receive additional compensation in 2006, and has never
received annual cash compensation in excess of his current amount. In addition, the salaries of the other named
executive officers did not change in 2006.
New-Hire Cash Bonuses. New-hire cash bonuses generally are paid in monthly installments to a named
executive officer. These bonuses are also determined by the Leadership Development and Compensation
Committee after receiving recommendations from the Chief Executive Officer and the Vice President of Human
Resources. Bonuses are generally designed to provide appropriate total compensation to named executive
officers until their stock-based compensation begins to vest. In 2006, Mr. Szkutak received the final installments
of his new-hire cash bonus awarded in 2002. No other named executive officer received a bonus or bonus
payments under a pre-existing bonus agreements in 2006.
Other Compensation and Benefits. Named executive officers receive additional compensation in the form
of vacation, medical, 401(k), relocation and other benefits generally available to all of the Company’s
employees. The Company provides to Mr. Piacentini expatriation benefits, including a cost of living and housing
allowance, together with tax reimbursements in connection with such benefits. The Company provides security
for Mr. Bezos, including security in addition to that provided at business facilities and during business-related
travel. The Company believes that all Company-incurred security costs are reasonable and necessary and for the
Company’s benefit. The Company does not provide any other perquisites or other personal benefits to its named
executive officers.
Leadership Development and Compensation Committee Report
The Leadership Development and Compensation Committee, which is composed solely of independent
members of the Board of Directors, assists the Board in fulfilling its oversight responsibility relating to, among
other things, establishing and reviewing compensation of the Company’s executive officers. The Leadership
Development and Compensation Committee reviewed and discussed with management the Company’s
Compensation Discussion and Analysis and then recommended to the Board that the Compensation Discussion
and Analysis be included in this proxy statement.
The Leadership Development and
Compensation Committee
Patricia Q. Stonesifer
William B. Gordon
14

Compensation of Named Executive Officers
The following table sets forth for the year ended December 31, 2006 the compensation reportable for the
named executive officers, as determined by SEC rules.
Summary Compensation Table
Name and Principal Position Year Salary Bonus
Stock
Awards(1)
Option
Awards(1)
All Other
Compensation Total
Jeffrey P. Bezos . . . . . . . . . . . . . . . . . .
Chief Executive Officer
2006 $ 81,840 $ — $ — $ — $1,200,000(2) $1,281,840
Thomas J. Szkutak . . . . . . . . . . . . . . .
SVP and Chief Financial Officer
2006 150,000 450,000(3) 1,255,700 — 2,993(4) 1,858,693
Richard L. Dalzell . . . . . . . . . . . . . . . .
SVP and Chief Information Officer
2006 211,502 — 1,615,718 1,642,614 — 3,469,834
Diego Piacentini . . . . . . . . . . . . . . . . .
SVP, International Retail
2006 175,000 — 1,512,893 404,748 55,905(5) 2,148,546
Jeffrey A. Wilke . . . . . . . . . . . . . . . . .
SVP, North America Retail
2006 155,000 — 1,818,005 404,748 3,162(4) 2,380,915
(1) Represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal
year 2006 in accordance with FAS 123(R). Estimates of forfeitures related to service-based vesting
conditions have been disregarded. The fair value of each award is recognized as an expense over the service
period using the accelerated method under FAS 123(R). Assumptions made in the valuation of stock and
option awards are discussed, respectively, in Note 1, “Stock-Based Compensation,” in Item 8, “Financial
Statements and Supplementary Data,” in the Company’s 2006 and 2005 Annual Reports on Form 10-K.
(2) Represents the approximate incremental cost of security arrangements for Mr. Bezos in addition to security
arrangements provided at business facilities and for business travel. The Company believes that all
Company-incurred security costs are reasonable and necessary and for the Company’s benefit.
(3) Represents a signing bonus. See “Employment Arrangements.”
(4) Represents the value of shares of common stock contributed by the Company under the Company’s 401(k)
plan.
(5) Represents expatriation benefits, including a cost of living and housing allowance in the amount of $40,829
and tax reimbursement in connection with such benefits in the amount of $15,076. See “Employment
Arrangements.”
Employment Arrangements
Diego Piacentini. Mr. Piacentini’s 2000 employment offer letter provided for an initial annual salary of
$175,000. Mr. Piacentini’s employment is for no specified length of time. As additional consideration for
entering into a confidentiality, noncompetition and invention assignment agreement with the Company, the
Company paid Mr. Piacentini $400,000 in February 2000, in accordance with his employment offer letter.
Mr. Piacentini’s employment offer letter also provides for certain repatriation benefits, including a cost of living
and housing allowance.
Thomas J. Szkutak. Mr. Szkutak’s 2002 employment offer letter provided for an initial annual salary of
$150,000. Mr. Szkutak’s employment is for no specified length of time. Mr. Szkutak received a signing bonus in
the amount of $2,400,000, payable in equal monthly installments of $50,000 commencing October 2002 through
September 2006. The Company also granted Mr. Szkutak a restricted stock unit award as described in the
“Outstanding Equity Awards at 2006 Fiscal Year End” table.
15

The following table supplements the disclosure in the Summary Compensation Table with respect to stock
awards made to the named executive officers in 2006.
Grants of Plan-Based Awards in Fiscal Year 2006
Name Grant Date
All Other Stock Awards:
Number of Shares of
Stock or Units (#)(1)
Grant Date Fair Value
of Stock Awards(2)
Jeffrey P. Bezos
— . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Thomas J. Szkutak
Restricted Stock Unit Award . . . . . . . . . . . . . . . . . 4/5/06 74,898(3) $2,756,995
Richard L. Dalzell
Restricted Stock Unit Award . . . . . . . . . . . . . . . . . 4/5/06 173,979(4) 6,404,167
Diego Piacentini
Jeffrey A. Wilke
(1) Represents shares subject to restricted stock unit awards that vest as set forth in the footnotes below. The
Company has the ability to impose additional vesting conditions designed to qualify these awards as
tax-deductible compensation under Section 162(m)(4)(c) of the Code.
(2) Represents the aggregate grant date fair value of restricted stock unit awards received in fiscal year 2006,
computed in accordance with FAS 123(R). Fair value is determined based on the number of shares granted
multiplied by the average of the high and the low trading price of Amazon.com common stock on the grant
date without regard to the fact that the grants vest over a number of years. The holder of the restricted stock
unit award does not have any voting, dividend or other ownership rights in the shares of common stock
subject to the award unless and until the award vests and the shares are issued.
(3) Vests as to 18,725 shares on May 15, 2010, 18,724 shares on August 15, 2010, 18,725 shares on
November 15, 2010 and 18,724 shares on February 15, 2011, assuming continued employment.
(4) Vests as to 14,744 shares on May 15, 2008, 14,743 shares beginning August 15, 2008 and each quarter
thereafter through February 15, 2009, 14,431 shares on May 15, 2009, 14,430 shares beginning August 15,
2009 and each quarter thereafter through February 15, 2010, 14,322 shares on May 15, 2010 and 14,321
shares beginning August 15, 2010 and each quarter thereafter through February 15, 2011, assuming
continued employment.
(5) Vests as to 13,345 shares beginning May 15, 2008 and each quarter thereafter through February 15, 2009,
15,871 shares on May 15, 2009, 15,870 shares beginning August 15, 2009 and each quarter thereafter
through February 15, 2010, 14,768 shares on May 15, 2010 and 14,767 shares beginning August 15, 2010
and each quarter thereafter through February 15, 2011, assuming continued employment.
(6) Vests as to 8,335 shares beginning May 15, 2008 and each quarter thereafter through November 15, 2008,
8,334 shares on February 15, 2009, 15,140 shares beginning May 15, 2009 and each quarter thereafter
through November 15, 2009, 15,139 shares on February 15, 2010, 30,288 shares on May 15, 2010, 30,287
shares on August 15, 2010, 30,288 shares on November 15, 2010 and 30,287 shares on February 15, 2011,
assuming continued employment.
16

Outstanding Equity Awards at Fiscal Year-End and Equity Awards Realized in 2006
The following table sets forth information concerning the outstanding options and stock awards held at
December 31, 2006 by the named executive officers.
Outstanding Equity Awards at 2006 Fiscal Year End
Option Awards Stock Awards
Name
Number of
Securities Underlying
Unexercised Options(#)
Option
Exercise
Price($)
Option
Expiration
Date
Number of Shares or
Units of Stock That
Have Not Vested(#)
Market Value of
Shares or Units
of Stock That
Have Not Vested($)(1)
Exercisable Unexercisable
Jeffrey P. Bezos
— — — — — —
Thomas J. Szkutak
RSUs . . . . . . . . . . . — — — — 289,183(2) $11,411,161
Richard L. Dalzell
Stock Option(3) . . . 400,000 100,000 $71.28 3/26/09
Stock Option(4) . . . 7,500 — 30.88 7/27/10
Stock Option(5) . . . — 249,998 8.55 4/4/11
RSUs . . . . . . . . . . . — — — — 198,706(6) 7,840,939
Diego Piacentini
Stock Option(7) . . . — 281,260 7.93 9/6/11
RSUs . . . . . . . . . . . — — — — 200,657(8) 7,917,925
Jeffrey A. Wilke
Stock Option(7) . . . 149,394 281,260 7.93 9/6/11
RSUs . . . . . . . . . . . — — — — 259,146(9) 10,225,901
(1) Reflects the closing market price of Amazon.com common stock on December 29, 2006, $39.46, multiplied
by the number of restricted stock units that were not vested as of December 31, 2006.
(2) Reflects shares of Amazon.com common stock subject to: (a) a restricted stock unit award for 500,000
shares, the unvested portion of which vests as to 71,430 shares on each of October 1, 2007 and October 1,
2008 and 71,425 shares on October 1, 2009, assuming continued employment and (b) a restricted stock unit
award for 74,898 shares vesting as disclosed in footnote 3 to the “Grants of Plan-Based Awards in Fiscal
Year 2006” table above.
(3) Nonqualified stock option for 500,000 shares, the unvested portion of which vests as to 100,000 shares on
November 8, 2007, assuming continued employment.
(4) Nonqualified stock option for 150,000 shares and fully vested.
(5) Nonqualified stock option for 1,400,000 shares, the unvested portion of which vests as to 62,499 shares on
February 8, 2007, 62,500 shares on May 11, 2007, 62,499 shares on August 8, 2007 and 62,500 shares on
November 8, 2007, assuming continued employment. The difference between the aggregate closing price of
Amazon.com common stock of $39.46 on December 29, 2006 and the aggregate exercise price of the
unvested portion of this option was $7,727,438.
(6) Reflects shares of Amazon.com common stock subject to: (a) a restricted stock unit award for 8,662 shares
that vests as to 2,165 shares on August 15, 2008, 2,166 shares on November 15, 2008, 2,165 shares on
February 15, 2009, and 2,166 shares on May 15, 2009, assuming continued employment, (b) a restricted
stock unit award for 16,065 shares that vests as to 3,013 shares on August 15, 2008, 3,012 shares beginning
November 15, 2008 and each quarter thereafter through May 15, 2009 and 1,004 shares beginning
August 15, 2009 and each quarter thereafter through May 15, 2010, assuming continued employment; and
17

(c) a restricted stock unit award for 173,979 shares vesting as disclosed in footnote 4 to the “Grants of Plan-
Based Awards in Fiscal Year 2006” table above.
(7) Nonqualified stock option for 1,225,000 shares, the unvested portion of which vests as to 56,252 shares
beginning February 14, 2007 and each quarter thereafter through February 14, 2008, assuming continued
employment. The difference between the aggregate closing price of Amazon.com common stock of $39.46
on December 29, 2006 and the aggregate exercise price of the unvested portion of this option was
$8,868,128.
that vests as to 2,165 shares on May 15, 2008, 2,166 shares on August 15, 2008, 2,165 shares on
November 15, 2008 and 2,166 shares on February 15, 2009, assuming continued employment; (b) a
restricted stock unit award for 16,065 shares that vests as to 3,013 shares on May 15, 2008, 3,012 shares
beginning August 15, 2008 and each quarter thereafter through February 15, 2009 and 1,004 shares
beginning May 15, 2009 and each quarter thereafter through February 15, 2010, assuming continued
employment; and (c) a restricted stock unit award for 175,930 shares vesting as disclosed in footnote 5 to
the “Grants of Plan-Based Awards in Fiscal Year 2006” table above.
that vests as to 4,331 shares beginning May 15, 2008 and each quarter thereafter through February 15, 2009,
assuming continued employment; (b) a restricted stock unit award for 26,774 shares that vests as to 5,020
shares on May 15, 2008 and August 15, 2008, 5,019 shares on November 15, 2008 and February 15, 2009
and 1,674 shares beginning May 15, 2009 and each quarter thereafter through February 15, 2010, assuming
continued employment; and (c) a restricted stock unit award for 215,048 shares vesting as disclosed in
footnote 6 to the “Grants of Plan-Based Awards in Fiscal Year 2006” table above.
The following table sets forth information concerning option exercises and stock awards that vested during
the last fiscal year by or for the named executive officers.
Options Exercised and Stock Vested in 2006
Option Awards Stock Awards
Name
Number of
Shares Acquired
on Exercise(#)
Value
Realized upon
Exercise($)(1)
Number of
Shares Acquired
on Vesting(#)
Value
Realized on
Vesting($)(2)
Jeffrey P. Bezos . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ — — $ —
Thomas J. Szkutak . . . . . . . . . . . . . . . . . . . . . . . . — — 71,430 2,205,044
Richard L. Dalzell . . . . . . . . . . . . . . . . . . . . . . . . . 312,502 10,300,066 20,000 701,400
Diego Piacentini . . . . . . . . . . . . . . . . . . . . . . . . . . . 225,008 6,758,893 20,000 730,600
Jeffrey A. Wilke . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,744 5,988,429 20,000 730,600
(1) Amount is the difference between the market price (closing price) of Amazon.com common stock at the
time of exercise and the exercise price of the options.
(2) Amount is the number of shares of stock or units vesting multiplied by the market price (closing price) of
Amazon.com common stock on the vesting date.
Potential Payments Upon Termination of Employment or Change-In-Control
Termination and Change-in-Control Agreements or Arrangements
The Company does not have arrangements with any of its named executive officers providing for additional
benefits or payments in connection with a termination of employment, change in job responsibility or
change-in-control. Upon termination of employment for any reason other than for cause, as defined in the 1997
Plan, a named executive officer may exercise vested stock options within three months of termination (unless the
term of the vested stock option expires before that time), but all unvested restricted stock units and unvested
18

options expire on the date of termination. In the event of termination for cause, all vested stock options would
automatically terminate as well, unless the plan administrator determines otherwise.
Change-in-Control Provisions of 1997 Plan
In the event of (i) the merger or consolidation of the Company in which it is not the surviving corporation
pursuant to which shares of common stock are converted into cash, securities or other property (other than a
merger in which holders of common stock immediately before the merger have the same proportionate
ownership of the capital stock of the surviving corporation immediately after the merger), (ii) the sale, lease,
exchange or other transfer of all or substantially all of the Company’s assets (other than a transfer to a majority-
owned subsidiary), or (iii) the approval by the holders of common stock of any plan or proposal for the
Company’s liquidation or dissolution (each a “Corporate Transaction”), the Leadership Development and
Compensation Committee will determine whether provisions will be made in connection with the Corporate
Transaction for the assumption of stock-based awards under the 1997 Plan or the substitution of appropriate new
awards covering the stock of the successor corporation or an affiliate of the successor corporation. If the
Leadership Development and Compensation Committee determines that no such assumption or substitution will
be made, vesting of outstanding awards under the 1997 Plan will automatically accelerate so that such awards
become 100% vested and exercisable immediately before the Corporate Transaction. On a hypothetical basis,
assuming the Leadership Development and Compensation Committee had made such a determination in a
Corporate Transaction that closed on December 31, 2006, the dollar value of the stock-based awards held by
named executive officers that would have vested based on the closing price of Amazon.com common stock of
$39.46 on December 29, 2006 is set forth in the “Outstanding Equity Awards at 2006 Fiscal Year End” table and
the footnotes thereto.
19

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth information concerning the Company’s equity compensation plans as of
December 31, 2006:
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
Equity compensation plans approved by
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,963,309(1) $19.49(2) 100,417,694(3)
Equity compensation plans not approved by
shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,990,461 13.86 18,750,084
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,953,770(4) 18.72 119,167,778
(1) Includes 14,559,027 shares issuable pursuant to restricted stock unit awards, which awards may be granted
only under the Company’s shareholder-approved 1997 Plan. There is no exercise price associated with a
restricted stock unit award.
(2) Calculation excludes shares subject to restricted stock unit awards.
(3) For the fiscal years 2001 through 2010, the maximum number of shares issuable pursuant to the 1997 Plan is
increased as of the first day of each fiscal year of the Company by an amount equal to (a) the lesser of
(i) 4% of the outstanding common stock as of the end of the immediately preceding fiscal year, and
(ii) 15 million shares, or (b) a lesser amount as determined by the Leadership Development and
Compensation Committee.
(4) Excludes 14,917 shares of common stock issuable upon exercise of stock options having a weighted average
exercise price of $2.40 that are outstanding under stock option plans assumed by the Company as a result of
acquisitions.
Equity Compensation Plans Not Approved By Security Holders. The Board adopted the 1999 Nonofficer
Employee Stock Option Plan (the “1999 Plan”) to enable the grant of nonqualified stock options to employees,
consultants, agents, advisors and independent contractors of the Company and its subsidiaries who are not
officers or Directors of the Company. Restricted stock units, the Company’s primary form of stock-based
compensation since 2002, are not granted from the 1999 Plan. The 1999 Plan has not been approved by the
Company’s shareholders. The Leadership Development and Compensation Committee is the administrator of the
1999 Plan, and as such determines all matters relating to options granted under the 1999 Plan, including the
selection of the recipients, the size of the grants and the conditions to vesting and exercisability. The Leadership
Development and Compensation Committee has delegated authority to make grants under the 1999 Plan to
another committee of the Board and to certain officers of the Company, subject to specified limitations on the
size and terms of such grants. A maximum of 40 million shares of common stock were reserved for issuance
under the 1999 Plan.
20

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
An employee of Amazon.com who shares the same household as Brian Valentine, an executive officer of
the Company, earns an annual salary of approximately $120,000 and was granted restricted stock unit awards in
2006 consistent with awards provided to other Company employees of the same level with similar
responsibilities.
The Company owns 13.7% of the stock of drugstore.com and under the terms of a voting agreement has the
right to designate a nominee for election to the drugstore.com board of directors. The Company has designated
Geoff Entress to serve on the drugstore.com board. Mr. Entress is a principal of Madrona Venture Group, L.L.C.
(“Madrona”), a venture capital firm in which Amazon.com director Tom Alberg is a managing director. While
the Company and Madrona are not affiliates, in exchange for Mr. Entress’ agreement to serve as the Company’s
designated nominee, the Company has agreed to indemnify Mr. Entress and Madrona from losses, claims,
damages, liabilities or expenses incurred as a result of Mr. Entress’s service as a director of drugstore.com,
subject to certain limits and only to the extent not covered by any indemnification or insurance provided by or on
behalf of drugstore.com.
Two brothers of Kal Raman, a former executive officer of the Company, are employees of the Company and
earn annual salaries of approximately $130,000 and $111,000, respectively. They also have been awarded
signing bonuses and restricted stock unit grants consistent with bonuses and grants provided to other Company
employees of the same level with similar responsibilities.
The Audit Committee reviews and, as appropriate, approves and ratifies transactions that qualify for
disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, the Company believes that during the
year ended December 31, 2006, its officers, directors and greater-than-10% shareholders timely filed all reports
required by Section 16(a).
EXPENSES OF SOLICITATION
The accompanying proxy is solicited by and on behalf of the Board of Directors, and the cost of such
solicitation will be borne by the Company. Georgeson Shareholder Communications, Inc. will distribute proxy
materials to beneficial owners, may solicit proxies by personal interview, mail, telephone, and electronic
communications, and will request brokerage houses and other custodians, nominees, and fiduciaries to forward
soliciting material to the beneficial owners of the common stock held on the record date by such persons. The
Company will pay Georgeson Shareholder Communications $5,000 for its proxy solicitation services and will
reimburse Georgeson Shareholder Communications for payments made to brokers and other nominees for their
expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, telephone,
and electronic communications by directors, officers and other employees of the Company without additional
compensation.
OTHER MATTERS
As of the date of this Proxy Statement, there are no other matters that the Company intends to present, or
has reason to believe others will present, at the Annual Meeting. If, however, other matters properly come before
21

the Annual Meeting, the accompanying proxy authorizes the persons named as proxies or their substitutes to vote
on such matters as they determine appropriate.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders to be considered for inclusion in the Proxy Statement and proxy card for the 2008
Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 must be submitted in writing
to the Secretary of the Company, Amazon.com, 1200 12th Avenue South, Suite 1200, Seattle, WA 98144-2734,
and must be received by 11:59 p.m. Pacific time on Saturday, December 29, 2007. The submission of a
shareholder proposal does not guarantee that it will be included in the Company’s Proxy Statement.
In addition, the Company’s Bylaws include advance notice provisions that require shareholders desiring to
bring nominations for directors or other business before an annual shareholders meeting to do so in accordance
with the terms of the advance notice provisions regardless of whether the shareholder seeks to include such
matters in the Proxy Statement pursuant to Rule 14a-8. These advance notice provisions require that, among
other things, shareholders give timely written notice to the Secretary of the Company regarding such nominations
or other business and otherwise satisfy the requirements set forth in the Bylaws. To be timely, a shareholder who
intends to present nominations or a proposal at the 2008 Annual Meeting of Shareholders other than pursuant to
Rule 14a-8 must provide written notice of the nominations or other business they wish to propose to the
Secretary no earlier than Sunday, March 16, 2008, and no later than Tuesday, April 15, 2008. However, in the
event the 2008 Annual Meeting of Shareholders is to be held on a date that is more than 30 days before or more
than 60 days after June 14, 2008, then such notice must be received not earlier than the 90th day prior to the date
of the 2008 Annual Meeting of Shareholders, and not later than the later to occur of (i) the 60th day prior to the
date of such annual meeting, or (ii) the tenth day following the day on which notice of the date of such annual
meeting was mailed or public disclosure was made. If a shareholder fails to meet these deadlines and fails to
satisfy the requirements of Rule 14a-4 under the Securities Exchange Act of 1934, the Company may exercise
discretionary voting authority under proxies it solicits to vote on any such proposal as it determines appropriate.
The Company reserves the right to reject, rule out of order or take other appropriate action with respect to
any proposal that does not comply with these and other applicable requirements.
HOUSEHOLDING; AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND PROXY
STATEMENT
A copy of the Company’s combined Annual Report to Shareholders and Annual Report on Form 10-K for
the year ended December 31, 2006 (the “2006 Annual Report”), accompanies this Proxy Statement. If you and
others who share your mailing address own common stock in street name, meaning through a bank or brokerage
firm or other nominee, you may have received a notice that your household will receive only one annual report
and proxy statement from each company whose stock is held in such accounts. This practice, known as
“householding,” is designed to reduce the volume of duplicate information and reduce printing and postage costs.
Unless you responded that you did not want to participate in householding, you were deemed to have consented
to it, and a single copy of this Proxy Statement and the 2006 Annual Report have been sent to your address. Each
shareholder will continue to receive a separate voting instruction form.
If you would like to revoke your consent to householding and in the future receive your own set of proxy
materials or if your household is currently receiving multiple copies of the proxy materials and you would like in
the future to receive only a single set of proxy materials at your address, please contact Householding
Department by mail at 51 Mercedes Way, Edgewood, NY 11717, or by calling 1-800-542-1061, and indicate
your name, the name of each of your brokerage firms or banks where your shares are held, and your account
22

numbers. The revocation of a consent to householding will be effective 30 days following its receipt. You will
also have an opportunity to opt in or opt out of householding by following the instructions on your voting
instruction form or by contacting your bank or broker.
If you would like an additional copy of the 2006 Annual Report or this Proxy Statement, these
documents are available in digital form for download or review by visiting “Financial Documents” at
www.amazon.com/ir. Alternatively, we will promptly send a copy to you upon request by mail to Investor
Relations, Amazon.com, Inc., P.O. Box 81226, Seattle, WA 98108-1226, or by calling 1-800-426-6825.
If you own shares in street name, you can also register to receive all future shareholder communications
electronically, instead of in print. This means that the annual report, proxy statement, and other correspondence
will be delivered to you via e-mail. Holders in street name can register for electronic delivery at
http://www.icsdelivery.com/amzn. Electronic delivery of shareholder communications helps save your company
money by reducing printing and postage costs.
23

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APPENDIX A
SUMMARY OF THE 1997 STOCK INCENTIVE PLAN
Description of the 1997 Plan
The 1997 Plan provides a means whereby employees, directors, officers, consultants, agents, advisors and
independent contractors of the Company may be granted stock awards, ISOs or nonqualified stock options
(“NSOs”) to acquire shares of Common Stock. Subject to adjustment required in the event of any recapitalization
of the Company, the numbers of shares available for issuance under the 1997 Plan as amended will be as
described above.
The Leadership Development and Compensation Committee of the Company’s Board of Directors is the
plan administrator for the 1997 Plan. The plan administrator is authorized to make awards of Common Stock on
such terms and conditions and subject to such restrictions, if any (whether based on performance standards,
periods of service or otherwise) as the plan administrator may determine. Restrictions may include repurchase or
forfeiture rights in favor of the Company.
The number of shares available for issuance is subject to an annual increase, beginning on the first day of
the Company’s fiscal year, equal to (i) the lesser of (a) 4% of the outstanding common shares as of the end of the
immediately preceding fiscal year and (b) 15,000,000 shares or (ii) a lesser amount determined by the plan
administrator; provided that any shares from any such increases in previous years that are not actually issued will
be added to the aggregate number of shares available for issuance under the 1997 Plan. The number of shares
available for grant under the 1997 Plan is also increased by any shares that are subject to outstanding grants
under the Company’s 1994 Stock Option Plan and that again become available for grant under the Prior Plan in
accordance with its terms. Shares subject to awards granted under the 1997 Plan that have lapsed or terminated
may again become subject to awards granted under the plan. As of March 31, 2007, 115,020,765 shares remained
available for grant under the 1997 Plan. As of that date, approximately 18,296,023 shares were subject to
outstanding grants under the 1997 Plan, of which 3,823,660 represent outstanding options and 14,472,363
represent outstanding restricted stock units and stock awards. Information regarding the number of awards held
by each of our directors and named executive officers that were granted under the 1997 Plan is set forth on
page 6 and 17 of this proxy statement, and all directors and executives as a group hold options covering
1,799,169 shares and restricted stock units and stock awards covering 2,974,471 shares. On March 30, 2007, the
average of the high and low sale prices of the Common Stock was $39.83 per share, as reported by the Nasdaq
National Market.
Not more than 4,500,000 shares of common stock may be made subject to awards under the 1997 Plan to
any individual in the aggregate in any one fiscal year of the Company, except that the Company may make
additional one-time grants of up to 18 million shares to newly hired or newly promoted individuals. The
maximum number of shares that may be issued pursuant to options that are intended to qualify as incentive stock
options (“ISOs”) will be 251,025,075 shares. The share limitations described in this and the preceding paragraph
will be proportionately adjusted by the plan administrator in the event that a stock dividend, stock split, spin-off,
combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other
than a normal cash dividend, or other change in the Company’s corporate or capital structure results in the
Company’s outstanding shares (or any securities exchanged therefore or received in their place) being exchanged
for a different number or class of securities of the Company or of any other corporation or new, different or
additional securities of the Company or of any other corporation being received by the holders of shares of
Common Stock of the Company.
Subject to the terms of the 1997 Plan, the plan administrator is authorized to make awards of restricted stock
units, restricted stock and other awards of Common Stock or denominated in units of Common Stock, in each
case on such terms and conditions and subject to such restrictions, if any as the plan administrator shall
determine. The terms of such awards may be based on continuous service with the Company or the achievement
A-1

of performance goals specified by the plan administrator. The plan administrator may in its discretion waive the
forfeiture period and any other terms, conditions or restrictions on any such award, except that the plan
administrator may not adjust performance goals for any such award intended to be exempt under Section 162(m)
of the Code in such a manner as would increase the amount otherwise payable to a participant.
Subject to the terms of the 1997 Plan, the plan administrator determines the terms and conditions of stock
options granted under the plan, including the exercise price of options granted under the plan. The 1997 Plan
provides that the plan administrator must establish an exercise price for ISOs that is not less than the fair market
value per share at the date of grant. Each ISO must expire within ten years of the date of grant. However, if ISOs
are granted to persons owning more than 10% of the voting stock of the Company, the 1997 Plan and the tax
laws pertaining to ISOs provide that the exercise price may not be less than 110% of the fair market value per
share at the date of grant.
The option exercise price may be paid in cash or by check, by tendering shares of Common Stock that the
optionee has owned for at least six months, by a broker-assisted cashless exercise, by any combination of the
foregoing, or with such other consideration as the plan administrator may permit. Unless otherwise established
by the plan administrator, the term of each option is ten years from the date of grant, except that if ISOs are
granted to persons owning more than 10% of the Company’s voting stock, the term may not exceed five years.
Unless otherwise provided by the plan administrator, options granted under the 1997 Plan vest over five years, at
a rate of 20% per year for two years, then an additional 5% for each three months of employment completed
thereafter.
No stock award or option may be transferred by the optionee other than by will or the laws of descent or
distribution, except for certain transfers that may be permitted by the plan administrator. Unless otherwise
established by the plan administrator, an optionee whose relationship with the Company or any related
corporation ceases for any reason (other than termination for cause, retirement, death or disability, as such terms
are defined in the 1997 Plan) may exercise options, to the extent vested on the date of termination, in the three-
month period following such cessation (unless such options terminate or expire sooner by their terms). In the
event the optionee is terminated for cause, the options terminate upon the first notification to the optionee of such
termination. In the event the optionee retires, dies or becomes permanently and totally disabled, options vested as
of the date of retirement, death or disability may be exercised prior to the earlier of the option’s specified
expiration date and one year from the date of the optionee’s retirement, death or disability.
In the event of a Corporate Transaction (as defined in the 1997 Plan), the plan administrator will determine
whether provisions will be made in connection with the Corporate Transaction for the assumption of the options
under the 1997 Plan or substitution of appropriate new options covering the stock of the successor corporation or
an affiliate of the successor corporation. If the plan administrator determines that no such assumption or
substitution will be made, each outstanding option under the 1997 Plan will automatically accelerate so that it
will become 100% vested and exercisable immediately before the Corporate Transaction.
The 1997 Plan does not have a fixed expiration date. No ISOs may be granted under the 1997 Plan,
however, more than ten years after the later of (i) the plan’s adoption by the Board and (ii) the adoption by the
Board of any amendment to the plan that constitutes the adoption of a new plan for purposes of Section 422 of
the Code.
Federal Income Tax Consequences
The material U.S. federal income tax consequences to the Company and to any person granted a stock award
or an option under the 1997 Plan who is subject to taxation in the United States under existing applicable
provisions of the Code and underlying Treasury Regulations are substantially as follows. The following summary
does not address state, local or foreign tax consequences and it is based on present law and regulations as in
effect as of the date hereof.
A-2

NSOs. No income will be recognized by an optionee upon the grant of an NSO. Upon the exercise of an
NSO, the optionee will recognize taxable ordinary income in an amount equal to the excess of the fair market
value at the time of exercise of the shares acquired over the exercise price. Upon a later sale of those shares, the
optionee will have capital gain or loss equal to the difference between the amount realized on such sale and the
tax basis of the shares sold. Furthermore, this capital gain or loss will be long-term capital gain or loss if the
shares are held for more than one year before they are sold. If payment of the option price is made entirely in
cash, the tax basis of the shares will be equal to their fair market value on the exercise date (but not less than the
exercise price), and the shares’ holding period will begin on the day after the exercise date.
If the optionee uses already-owned shares to pay the exercise price of an NSO in whole or in part, the
transaction will not be considered to be a taxable disposition of the already-owned shares. The optionee’s tax
basis and holding period of the already-owned shares will be carried over to the equivalent number of shares
received upon exercise. The tax basis of the additional shares received upon exercise will be the fair market value
of the shares on the exercise date (but not less than the amount of cash, if any, used in payment), and the holding
period for such additional shares will begin on the day after the exercise date.
ISOs. No income will be recognized by an optionee upon the grant of an ISO. The rules for the tax
treatment of an NSO also apply to an ISO that is exercised more than three months after the optionee’s
termination of employment (or more than 12 months thereafter in the case of permanent and total disability, as
defined in the 1997 Plan).
Upon the exercise of an ISO during employment or within three months after the optionee’s termination of
employment (12 months in the case of permanent and total disability), for regular tax purposes the optionee will
recognize no ordinary income at the time of exercise (although the optionee will have income for alternative
minimum income tax purposes at that time equal to the excess of the fair market value of the shares over the
exercise price). If the acquired shares are sold or exchanged after the later of (i) one year from the date of
exercise of the option and (ii) two years from the date of grant of the option, the difference between the amount
realized by the optionee on that sale or exchange and the option exercise price will be taxed to the optionee as
long-term capital gain or loss. If the shares are disposed of in an arms’ length sale before such holding period
requirements are satisfied, then the optionee will recognize taxable ordinary income in the year of disposition in
an amount equal to the excess of the fair market value of the shares received on the exercise date over the
exercise price (or, if less, the excess of the amount realized on the sale of the shares over the exercise price), and
the optionee will have short-term or long-term capital gain or loss, as the case may be, in an amount equal to the
difference between (i) the amount realized by the optionee upon the disposition of the shares and (ii) the exercise
price paid by the optionee increased by the amount of ordinary income, if any, so recognized by the optionee.
Company Deduction. In all the foregoing cases, the Company will be entitled to a deduction at the same
time and in the same amount as the participant recognizes ordinary income, subject to certain limitations. Among
these limitations is Section 162(m) of the Code. As discussed above, certain performance-based compensation is
not subject to the Section 162(m) limitation on deductibility. Stock options and restricted stock and performance
share awards can qualify for this performance-based exception if they meet the requirements set forth in
Section 162(m) and Treasury Regulations promulgated thereunder. The 1997 Plan has been drafted to allow, but
not require, compliance with those performance-based criteria.
A-3

The first 4½ years of our journey have yielded some amazing results: we’ve now served
over 17 million customers in over 150 countries and built the leading global e-commerce
brand and platform.
In the coming years we expect to benefit from the continued adoption of online
commerce around the world as millions of new consumers connect to the Internet for the
first time. As the online shopping experience continues to improve, consumer trust and
confidence will increase, driving further adoption. And, if we at Amazon.com do our job
right, we can be uniquely positioned to serve these new customers best and benefit as a
result.
A Recap of 1999
During 1999, our relentless focus on customers worked:
• Sales grew from $610 million in 1998 to $1.64 billion – a 169 percent increase.
• We added 10.7 million new customers, increasing cumulative customer accounts
from 6.2 million to 16.9 million.
• The percentage of orders placed by repeat customers grew from over 64 percent
in the fourth quarter of 1998 to greater than 73 percent in the same period in 1999.
• Customers around the world are now choosing Amazon.com for a wide array of
products. Only two years ago, Amazon.com's U.S. Books business represented
100 percent of our sales. Today, despite strong growth in U.S. Books, other areas
account for more than half our sales. Major 1999 initiatives included Auctions,
zShops, Toys, Consumer Electronics, Home Improvement, Software, Video
Games, Payments and our wireless initiative, Amazon Anywhere.
• We've continued to be recognized as best-of-breed not only in our more
established areas such as books, but in our newer stores as well. Just to focus on
one area, Amazon Toys has received multiple awards, including being rated the
best online toy store in an MSNBC survey, a ranking as the No. 1 on-line toy
store by Forrester Research, and the top e-Rating from Consumer Reports in the
toys category, in each case beating out a number of longer-established players.
• Sales outside of the US accounted for 22 percent of our business, totaling $358
million. In the U.K. and Germany, we added Music, Auctions and zShops. In
fact, Amazon.co.uk, Amazon.de, and Amazon.com are now the #1, #2, and #3
most popular online retail domains in Europe.
• We grew worldwide distribution capacity from roughly 300,000 square feet to
over 5 million square feet in less than 12 months.

• In part because of this infrastructure, we were able to grow revenues 90 percent in
just three months, while shipping well over 99 percent of our holiday orders in
time for the holidays. As far as we can determine, no other company has ever
grown 90 percent in three months on a sales base of over $1 billion.
I’m incredibly proud of everyone at Amazon.com for their tireless efforts to deliver what
has become the standard-setting, Amazon.com-class customer experience while
simultaneously handling such extraordinary growth rates. If any of you shareholders
would like to thank this incredible worldwide team of Amazonians, please feel free to
send an email to jeff@amazon.com. With help from my astounding office staff, I’ll
compile them and send them to the company. I know it would be appreciated. (As a side
benefit I’ll get to see if anyone reads these letters!)
In 1999, we continued to benefit from a business model that is inherently capital efficient.
We don’t need to build physical stores or stock those stores with inventory, and our
centralized distribution model has allowed us to build a business with over $2 billion in
annualized sales but requiring just $220 million in inventory and $318 million in fixed
assets. Over the last five years, we’ve cumulatively used just $62 million in operating
cash.
What Do You Own?
At a recent event at the Stanford University campus, a young woman came to the
microphone and asked me a great question: “I have 100 shares of Amazon.com. What do
I own?”
I was surprised I hadn’t heard it before, at least not so simply put. What do you own?
You own a piece of the leading e-commerce platform.
The Amazon.com platform is comprised of brand, customers, technology, distribution
capability, deep e-commerce expertise, and a great team with a passion for innovation
and a passion for serving customers well. We begin the year 2000 with 17 million
customers, a world-wide reputation for customer focus, the best e-commerce software
systems, and purpose-built distribution and customer service infrastructure. We believe
we have reached a “tipping point,” where this platform allows us to launch new e-
commerce businesses faster, with a higher quality of customer experience, a lower
incremental cost, a higher chance of success, and a faster path to scale and profitability
than any other company.
Our vision is to use this platform to build Earth’s most customer-centric company, a
place where customers can come to find and discover anything and everything they might
want to buy online. We won’t do so alone, but together with what will be thousands of
partners of all sizes. We’ll listen to customers, invent on their behalf, and personalize the
store for each of them, all while working hard to continue to earn their trust. As is
probably clear, this platform affords an unusually large scale opportunity, one that should

prove very valuable for both customers and shareholders if we can make the most of it.
Despite the many risks and complexities, we are deeply committed to doing so.
Goals for 2000
In the year 2000, Amazon.com has six major goals: growth in both the number of our
customers and the strength of the relationship we have with each of them; continued rapid
expansion of the products and services we offer; driving operational excellence in all
areas of the company; international expansion; expanding our partnership programs; and
last, importantly, driving toward profitability in each and every business we are in. I’ll
spend a moment on each goal.
Growing and strengthening customer relationships 


 We will continue to invest
heavily in introductions to new customers. Though it’s sometimes hard to imagine with
all that has happened in the last five years, this remains Day 1 for e-commerce, and these
are the early days of category formation where many customers are forming relationships
for the first time. We must work hard to grow the number of customers who shop with
us, the number of products they purchase, the frequency with which they shop, and the
level of satisfaction they have when they do so.
Product and service expansion 


 We are working to build a place where customers can
find and discover anything they want to buy, anytime, anywhere. Each new product and
service we offer makes us more relevant to a wider group of customers and can increase
the frequency with which they visit our store. So, as we expand our offering, we create a
virtuous cycle for the whole business. The more frequently customers visit our store, the
less time, energy, and marketing investment is required to get them to come back again.
In sight, in mind.
Further, as we expand, each new store has a dedicated team working to make it best-of-
breed in its category; thus each new store is also a new opportunity to demonstrate to
customers our focus on them. Finally, each new product or service further leverages our
investments in distribution, customer service, technology, and brand, and can yield
increased leverage on our bottom line.
Operational excellence 


 To us, operational excellence implies two things: delivering
continuous improvement in customer experience and driving productivity, margin,
efficiency, and asset velocity across all our businesses.
Often, the best way to drive one of these is to deliver the other. For instance, more
efficient distribution yields faster delivery times, which in turn lowers contacts per order
and customer service costs. These, in turn, improve customer experience and build
brand, which in turn decreases customer acquisition and retention costs.
Our whole company is highly focused on driving operational excellence in each area of
our business in 2000. Being world class in both customer experience and operations will
allow us to grow faster and deliver even higher service levels.

International expansion 


 We think that consumers outside the U.S. are even more
under-served by retail than those within it, and, with our platform in place, Amazon.com
is well positioned to be a leading global retailer. We already have significant brand, sales
and customer presence around the world, as we’ve been shipping into over 150 countries
for almost five years. I’m pleased to report that our stores in the UK and Germany are off
to a strong start − they are already in the top 10 Web properties and the # 1 e-commerce
site in each of their respective countries. Our customers and shareholders around the
world can look forward to further geographic expansion from this base during the coming
year.
Expanding our partnership program 


 Through our platform, we are able to bring
tremendous value to our partners, such as drugstore.com. In fact, our experience so far
suggests that Amazon.com may easily be the most efficient, effective means for our
partners to build their businesses. In many areas, partnering is the best way for us to
rapidly expand our store in a customer-focused, cost-effective manner. One point worth
emphasizing: the quality of customer experience a partner delivers is the single most
important criteria in our selection process − we simply won’t build a partnership with any
company that does not share our passion for serving customers.
We love these kinds of partnerships because they please customers, please our partners,
and are financially attractive, pleasing our shareholders − you and us.
Drive toward profitability in each business we are in 


 Each of the previous goals
I’ve outlined contribute to our long-standing objective of building the best, most
profitable, highest return on capital, long-term franchise. So in a way, driving
profitability is the foundation underlying all of these goals. In the coming year, we
expect to deliver substantial margin improvement and cost leverage as we drive
continuous improvement in our partnerships with suppliers, in our own productivity and
efficiency, in our management of fixed and working capital, and our expertise in
managing product mix and price.
Each successive product and service we launch this year should build on our platform, so
our investment curve can be less steep and the time to profitability for each business
should, in general, continue to shorten.
In our 1997 letter to shareholders (our first), we detailed our long-term investment
approach. Because we continue to add many new shareholders, we’ve appended that
letter immediately after this year’s. I invite you to please read the section entitled It’s All
About the Long Term, as it is the best way I know to help make sure we’re the kind of
company you want to be invested in. As we wrote there, we don’t claim it’s the right
philosophy, we just claim it’s ours!

In closing, consider this most important point: the current online shopping experience is
the worst it will ever be. It’s good enough today to attract 17 million customers, but it
will get so much better. Increased bandwidth will result in faster page views and richer
content. Further improvements will lead to “always-on access” (which I expect will be a
strong boost to online shopping at home, as opposed to the office) and we’ll see
significant growth in non-PC devices and wireless access. Moreover, it’s great to be
participating in what is a multi-trillion dollar global market, in which we are so very, very
tiny. We are doubly-blessed. We have a market-size unconstrained opportunity in an
area where the underlying foundational technology we employ improves every day. That
is not normal.
As always, we at Amazon.com remain grateful to our customers for their business and
trust, to each other for our hard work, and to our shareholders for their support and
encouragement. Many, many thanks.
Jeffrey P. Bezos
Amazon.com, Inc.

Amazon.com passed many milestones in 1997: by year-end, we had served more
than 1.5 million customers, yielding 838% revenue growth to $147.8 million, and
extended our market leadership despite aggressive competitive entry.
personalization, online commerce will accelerate the very process of discovery.
Amazon.com uses the Internet to create real value for its customers and, by doing so,
We have a window of opportunity as larger players marshal the resources to pursue
the online opportunity and as customers, new to purchasing online, are receptive to
forming new relationships. The competitive landscape has continued to evolve at a fast
pace. Many large players have moved online with credible offerings and have devoted
substantial energy and resources to building awareness, traffic, and sales. Our goal is to
move quickly to solidify and extend our current position while we begin to pursue the
online commerce opportunities in other areas. We see substantial opportunity in the large
markets we are targeting. This strategy is not without risk: it requires serious investment
and crisp execution against established franchise leaders.
We believe that a fundamental measure of our success will be the shareholder value
we create over the long term. This value will be a direct result of our ability to extend
and solidify our current market leadership position. The stronger our market leadership,
the more powerful our economic model. Market leadership can translate directly to
higher revenue, higher profitability, greater capital velocity, and correspondingly stronger
returns on invested capital.

Our decisions have consistently reflected this focus. We first measure ourselves in
terms of the metrics most indicative of our market leadership: customer and revenue
growth, the degree to which our customers continue to purchase from us on a repeat
basis, and the strength of our brand. We have invested and will continue to invest
aggressively to expand and leverage our customer base, brand, and infrastructure as we
move to establish an enduring franchise.
Because of our emphasis on the long term, we may make decisions and weigh
tradeoffs differently than some companies. Accordingly, we want to share with you our
fundamental management and decision-making approach so that you, our shareholders,
may confirm that it is consistent with your investment philosophy:
leadership considerations rather than short-term profitability considerations or
short-term Wall Street reactions.
• We will continue to measure our programs and the effectiveness of our
investments analytically, to jettison those that do not provide acceptable returns,
and to step up our investment in those that work best. We will continue to learn
from both our successes and our failures.
• We will make bold rather than timid investment decisions where we see a
sufficient probability of gaining market leadership advantages. Some of these
investments will pay off, others will not, and we will have learned another
valuable lesson in either case.
• When forced to choose between optimizing the appearance of our GAAP
accounting and maximizing the present value of future cash flows, we'll take the
cash flows.
• We will share our strategic thought processes with you when we make bold
choices (to the extent competitive pressures allow), so that you may evaluate for
yourselves whether we are making rational long-term leadership investments.
• We will work hard to spend wisely and maintain our lean culture. We understand
the importance of continually reinforcing a cost-conscious culture, particularly in
a business incurring net losses.
• We will balance our focus on growth with emphasis on long-term profitability and
capital management. At this stage, we choose to prioritize growth because we
believe that scale is central to achieving the potential of our business model.

• We will continue to focus on hiring and retaining versatile and talented
employees, and continue to weight their compensation to stock options rather than
cash. We know our success will be largely affected by our ability to attract and
retain a motivated employee base, each of whom must think like, and therefore
must actually be, an owner.
We aren't so bold as to claim that the above is the "right" investment philosophy, but
it's ours, and we would be remiss if we weren't clear in the approach we have taken and
will continue to take.
From the beginning, our focus has been on offering our customers compelling value.
We realized that the Web was, and still is, the World Wide Wait. Therefore, we set out to
offer customers something they simply could not get any other way, and began serving
them with books. We brought them much more selection than was possible in a physical
store (our store would now occupy 6 football fields), and presented it in a useful, easy-to-
search, and easy-to-browse format in a store open 365 days a year, 24 hours a day. We
maintained a dogged focus on improving the shopping experience, and in 1997
substantially enhanced our store. We now offer customers gift certificates, 1-Click(SM)
shopping, and vastly more reviews, content, browsing options, and recommendation
features. We dramatically lowered prices, further increasing customer value. Word of
mouth remains the most powerful customer acquisition tool we have, and we are grateful
for the trust our customers have placed in us. Repeat purchases and word of mouth have
combined to make Amazon.com the market leader in online bookselling.
• Cumulative customer accounts grew from 180,000 to 1,510,000 – a 738%
increase.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of
90th to within the top 20.
including America Online, Yahoo!, Excite, Netscape, GeoCities, AltaVista,
@Home, and Prodigy.

Infrastructure
• Inventories rose to over 200,000 titles at year-end, enabling us to improve
availability for our customers.
• Our cash and investment balances at year-end were $125 million, thanks to our
initial public offering in May 1997 and our $75 million loan, affording us
substantial strategic flexibility.
Our Employees
The past year's success is the product of a talented, smart, hard-working group, and I
take great pride in being a part of this team. Setting the bar high in our approach to hiring
has been, and will continue to be, the single most important element of Amazon.com's
success.
It's not easy to work here (when I interview people I tell them, “You can work long,
hard, or smart, but at Amazon.com you can't choose two out of three"), but we are
working to build something important, something that matters to our customers,
something that we can all tell our grandchildren about. Such things aren't meant to be
easy. We are incredibly fortunate to have this group of dedicated employees whose
sacrifices and passion build Amazon.com.
Goals for 1998
through Internet commerce and merchandising. Our goal remains to continue to solidify
and extend our brand and customer base. This requires sustained investment in systems
and infrastructure to support outstanding customer convenience, selection, and service
while we grow. We are planning to add music to our product offering, and over time we
believe that other products may be prudent investments. We also believe there are
significant opportunities to better serve our customers overseas, such as reducing delivery
times and better tailoring the customer experience. To be certain, a big part of the
challenge for us will lie not in finding new ways to expand our business, but in

We now know vastly more about online commerce than when Amazon.com was
founded, but we still have so much to learn. Though we are optimistic, we must remain
vigilant and maintain a sense of urgency. The challenges and hurdles we will face to
make our long-term vision for Amazon.com a reality are several: aggressive, capable,
well-funded competition; considerable growth challenges and execution risk; the risks of
product and geographic expansion; and the need for large continuing investments to
meet an expanding market opportunity. However, as we've long said, online
bookselling, and online commerce in general, should prove to be a very large market,
and it's likely that a number of companies will see significant benefit. We feel good
about what we've done, and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our
customers for their business and trust, to each other for our hard work, and to our
shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.

Long-term thinking is both a requirement and an outcome of true ownership. Owners are different from
tenants. I know of a couple who rented out their house, and the family who moved in nailed their Christmas tree
to the hardwood floors instead of using a tree stand. Expedient, I suppose, and admittedly these were particularly
bad tenants, but no owner would be so short-sighted. Similarly, many investors are effectively short-term tenants,
turning their portfolios so quickly they are really just renting the stocks that they temporarily “own.”
We emphasized our long-term views in our 1997 letter to shareholders, our first as a public company,
because that approach really does drive making many concrete, non-abstract decisions. I’d like to discuss a few
of these non-abstract decisions in the context of customer experience. At Amazon.com, we use the term customer
experience broadly. It includes every customer-facing aspect of our business—from our product prices to our
selection, from our website’s user interface to how we package and ship items. The customer experience we
create is by far the most important driver of our business.
As we design our customer experience, we do so with long-term owners in mind. We try to make all of our
customer experience decisions—big and small—in that framework.
For instance, shortly after launching Amazon.com in 1995, we empowered customers to review products.
While now a routine Amazon.com practice, at the time we received complaints from a few vendors, basically
wondering if we understood our business: “You make money when you sell things—why would you allow
negative reviews on your website?” Speaking as a focus group of one, I know I’ve sometimes changed my mind
before making purchases on Amazon.com as a result of negative or lukewarm customer reviews. Though
negative reviews cost us some sales in the short term, helping customers make better purchase decisions
ultimately pays off for the company.
Another example is our Instant Order Update feature, which reminds you that you’ve already bought a
particular item. Customers lead busy lives and cannot always remember if they’ve already purchased a particular
item, say a DVD or CD they bought a year earlier. When we launched Instant Order Update, we were able to
measure with statistical significance that the feature slightly reduced sales. Good for customers? Definitely. Good
for shareowners? Yes, in the long run.
Among the most expensive customer experience improvements we’re focused on are our everyday free-
shipping offers and our ongoing product price reductions. Eliminating defects, improving productivity, and
passing the resulting cost savings back to customers in the form of lower prices is a long-term decision. Increased
volumes take time to materialize, and price reductions almost always hurt current results. In the long term,
however, relentlessly driving the “price-cost structure loop” will leave us with a stronger, more valuable
business. Since many of our costs, such as software engineering, are relatively fixed and many of our variable
costs can also be better managed at larger scale, driving more volume through our cost structure reduces those
costs as a percentage of sales. To give one small example, engineering a feature like Instant Order Update for use
by 40 million customers costs nowhere near 40 times what it would cost to do the same for 1 million customers.
Our pricing strategy does not attempt to maximize margin percentages, but instead seeks to drive maximum
value for customers and thereby create a much larger bottom line—in the long term. For example, we’re
targeting gross margins on our jewelry sales to be substantially lower than industry norms because we believe
over time—customers figure these things out—this approach will produce more value for shareholders.

We have a strong team of hard-working, innovative folks building Amazon.com. They are focused on the
customer and focused on the long term. On that time scale, the interests of shareowners and customers are
aligned.
As always, I attach our 1997 letter and believe it is still worth a read. Here’s to not being a tenant!
Jeffrey P. Bezos
Amazon.com, Inc.
P.S. Again this year, the widely-followed American Customer Satisfaction Index gave Amazon.com a score
of 88—the highest customer satisfaction score ever recorded in any service industry, online or off. A
representative of the ACSI was quoted as saying, “If they go any higher, they will get a nose bleed.” We’re
working on that.

Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5 million customers,
yielding 838% revenue growth to $147.8 million, and extended our market leadership despite aggressive
competitive entry.
very process of discovery. Amazon.com uses the Internet to create real value for its customers and, by doing so,
We believe that a fundamental measure of our success will be the shareholder value we create over the long
term. This value will be a direct result of our ability to extend and solidify our current market leadership position.
The stronger our market leadership, the more powerful our economic model. Market leadership can translate
directly to higher revenue, higher profitability, greater capital velocity, and correspondingly stronger returns on
invested capital.
Our decisions have consistently reflected this focus. We first measure ourselves in terms of the metrics most
indicative of our market leadership: customer and revenue growth, the degree to which our customers continue to
purchase from us on a repeat basis, and the strength of our brand. We have invested and will continue to invest
aggressively to expand and leverage our customer base, brand, and infrastructure as we move to establish an
enduring franchise.

• Sales grew from $15.7 million in 1996 to $147.8 million—an 838% increase.
• Cumulative customer accounts grew from 180,000 to 1,510,000—a 738% increase.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of 90th to within the top
20.
Infrastructure
management team.

• Distribution center capacity grew from 50,000 to 285,000 square feet, including a 70% expansion of our
Seattle facilities and the launch of our second distribution center in Delaware in November.
• Our cash and investment balances at year-end were $125 million, thanks to our initial public offering in
May 1997 and our $75 million loan, affording us substantial strategic flexibility.
Our Employees
It’s not easy to work here (when I interview people I tell them, “You can work long, hard, or smart, but at
Amazon.com you can’t choose two out of three”), but we are working to build something important, something
that matters to our customers, something that we can all tell our grandchildren about. Such things aren’t meant to
be easy. We are incredibly fortunate to have this group of dedicated employees whose sacrifices and passion
build Amazon.com.
Goals for 1998
commerce and merchandising. Our goal remains to continue to solidify and extend our brand and customer base.
This requires sustained investment in systems and infrastructure to support outstanding customer convenience,
selection, and service while we grow. We are planning to add music to our product offering, and over time we
believe that other products may be prudent investments. We also believe there are significant opportunities to
better serve our customers overseas, such as reducing delivery times and better tailoring the customer experience.
To be certain, a big part of the challenge for us will lie not in finding new ways to expand our business, but in
We now know vastly more about online commerce than when Amazon.com was founded, but we still have
so much to learn. Though we are optimistic, we must remain vigilant and maintain a sense of urgency. The
challenges and hurdles we will face to make our long-term vision for Amazon.com a reality are several:
be a very large market, and it’s likely that a number of companies will see significant benefit. We feel good about
what we’ve done, and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our customers for their business and
trust, to each other for our hard work, and to our shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.

we create over the long term. This value will be a direct result of our ability to extend and
solidify our current market leadership position. The stronger our market leadership, the
more powerful our economic model. Market leadership can translate directly to higher
revenue, higher profitability, greater capital velocity, and correspondingly stronger
Our decisions have consistently reflected this focus. We first measure ourselves in
terms of the metrics most indicative of our market leadership: customer and revenue
growth, the degree to which our customers continue to purchase from us on a repeat
basis, and the strength of our brand. We have invested and will continue to invest
aggressively to expand and leverage our customer base, brand, and infrastructure as we
move to establish an enduring franchise.

Because of our emphasis on the long term, we may make decisions and weigh
tradeoffs differently than some companies. Accordingly, we want to share with you our
fundamental management and decision-making approach so that you, our shareholders,
We will continue to focus relentlessly on our customers.
leadership considerations rather than short-term profitability considerations or
short-term Wall Street reactions.
• We will continue to measure our programs and the effectiveness of our
investments analytically, to jettison those that do not provide acceptable
returns, and to step up our investment in those that work best. We will
continue to learn from both our successes and our failures.
• We will make bold rather than timid investment decisions where we see a
sufficient probability of gaining market leadership advantages. Some of these
investments will pay off, others will not, and we will have learned another
valuable lesson in either case.
• When forced to choose between optimizing the appearance of our GAAP
accounting and maximizing the present value of future cash flows, we'll take
the cash flows.
• We will share our strategic thought processes with you when we make bold
choices (to the extent competitive pressures allow), so that you may evaluate
for yourselves whether we are making rational long-term leadership
investments.
• We will work hard to spend wisely and maintain our lean culture. We
understand the importance of continually reinforcing a cost-conscious culture,
particularly in a business incurring net losses.
• We will balance our focus on growth with emphasis on long-term profitability
and capital management. At this stage, we choose to prioritize growth because
we believe that scale is central to achieving the potential of our business
model.
employees, and continue to weight their compensation to stock options rather
than cash. We know our success will be largely affected by our ability to
attract and retain a motivated employee base, each of whom must think like,

• Sales grew from $15.7 million in 1996 to $147.8 million -- an 838%
increase.
• Cumulative customer accounts grew from 180,000 to 1,510,000 -- a 738%
increase.
• The percentage of orders from repeat customers grew from over 46% in the
fourth quarter of 1996 to over 58% in the same period in 1997.
• In terms of audience reach, per Media Metrix, our Web site went from a
rank of 90th to within the top 20.
• We established long-term relationships with many important strategic
partners, including America Online, Yahoo!, Excite, Netscape, GeoCities,
AltaVista, @Home, and Prodigy.

Infrastructure
During 1997, we worked hard to expand our business infrastructure to
support these greatly increased traffic, sales, and service levels:
• Distribution center capacity grew from 50,000 to 285,000 square feet,
including a 70% expansion of our Seattle facilities and the launch of our
second distribution center in Delaware in November.
• Inventories rose to over 200,000 titles at year-end, enabling us to
improve availability for our customers.
• Our cash and investment balances at year-end were $125 million, thanks to
our initial public offering in May 1997 and our $75 million loan,
affording us substantial strategic flexibility.
Our Employees
success.
hard, or smart, but at Amazon.com you can't choose two out of three”), but we are
Goals for 1998

product and geographic expansion; and the need for large continuing investments to meet
an expanding market opportunity. However, as we've long said, online bookselling, and
online commerce in general, should prove to be a very large market, and it's likely that a
number of companies will see significant benefit. We feel good about what we've done,
and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our customers
for their business and trust, to each other for our hard work, and to our shareholders for
their support and encouragement.
/s/ JEFFREY P. BEZOS
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
I’m so proud of what all the teams here at Amazon have accomplished on behalf of customers this past year.
Amazonians around the world are polishing products and services to a degree that is beyond what’s expected or
required, taking the long view, reinventing normal, and getting customers to say “Wow.”
I’d like to take you on a tour that samples a small subset of our various initiatives, ranging from Prime to
Amazon Smile to Mayday. The goal is to give you a sense for how much is going on across Amazon and how
exciting it is to work on these programs. This broad array of initiatives is only possible because a large team of
talented people at every level are exercising their good judgment every day and always asking, how do we make
this better?
Ok, let’s get started on the tour.
Prime
Customers love Prime. More than one million customers joined Prime in the third week of December alone,
and there are now tens of millions of Prime members worldwide. On a per customer basis, Prime members are
ordering more items, across more categories, than ever before. Even internally, it’s easy for us to forget that
Prime was a new, unproven (some even said foolhardy) concept when we launched it nine years ago: all-you-
can-eat, two-day shipping for a flat annual fee. At that time, we had one million eligible Prime products. This
year, we passed 20 million eligible products, and we continue to add more. We’ve made Prime better in other
ways too, adding new digital benefits – including the Kindle Owners’ Lending Library and Prime Instant Video.
And we’re not done. We have many ideas for how to make Prime even better.
Readers & Authors
We’re investing heavily on behalf of readers. The all-new, high-resolution, high-contrast Kindle Paperwhite
launched to rave reviews. We integrated the very impressive Goodreads into Kindle, introduced FreeTime for
Kindle, and launched Kindle in India, Mexico, and Australia. Bringing joy to air travelers, the FAA approved the
use of electronic devices during takeoff and landing. Our public policy team, with the help of many allies,
worked patiently for four years on this, at one point loading a test plane with 150 active Kindles. Yes, it all
worked fine!
Joining CreateSpace, Kindle Singles, and Kindle Direct Publishing, is the new service Kindle Worlds, the
literary journal Day One, eight new Amazon Publishing imprints, and the launch of Amazon Publishing in the
UK and Germany. Thousands of authors are already using these services to build fulfilling writing careers. Many
write and tell us how we have helped them send their children to college, pay off medical bills, or purchase a
home. We are missionaries for reading and these stories inspire and encourage us to keep inventing on behalf of
writers and readers.
Prime Instant Video
Prime Instant Video is experiencing tremendous growth across all metrics – including new customers,
repeat usage, and total number of streams. These are output metrics and they suggest we are on a good path,
focusing on the right inputs. Two of the key inputs are the growth of selection and the desirability of that
selection. Since we launched PIV in 2011 with 5,000 titles, we’ve grown selection to more than 40,000 movies
and TV episodes – all included in your Prime membership. PIV has exclusives on hundreds of sought after TV
seasons including Downton Abbey, the ratings blockbuster Under the Dome, The Americans, Justified, Grimm,
Orphan Black, Suits, and kids programs such as SpongeBob SquarePants, Dora the Explorer, and Blue’s Clues.
In addition, our Amazon Studios team continues to invest heavily in original content. Garry Trudeau’s Alpha
House, starring John Goodman, debuted last year and quickly became the most-watched show on Amazon. We

recently greenlit six more originals, including Bosch, by Michael Connelly, The After, from Chris Carter of The
X-Files, Mozart in the Jungle, from Roman Coppola and Jason Schwartzman, and Jill Soloway’s beautiful
Transparent, which some have called the best pilot in years. We like our approach and are replicating it with our
recent rollout of PIV in both the UK and Germany. The early customer response in those countries has been
terrific, surpassing our expectations.
Fire TV
Just this past week, after two years of hard work, our hardware team launched Fire TV. Not only is Fire TV
the best way to watch Amazon’s video offerings, it also embraces non-Amazon content services like Netflix,
Hulu Plus, VEVO, WatchESPN, and many more. Fire TV has big hardware specs in a category that’s previously
been hardware-light. It shows. Fire TV is fast and fluid. And our ASAP technology predicts what you might want
to watch and pre-buffers it, so shows start instantly. Our team also put a small microphone in the remote control.
Hold down the mic button on the remote, and you can speak your search term rather than type it into an alphabet
grid. The team has done a terrific job – the voice search actually works.
In addition to Prime Instant Video, Fire TV gives you instant access to over 200,000 movies and TV
episodes available a la carte, including new releases like Gravity, 12 Years a Slave, Dallas Buyers Club, Frozen,
and more. As a bonus, Fire TV also lets you play high-quality, inexpensive games on your living room TV. We
hope you try it out. If you do, let us know what you think. The team would love to hear your feedback.
Amazon Game Studios
It’s early in the twenty-second century and Earth is threatened by an alien species, the Ne’ahtu.
The aliens infected Earth’s energy grid with a computer virus to disable the planet’s defenses.
Before they could strike, computer science prodigy Amy Ramanujan neutralized the alien virus
and saved the planet. Now, the Ne’ahtu are back and Dr. Ramanujan must prevent them from
launching an all-out invasion on Earth. She needs your help.
That’s how Sev Zero, the first Fire TV exclusive from Amazon Game Studios, begins. The team combined
tower defense with shooter gameplay and created a co-op mode where one player leads on the ground with their
gamepad controller while a second player provides air support from a tablet. I can assure you that there are some
intense moments when you’ll appreciate a well-timed air-strike. When you see it, you may be surprised that this
level of game play is possible on an inexpensive streaming media device. Sev Zero is only the first of a collection
of innovative and graphically beautiful games we’re building from the ground up for Fire tablets and Fire TV.
Amazon Appstore
The Amazon Appstore now serves customers in almost 200 countries. Selection has grown to include over
200,000 apps and games from top developers around the globe – nearly tripling in size over the past year. We
introduced Amazon Coins, a virtual currency that saves customers up to 10% on app and in-app purchases. Our
Whispersync for Games technology lets you start a game on one device and continue it on another without losing
your progress. Developers can use the Mobile Associates program to offer millions of physical products from
Amazon inside their apps, and earn referral fees when customers buy those items. We introduced Appstore
Developer Select, a marketing program that promotes new apps and games on Kindle Fire tablets and on
Amazon’s Mobile Ad Network. We created Analytics and A/B Testing services – free services that empower
developers to track user engagement and optimize their apps for iOS, Android, and Fire OS. Also this year, we
embraced HTML5 web app developers. They too can now offer their apps on Kindle Fire and through the
Amazon Appstore.
Spoken Word Audio
2013 was a landmark year for Audible, the world’s largest seller and producer of audiobooks. Audible
makes it possible for you to read when your eyes are busy. Millions of customers download hundreds of millions
of audiobooks and other spoken-word programming from Audible. Audible customers downloaded close to
600 million listening hours in 2013. Thanks to Audible Studios, people drive to work listening to Kate Winslet,
Colin Firth, Anne Hathaway, and many other stars. One big hit in 2013 was Jake Gyllenhaal’s performance of

The Great Gatsby, which has already sold 100,000 copies. Whispersync for Voice allows customers to switch
seamlessly back and forth between reading a book on their Kindle and listening to the corresponding Audible
book on their smart phone. The Wall Street Journal called Whispersync for Voice “Amazon’s new killer app for
books.” If you haven’t already, I recommend you give it a try – it’s fun and expands the amount of time you have
available to read.
Fresh Grocery
After trialing the service for five years in Seattle (no one accuses us of a lack of patience), we expanded
Amazon Fresh to Los Angeles and San Francisco. Prime Fresh members pay $299 a year and receive same-day
and early morning delivery not only on fresh grocery items but also on over 500,000 other items ranging from
toys to electronics to household goods. We’re also partnering with favorite local merchants (the Cheese Store of
Beverly Hills, Pike Place Fish Market, San Francisco Wine Trading Company, and many more) to provide the
same convenient home delivery on a great selection of prepared foods and specialty items. We’ll continue our
methodical approach – measuring and refining Amazon Fresh – with the goal of bringing this incredible service
to more cities over time.
Amazon Web Services
AWS is eight years old, and the team’s pace of innovation is actually accelerating. In 2010, we launched 61
significant services and features. In 2011, that number was 82. In 2012, it was 159. In 2013: 280. We’re also
expanding our geographic footprint. We now have 10 AWS regions around the world, including the East Coast of
the U.S., two on the West Coast, Europe, Singapore, Tokyo, Sydney, Brazil, China, and a government-only
region called GovCloud. We have 26 availability zones across regions and 51 edge locations for our content
distribution network. The development teams work directly with customers and are empowered to design, build,
and launch based on what they learn. We iterate continuously, and when a feature or enhancement is ready, we
push it out and make it instantly available to all. This approach is fast, customer-centric, and efficient – it’s
allowed us to reduce prices more than 40 times in the past 8 years – and the teams have no plans to slow down.
Employee Empowerment
We challenge ourselves to not only invent outward facing features, but also to find better ways to do things
internally – things that will both make us more effective and benefit our thousands of employees around the
world.
Career Choice is a program where we pre-pay 95% of tuition for our employees to take courses for in-
demand fields, such as airplane mechanic or nursing, regardless of whether the skills are relevant to a career at
Amazon. The goal is to enable choice. We know that for some of our fulfillment center employees, Amazon will
be a career. For others, Amazon might be a stepping stone on the way to a job somewhere else – a job that may
require new skills. If the right training can make the difference, we want to help.
The second program is called Pay to Quit. It was invented by the clever people at Zappos, and the Amazon
fulfillment centers have been iterating on it. Pay to Quit is pretty simple. Once a year, we offer to pay our
associates to quit. The first year the offer is made, it’s for $2,000. Then it goes up one thousand dollars a year
until it reaches $5,000. The headline on the offer is “Please Don’t Take This Offer.” We hope they don’t take the
offer; we want them to stay. Why do we make this offer? The goal is to encourage folks to take a moment and
think about what they really want. In the long-run, an employee staying somewhere they don’t want to be isn’t
healthy for the employee or the company.
A third inward innovation is our Virtual Contact Center. It’s an idea we started a few years back and have
continued to grow with terrific results. Under this program, employees provide customer service support for
Amazon and Kindle customers while working from home. This flexibility is ideal for many employees who,
perhaps because they have young children or for another reason, either cannot or prefer not to work outside the
home. Our Virtual Contact Center is our fastest growing “site” in the U.S., operating in more than ten states
today. This growth will continue as we hope to double our state footprint in 2014.

Veteran Hiring
We seek leaders who can invent, think big, have a bias for action, and deliver results on behalf of customers.
These principles look familiar to men and women who’ve served our country in the armed forces, and we find
that their experience leading people is invaluable in our fast-paced work environment. We’re a member of
Joining Forces and the 100,000 Jobs Mission – two national efforts that encourage businesses to offer service
members and their families career opportunities and support. Our Military Talent team attended more than 50
recruiting events last year to help veterans find job opportunities at Amazon. In 2013, we hired more than 1,900
veterans. And once veterans join our team, we offer several programs that help them transition more easily into
the civilian workforce and that connect them with our internal network of veterans for mentoring and support.
These programs have earned us recognition as a top employer by G.I. Jobs Magazine, U.S. Veterans Magazine,
and Military Spouse Magazine, and we’ll continue to invest in military veteran hiring as we grow.
Fulfillment Innovation
Nineteen years ago, I drove the Amazon packages to the post office every evening in the back of my Chevy
Blazer. My vision extended so far that I dreamed we might one day get a forklift. Fast-forward to today and we
have 96 fulfillment centers and are on our 7th generation of fulfillment center design. Our operations team is
extraordinary – methodical and ingenious. Through our Kaizen program, named for the Japanese term “change
for the better,” employees work in small teams to streamline processes and reduce defects and waste. Our Earth
Kaizens set energy reduction, recycling, and other green goals. In 2013, more than 4,700 associates participated
in 1,100 Kaizens.
Sophisticated software is key in our FCs. This year, we rolled out 280 major software improvements across
the FC network. Our goal is to continue to iterate and improve on the design, layout, technology, and operations
in these buildings, ensuring that each new facility we build is better than the last. I invite you to come see one for
yourself. We offer fulfillment center tours open to the public, ages six and above. You can find info on the
available tours at www.amazon.com/fctours. I’m always amazed when I visit one of our FCs, and I hope you’ll
arrange a tour. I think you’ll be impressed.
Urban Campus
In 2013, we added 420,000 square feet of new headquarters space in Seattle and broke ground on what will
become four city blocks and several million square feet of new construction. It is a fact that we could have saved
money by instead building in the suburbs, but for us, it was important to stay in the city. Urban campuses are
much greener. Our employees are able to take advantage of existing communities and public transit
infrastructure, with less dependence on cars. We’re investing in dedicated bike lanes to provide safe, pollution-
free, easy access to our offices. Many of our employees can live nearby, skip the commute altogether, and walk
to work. Though I can’t prove it, I also believe an urban headquarters will help keep Amazon vibrant, attract the
right talent, and be great for the health and wellbeing of our employees and the city of Seattle.
Fast Delivery
In partnership with the United States Postal Service, we’ve begun for the first time to offer Sunday delivery
to select cities. Sunday delivery is a win for Amazon customers, and we plan to roll it out to a large portion of the
U.S. population throughout 2014. We’ve created our own fast, last-mile delivery networks in the UK where
commercial carriers couldn’t support our peak volumes. In India and China, where delivery infrastructure isn’t
yet mature, you can see Amazon bike couriers delivering packages throughout the major cities. And there is more
invention to come. The Prime Air team is already flight testing our 5th and 6th generation aerial vehicles, and we
are in the design phase on generations 7 and 8.
Experiments and More Experiments
We have our own internal experimentation platform called “Weblab” that we use to evaluate improvements
to our websites and products. In 2013, we ran 1,976 Weblabs worldwide, up from 1,092 in 2012, and 546 in
2011. One recent success is our new feature called “Ask an owner”. It was many years ago that we pioneered the

idea of online customer reviews – customers sharing their opinion on a product to help other customers make an
informed purchase decision. “Ask” is in that same tradition. From a product page, customers can ask any
question related to the product. Is the product compatible with my TV/Stereo/PC? Is it easy to assemble? How
long does the battery last? We then route these questions to owners of the product. As is the case with reviews,
customers are happy to share their knowledge to directly help other customers. Millions of questions have
already been asked and answered.
Apparel and Shoes
Amazon Fashion is booming. Premium brands are recognizing that they can use Amazon to reach fashion-
conscious, high-demo customers, and customers are enjoying the selection, free returns, detailed photos, and
video clips that let them see how clothes move and drape as the models walk and turn. We opened a new 40,000
square foot photo studio in Brooklyn and now shoot an average of 10,413 photos every day in the studio’s
28 bays. To celebrate the opening, we hosted a design contest with students from Pratt, Parsons, School of Visual
Arts, and the Fashion Institute of Technology that was judged by a panel of industry leaders including Steven
Kolb, Eva Chen, Derek Lam, Tracy Reese, and Steven Alan. Kudos to Parsons who took home the top prize.
Frustration-Free Packaging
Our battle against annoying wire ties and plastic clamshells rages on. An initiative that began five years ago
with a simple idea that you shouldn’t have to risk bodily injury opening your new electronics or toys, has now
grown to over 200,000 products, all available in easy-to-open, recyclable packaging designed to alleviate “wrap
rage” and help the planet by reducing packaging waste. We have over 2,000 manufacturers in our Frustration-
Free Packaging program, including Fisher-Price, Mattel, Unilever, Belkin, Victorinox Swiss Army, Logitech, and
many more. We’ve now shipped many millions of Frustration-Free items to 175 countries. We are also reducing
waste for customers – eliminating 33 million pounds of excess packaging to date. This program is a perfect
example of a missionary team staying heads-down focused on serving customers. Through hard work and
perseverance, an idea that started with only 19 products is now available on hundreds of thousands and benefiting
millions of customers.
Fulfillment by Amazon
The number of sellers using Fulfillment by Amazon grew more than 65% last year. Growth like that at such
large scale is unusual. FBA is unique in many ways. It’s not often you get to delight two customer sets with one
program. With FBA, sellers can store their products in our fulfillment centers, and we pick, pack, ship, and
provide customer service for these products. Sellers benefit from one of the most advanced fulfillment networks
in the world, easily scaling their businesses to reach millions of customers. And not just any customers – Prime
members. FBA products can be eligible for Prime free two-day shipping. Customers benefit from this additional
selection – they get even more value out of their Prime membership. And, unsurprisingly, sellers see increased
sales when they join FBA. In a 2013 survey, nearly three out of four FBA respondents reported that their unit
sales increased on Amazon.com more than 20% after joining FBA. It’s a win-win.
“FBA is the best employee I have ever had. … One morning I woke up and realized FBA had
shipped 50 units. As soon as I realized I could sell products while I sleep, it was a no-brainer.”
– Thanny Schuck, Action Sports LLC
“Starting out as an unknown brand, it was difficult to find retailers willing to stock our goods. No
such barriers existed at Amazon. The beauty of Amazon is that someone can say, ‘I want to start a
business,’ and they can go on Amazon and really start a business. You don’t have to get a lease on a
building or even have any employees at first. You can just do it on your own. And that’s what I did.”
– Wendell Morris, YogaRat
Login and Pay with Amazon
For several years we’ve enabled Amazon customers to pay on other sites, such as Kickstarter, SmugMug,
and Gogo Inflight, using the credit cards and shipping addresses already stored in their Amazon account. This

year, we expanded that capability so customers can also sign in using their Amazon account credentials, saving
them the annoyance of needing to remember yet another account name and password. It’s convenient for the
customer and a business builder for the merchant. Cymax Stores, the online furniture retailer, has seen
tremendous success with Login and Pay. It now accounts for 20% of their orders, tripling their new account
registrations, and increasing purchase conversion 3.15% in the first three months. This example isn’t unusual.
We are seeing results like these with many partners, and the team is excited and encouraged. You should look for
more in 2014.
Amazon Smile
In 2013 we launched Amazon Smile – a simple way for customers to support their favorite charitable
organizations every time they shop. When you shop at smile.amazon.com, Amazon donates a portion of the
purchase price to the charity of your choice. You’ll find the same selection, prices, shipping options, and Prime
eligibility on smile.amazon.com as you do on Amazon.com – you’ll even find your same shopping cart and wish
lists. In addition to the large, national charities you would expect, you can also designate your local children’s
hospital, your school’s PTA, or practically any other cause you might like. There are almost a million charities to
choose from. I hope you’ll find your favorite on the list.
The Mayday Button
“Not only is the device awesome but the Mayday feature is absolutely FANTASTIC!!!!! The Kindle team has hit
it out of the park with this one.”
“Just tried the mayday button on my hdx. 15 second response time…amazon has done it again. Thoroughly
impressed.”
Nothing gives us more pleasure at Amazon than “reinventing normal” – creating inventions that customers
love and resetting their expectations for what normal should be. Mayday reimagines and revolutionizes the idea
of on-device tech support. Tap the Mayday button, and an Amazon expert will appear on your Fire HDX and can
co-pilot you through any feature by drawing on your screen, walking you through how to do something yourself,
or doing it for you – whatever works best. Mayday is available 24x7, 365 days a year, and our response time goal
is 15 seconds or less. We beat that goal – with an average response time of only 9 seconds on our busiest day,
Christmas.
A few of the Maydays have been amusing. Mayday Tech Advisors have received 35 marriage proposals
from customers. 475 customers have asked to talk to Amy, our Mayday television personality. 109 Maydays have
been customers asking for assistance with ordering a pizza. By a slim margin, Pizza Hut wins customer
preference over Domino’s. There are 44 instances where the Mayday Tech Advisor has sung Happy Birthday to
the customer. Mayday Tech Advisors have been serenaded by customers 648 times. And 3 customers have asked
for a bedtime story. Pretty cool.
I hope that gives you some sense of the scope of our opportunity and initiatives, as well the inventive spirit
and push for exceptional quality with which they’re undertaken. I should underscore again that this is a subset.
There are many programs I’ve omitted in this letter that are just as promising, consequential, and interesting as
those I’ve highlighted.
We have the good fortune of a large, inventive team and a patient, pioneering, customer-obsessed culture –
great innovations, large and small, are happening everyday on behalf of customers, and at all levels throughout
the company. This decentralized distribution of invention throughout the company – not limited to the company’s
senior leaders – is the only way to get robust, high-throughput innovation. What we’re doing is challenging and
fun – we get to work in the future.
Failure comes part and parcel with invention. It’s not optional. We understand that and believe in failing
early and iterating until we get it right. When this process works, it means our failures are relatively small in size

(most experiments can start small), and when we hit on something that is really working for customers, we
double-down on it with hopes to turn it into an even bigger success. However, it’s not always as clean as that.
Inventing is messy, and over time, it’s certain that we’ll fail at some big bets too.
I’d like to close by remembering Joy Covey. Joy was Amazon’s CFO in the early days, and she left an
indelible mark on the company. Joy was brilliant, intense, and so fun. She smiled a lot and her eyes were always
wide, missing nothing. She was substance over optics. She was a long-term thinker. She had a deep keel. Joy was
bold. She had a profound impact on all of us on the senior team and on the company’s entire culture. Part of her
will always be here, making sure we watch the details, see the world around us, and all have fun.
I feel super lucky to be a part of the Amazon team. As always, I attach a copy of our original 1997 letter.
Our approach remains the same, and it’s still Day 1.
Jeffrey P. Bezos
Amazon.com, Inc.
April 2014

To our shareowners:
The financial results for 2009 reflect the cumulative effect of 15 years of customer experience improvements:
increasing selection, speeding delivery, reducing cost structure so we can afford to offer customers ever-lower
prices, and many others. This work has been done by a large number of smart, relentless, customer-devoted
people across all areas of the company. We are proud of our low prices, our reliable delivery, and our in-stock
position on even obscure and hard-to-find items. We also know that we can still be much better, and we’re
dedicated to improving further.
Some notable highlights from 2009:
• Net sales increased 28% year-over-year to $24.51 billion in 2009. This is 15 times higher than net sales
10 years ago when they were $1.64 billion in 1999.
• Free cash flow increased 114% year-over-year to $2.92 billion in 2009.
• More customers are taking advantage of Amazon Prime, with worldwide memberships up significantly
over last year. The number of different items available for immediate shipment grew more than 50% in
2009.
• We added 21 new product categories around the world in 2009, including Automotive in Japan, Baby in
France, and Shoes and Apparel in China.
• It was a busy year for our shoes business. In November we acquired Zappos, a leader in online apparel
and footwear sales that strives to provide shoppers with the best possible service and selection. Zappos
is a terrific addition to our Endless, Javari, Amazon, and Shopbop selection.
• The apparel team continued to enhance customer experience with the launch of our Denim Shop
offering 100 brands, including Joe’s Jeans, Lucky Brand, 7 For All Mankind, and Levi’s.
• The shoes and apparel teams created over 121,000 product descriptions and uploaded over 2.2 million
images to the website providing customers with a vivid shopping experience.
• Approximately 7 million customer reviews were added to websites worldwide.
• Sales of products by third party sellers on our websites represented 30% of unit sales in 2009. Active
seller accounts increased 24% to 1.9 million for the year. Globally, sellers using Fulfillment By Amazon
stowed more than one million unique items in our fulfillment center network, thereby making these
items available for Free Super Saver Shipping and Amazon Prime.
• Amazon Web Services continued its rapid pace of innovation, launching many new services and
features, including the Amazon Relational Database Service, Virtual Private Cloud, Elastic MapReduce,
High-Memory EC2 Instances, Reserved and Spot Instances, Streaming for Amazon CloudFront, and
Versioning for Amazon S3. AWS also continued to expand its global footprint to include additional
services in the EU, a new Northern California Region and plans for a presence in the Asia-Pacific
Region in 2010. The continued innovation and track record for operational performance helped AWS
add more customers in 2009 than ever before, including many large enterprise customers.
• The U.S. Kindle Store now has more than 460,000 books, an increase from 250,000 last year, and
includes 103 of the 110 New York Times Bestsellers, more than 8,900 blogs, and 171 top U.S. and
International newspapers and magazines. We have shipped Kindles to more than 120 countries, and we
now provide content in six different languages.
Senior leaders that are new to Amazon are often surprised by how little time we spend discussing actual financial
results or debating projected financial outputs. To be clear, we take these financial outputs seriously, but we
believe that focusing our energy on the controllable inputs to our business is the most effective way to maximize

financial outputs over time. Our annual goal setting process begins in the fall, and concludes early in the new
year after we’ve completed our peak holiday quarter. Our goal setting sessions are lengthy, spirited, and detail-
oriented. We have a high bar for the experience our customers deserve and a sense of urgency to improve that
experience.
We’ve been using this same annual process for many years. For 2010, we have 452 detailed goals with owners,
deliverables, and targeted completion dates. These are not the only goals our teams set for themselves, but they
are the ones we feel are most important to monitor. None of these goals are easy and many will not be achieved
without invention. We review the status of each of these goals several times per year among our senior leadership
team and add, remove, and modify goals as we proceed.
A review of our current goals reveals some interesting statistics:
• 360 of the 452 goals will have a direct impact on customer experience.
• The word revenue is used eight times and free cash flow is used only four times.
• In the 452 goals, the terms net income, gross profit or margin, and operating profit are not used once.
Taken as a whole, the set of goals is indicative of our fundamental approach. Start with customers, and work
backwards. Listen to customers, but don’t just listen to customers – also invent on their behalf. We can’t assure
you that we’ll meet all of this year’s goals. We haven’t in past years. However, we can assure you that we’ll
continue to obsess over customers. We have strong conviction that that approach – in the long term – is every bit
as good for owners as it is for customers.
As always, I attach a copy of our original 1997 letter. Our approach remains the same, and it’s still Day 1.
Jeffrey P. Bezos
Amazon.com, Inc.
April 2010

In many ways, Amazon.com is not a normal store. We have deep selection that is
unconstrained by shelf space. We turn our inventory 19 times in a year. We personalize
the store for each and every customer. We trade real estate for technology (which gets
cheaper and more capable every year). We display customer reviews critical of our
products. You can make a purchase with a few seconds and one click. We put used
products next to new ones so you can choose. We share our prime real estate—our
product detail pages—with third parties, and, if they can offer better value, we let them.
One of our most exciting peculiarities is poorly understood. People see that we’re
determined to offer both world-leading customer experience and the lowest possible
prices, but to some this dual goal seems paradoxical if not downright quixotic.
Traditional stores face a time-tested tradeoff between offering high-touch customer
experience on the one hand and the lowest possible prices on the other. How can
Amazon.com be trying to do both?
The answer is that we transform much of customer experience—such as unmatched
selection, extensive product information, personalized recommendations, and other new
software features—into largely a fixed expense. With customer experience costs largely
fixed (more like a publishing model than a retailing model), our costs as a percentage of
sales can shrink rapidly as we grow our business. Moreover, customer experience costs
that remain variable—such as the variable portion of fulfillment costs—improve in our
model as we reduce defects. Eliminating defects improves costs and leads to better
customer experience.
We believe our ability to lower prices and simultaneously drive customer experience
is a big deal, and this past year offers evidence that the strategy is working.
First, we do continue to drive customer experience. The holiday season this year is
one example. While delivering a record number of units to customers, we also delivered
our best-ever experience. Cycle time, the amount of time taken by our fulfillment centers
to process an order, improved 17% compared with last year. And our most sensitive
measure of customer satisfaction, contacts per order, saw a 13% improvement.
Inside existing product categories, we’ve worked hard to increase selection.
Electronics selection is up over 40% in the U.S. alone over the prior year, and we now
offer 10 times the selection of a typical big box electronics store. Even in U.S. books,
where we’ve been working for 8 years, we increased selection by 15%, mostly in harder-
to-find and out-of-print titles. And, of course, we’ve added new categories. Our Apparel
and Accessories store has more than 500 top clothing brands, and in its first 60 days,
customers bought 153,000 shirts, 106,000 pairs of pants, and 31,000 pairs of underwear.

In this year’s American Customer Satisfaction Index, the most authoritative study of
customer satisfaction, Amazon.com scored an 88, the highest score ever recorded—not
just online, not just in retailing—but the highest score ever recorded in any service
industry. In ACSI's words:
“Amazon.com continues to show remarkably high levels of customer satisfaction.
With a score of 88 (up 5%), it is generating satisfaction at a level unheard of in the
service industry…. Can customer satisfaction for Amazon climb more? The latest
ACSI data suggest that it is indeed possible. Both service and the value proposition
offered by Amazon have increased at a steep rate.”
Second, while focused on customer experience, we’ve also been lowering price
substantially. We’ve been doing so broadly across product categories, from books to
electronics, and we’ve eliminated shipping fees with our 365 day-per-year Free Super
Saver Shipping on orders over $25. We’ve been taking similar actions in every country
in which we do business.
Our pricing objective is not to discount a small number of products for a limited
period of time, but to offer low prices everyday and apply them broadly across our entire
product range. To illustrate this point, we recently did a price comparison versus a major
well-known chain of book superstores. We did not hand pick a choice group of books
against which we wanted to compare. Instead, we used their published list of their 100
bestsellers for 2002. It was a good representation of the kinds of books people buy most,
consisting of 45 hardcover titles and 55 paperbacks across many different categories,
including Literature, Romance, Mystery and Thrillers, Nonfiction, Children's, Self-Help,
and so on.
We priced all 100 titles by visiting their superstores in both Seattle and New York
City. It took us six hours in four of their different superstores to find all 100 books on
their list. When we added up everything we spent, we discovered that:
• At their stores, these 100 bestselling books cost $1,561. At Amazon.com, the
same books cost $1,195 for a total savings of $366, or 23%.
• For 72 of the 100 books, our price was cheaper. On 25 of the books, our price
was the same. On 3 of the 100, their prices were better (we subsequently reduced
our prices on these three books).
• In these physical-world superstores, only 15 of their 100 titles were discounted—
they were selling the other 85 at full list price. At Amazon.com, 76 of the 100
were discounted and 24 were sold at list price.
To be sure, you may find reasons to shop in the physical world—for instance, if you
need something immediately—but, if you do so, you’ll be paying a premium. If you
want to save money and time, you'll do better by shopping at Amazon.com.
Third, our determination to deliver low price and customer experience is generating
financial results. Net sales this year increased 26% to a record $3.9 billion, and unit sales

grew at an even faster 34%. Free cash flow—our most important financial measure—
reached $135 million, a $305 million improvement over the prior year.¹
In short, what's good for customers is good for shareholders.
Once again this year, I attach a copy of our original 1997 letter and encourage
current and prospective shareowners to take a look at it. Given how much we’ve grown
and how much the Internet has evolved, it's notable that the fundamentals of how we do
business remain the same.
As always, we at Amazon.com are grateful to our customers for their business and
trust, to each other for our hard work, and to our shareholders for their support and
encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.
_________
¹ Free cash flow for 2002 of $135 million is net cash provided by operating activities of $174 million
less purchases of fixed assets of $39 million. Free cash flow for 2001 of negative $170 million is net cash
used in operating activities of $120 million less purchases of fixed assets of $50 million.

we create over the long term. This value will be a direct result of our ability to extend
and solidify our current market leadership position. The stronger our market leadership,
the more powerful our economic model. Market leadership can translate directly to
higher revenue, higher profitability, greater capital velocity, and correspondingly stronger

employees, and continue to weight their compensation to stock options rather than
cash. We know our success will be largely affected by our ability to attract and
retain a motivated employee base, each of whom must think like, and therefore
must actually be, an owner.
• Cumulative customer accounts grew from 180,000 to 1,510,000 – a 738%
increase.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of
90th to within the top 20.
including America Online, Yahoo!, Excite, Netscape, GeoCities, AltaVista,
@Home, and Prodigy.
Infrastructure

• Inventories rose to over 200,000 titles at year-end, enabling us to improve
availability for our customers.
• Our cash and investment balances at year-end were $125 million, thanks to our
initial public offering in May 1997 and our $75 million loan, affording us
substantial strategic flexibility.
Our Employees
success.
hard, or smart, but at Amazon.com you can't choose two out of three"), but we are
Goals for 1998

product and geographic expansion; and the need for large continuing investments to
meet an expanding market opportunity. However, as we've long said, online
bookselling, and online commerce in general, should prove to be a very large market,
and it's likely that a number of companies will see significant benefit. We feel good
about what we've done, and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our
customers for their business and trust, to each other for our hard work, and to our
shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
Random forests, naïve Bayesian estimators, RESTful services, gossip protocols, eventual consistency, data
sharding, anti-entropy, Byzantine quorum, erasure coding, vector clocks … walk into certain Amazon meetings,
and you may momentarily think you’ve stumbled into a computer science lecture.
Look inside a current textbook on software architecture, and you’ll find few patterns that we don’t apply at
Amazon. We use high-performance transactions systems, complex rendering and object caching, workflow and
queuing systems, business intelligence and data analytics, machine learning and pattern recognition, neural
networks and probabilistic decision making, and a wide variety of other techniques. And while many of our
systems are based on the latest in computer science research, this often hasn’t been sufficient: our architects and
engineers have had to advance research in directions that no academic had yet taken. Many of the problems we
face have no textbook solutions, and so we -- happily -- invent new approaches.
Our technologies are almost exclusively implemented as services: bits of logic that encapsulate the data they
operate on and provide hardened interfaces as the only way to access their functionality. This approach reduces
side effects and allows services to evolve at their own pace without impacting the other components of the
overall system. Service-oriented architecture -- or SOA -- is the fundamental building abstraction for Amazon
technologies. Thanks to a thoughtful and far-sighted team of engineers and architects, this approach was applied
at Amazon long before SOA became a buzzword in the industry. Our e-commerce platform is composed of a
federation of hundreds of software services that work in concert to deliver functionality ranging from
recommendations to order fulfillment to inventory tracking. For example, to construct a product detail page for a
customer visiting Amazon.com, our software calls on between 200 and 300 services to present a highly
personalized experience for that customer.
State management is the heart of any system that needs to grow to very large size. Many years ago,
Amazon’s requirements reached a point where many of our systems could no longer be served by any
commercial solution: our key data services store many petabytes of data and handle millions of requests per
second. To meet these demanding and unusual requirements, we’ve developed several alternative, purpose-built
persistence solutions, including our own key-value store and single table store. To do so, we’ve leaned heavily on
the core principles from the distributed systems and database research communities and invented from there. The
storage systems we’ve pioneered demonstrate extreme scalability while maintaining tight control over
performance, availability, and cost. To achieve their ultra-scale properties these systems take a novel approach to
data update management: by relaxing the synchronization requirements of updates that need to be disseminated
to large numbers of replicas, these systems are able to survive under the harshest performance and availability
conditions. These implementations are based on the concept of eventual consistency. The advances in data
management developed by Amazon engineers have been the starting point for the architectures underneath the
cloud storage and data management services offered by Amazon Web Services (AWS). For example, our Simple
Storage Service, Elastic Block Store, and SimpleDB all derive their basic architecture from unique Amazon
technologies.
Other areas of Amazon’s business face similarly complex data processing and decision problems, such as
product data ingestion and categorization, demand forecasting, inventory allocation, and fraud detection. Rule-
based systems can be used successfully, but they can be hard to maintain and can become brittle over time. In
many cases, advanced machine learning techniques provide more accurate classification and can self-heal to
adapt to changing conditions. For example, our search engine employs data mining and machine learning
algorithms that run in the background to build topic models, and we apply information extraction algorithms to
identify attributes and extract entities from unstructured descriptions, allowing customers to narrow their
searches and quickly find the desired product. We consider a large number of factors in search relevance to

predict the probability of a customer’s interest and optimize the ranking of results. The diversity of products
demands that we employ modern regression techniques like trained random forests of decision trees to flexibly
incorporate thousands of product attributes at rank time. The end result of all this behind-the-scenes software?
Fast, accurate search results that help you find what you want.
All the effort we put into technology might not matter that much if we kept technology off to the side in
some sort of R&D department, but we don’t take that approach. Technology infuses all of our teams, all of our
processes, our decision-making, and our approach to innovation in each of our businesses. It is deeply integrated
into everything we do.
One example is Whispersync, our Kindle service designed to ensure that everywhere you go, no matter what
devices you have with you, you can access your reading library and all of your highlights, notes, and bookmarks,
all in sync across your Kindle devices and mobile apps. The technical challenge is making this a reality for
millions of Kindle owners, with hundreds of millions of books, and hundreds of device types, living in over 100
countries around the world—at 24x7 reliability. At the heart of Whispersync is an eventually consistent
replicated data store, with application defined conflict resolution that must and can deal with device isolation
lasting weeks or longer. As a Kindle customer, of course, we hide all this technology from you. So when you
open your Kindle, it’s in sync and on the right page. To paraphrase Arthur C. Clarke, like any sufficiently
advanced technology, it’s indistinguishable from magic.
Now, if the eyes of some shareowners dutifully reading this letter are by this point glazing over, I will
awaken you by pointing out that, in my opinion, these techniques are not idly pursued – they lead directly to free
cash flow.
We live in an era of extraordinary increases in available bandwidth, disk space, and processing power, all of
which continue to get cheap fast. We have on our team some of the most sophisticated technologists in the world
– helping to solve challenges that are right on the edge of what’s possible today. As I’ve discussed many times
before, we have unshakeable conviction that the long-term interests of shareowners are perfectly aligned with the
interests of customers.
And we like it that way. Invention is in our DNA and technology is the fundamental tool we wield to evolve
and improve every aspect of the experience we provide our customers. We still have a lot to learn, and I expect
and hope we’ll continue to have so much fun learning it. I take great pride in being part of this team.
As always, I attach a copy of our original 1997 letter. Our approach remains the same, and it’s still Day 1.
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
In this turbulent global economy, our fundamental approach remains the same. Stay heads down, focused on the
long term and obsessed over customers. Long-term thinking levers our existing abilities and lets us do new things
we couldn’t otherwise contemplate. It supports the failure and iteration required for invention, and it frees us to
pioneer in unexplored spaces. Seek instant gratification – or the elusive promise of it – and chances are you’ll
find a crowd there ahead of you. Long-term orientation interacts well with customer obsession. If we can identify
a customer need and if we can further develop conviction that that need is meaningful and durable, our approach
permits us to work patiently for multiple years to deliver a solution. “Working backwards” from customer needs
can be contrasted with a “skills-forward” approach where existing skills and competencies are used to drive
business opportunities. The skills-forward approach says, “We are really good at X. What else can we do with
X?” That’s a useful and rewarding business approach. However, if used exclusively, the company employing it
will never be driven to develop fresh skills. Eventually the existing skills will become outmoded. Working
backwards from customer needs often demands that we acquire new competencies and exercise new muscles,
never mind how uncomfortable and awkward-feeling those first steps might be.
Kindle is a good example of our fundamental approach. More than four years ago, we began with a long-term
vision: every book, ever printed, in any language, all available in less than 60 seconds. The customer experience
we envisioned didn’t allow for any hard lines of demarcation between Kindle the device and Kindle the service –
the two had to blend together seamlessly. Amazon had never designed or built a hardware device, but rather than
change the vision to accommodate our then-existing skills, we hired a number of talented (and missionary!)
hardware engineers and got started learning a new institutional skill, one that we needed to better serve readers in
the future.
We’re grateful and excited that Kindle sales have exceeded our most optimistic expectations. On February 23, we
began shipping Kindle 2. If you haven’t seen it, Kindle 2 is everything customers loved about the original Kindle,
only thinner, faster, with a crisper display, and longer battery life, and capable of holding 1,500 books. You can
choose from more than 250,000 of the most popular books, magazines, and newspapers. Wireless delivery is free,
and you’ll have your book in less than 60 seconds. We’ve received thousands of feedback emails from customers
about Kindle, and – remarkably – 26% of them contain the word “love.”
Customer Experience Pillars
In our retail business, we have strong conviction that customers value low prices, vast selection, and fast,
convenient delivery and that these needs will remain stable over time. It is difficult for us to imagine that ten
years from now, customers will want higher prices, less selection, or slower delivery. Our belief in the durability
of these pillars is what gives us the confidence required to invest in strengthening them. We know that the energy
we put in now will continue to pay dividends well into the future.
Our pricing objective is to earn customer trust, not to optimize short-term profit dollars. We take it as an article
of faith that pricing in this manner is the best way to grow our aggregate profit dollars over the long term. We
may make less per item, but by consistently earning trust we will sell many more items. Therefore, we offer low
prices across our entire product range. For the same reason, we continue to invest in our free shipping programs,
including Amazon Prime. Customers are well-informed and smart, and they evaluate the total cost, including
delivery charges, when making their purchasing decisions. In the last 12 months, customers worldwide have
saved more than $800 million by taking advantage of our free shipping offers.
We’re relentlessly focused on adding selection, both by increasing selection inside existing categories and by
adding new categories. We’ve added 28 new categories since 2007. One business that is rapidly growing and
continues to surprise me is our shoe store, Endless.com, which we launched in 2007.

Fast, reliable delivery is important to customers. In 2005, we launched Amazon Prime. For $79 per year,1 Prime
members get unlimited express two-day shipping for free and upgrades to one-day delivery for just $3.99. In
2007, we launched Fulfillment by Amazon, a new service for third-party sellers. With FBA, sellers warehouse
their inventory in our global fulfillment network, and we pick, pack, and ship to the end customer on the sellers’
behalf. FBA items are eligible for Amazon Prime and Super Saver Shipping – just as if the items were Amazon-
owned inventory. As a result, FBA both improves the customer experience and drives seller sales. In the fourth
quarter of 2008, we shipped more than 3 million units on behalf of sellers who use Fulfillment by Amazon, a
win-win for customers and sellers.
Prudent Spending
The customer-experience path we’ve chosen requires us to have an efficient cost structure. The good news for
shareowners is that we see much opportunity for improvement in that regard. Everywhere we look (and we all
look), we find what experienced Japanese manufacturers would call “muda” or waste.2 I find this incredibly
energizing. I see it as potential – years and years of variable and fixed productivity gains and more efficient,
higher velocity, more flexible capital expenditures.
Our primary financial goal remains maximizing long-term free cash flow and doing so with high rates of return
on invested capital. We are investing heartily in Amazon Web Services, in tools for third-party sellers, in digital
media, in China, and in new product categories. And we make these investments with the belief that they can be
of meaningful scale and can clear our high bar for returns.
Around the world, amazing, inventive, and hard-working Amazonians are putting customers first. I take great
pride in being part of this team. We thank you, our owners, for your support, for your encouragement, and for
joining us on our continuing adventure.
As always, I attach our 1997 letter to shareowners. Even as the rate of change accelerates, we hope and believe
our focus on what stays the same should serve us well.
Jeffrey P. Bezos
Amazon.com, Inc.
April 2009
1 Prime is a global program. ¥3,900 in Japan, £48 in the UK, €29 in Germany, and €49 in France.
2 At a fulfillment center recently, one of our Kaizen experts asked me, “I’m in favor of a clean fulfillment
center, but why are you cleaning? Why don’t you eliminate the source of dirt?” I felt like the Karate Kid.

To our shareowners:
The Power of Invention
“To us, the value of Amazon Web Services is undeniable – in twenty seconds, we can double our server
capacity. In a high-growth environment like ours and with a small team of developers, it’s very important for us
to trust that we have the best support to give to the music community around the world. Five years ago, we would
have crashed and been down without knowing when we would be back. Now, because of Amazon’s continued
innovation, we can provide the best technology and continue to grow.” That’s Christopher Tholen, the Chief
Technology Officer of BandPage. His comments about how AWS helps with the critical need to scale compute
capacity quickly and reliably are not hypothetical: BandPage now helps 500,000 bands and artists connect with
tens of millions of fans.
“So, I started selling on Amazon in April of 2011, and by the time we became the top Amazon lunchbox
seller in June, we had between 50 and 75 orders a day. When we hit August and September – our busiest time,
with the start of the school year – we had 300, sometimes 500 orders a day. It was just phenomenal… I’m using
Amazon to fulfill my orders, which makes my life easier. Plus, when my customers found out they could get free
shipping with Prime subscriptions, the lunchboxes began selling like crazy.” Kelly Lester is the “mom
entrepreneur” of EasyLunchboxes, her own innovative line of easy-to-pack, environmentally friendly lunchbox
containers.
“I sort of stumbled onto it, and it opened a whole new world for me. Since I had over a thousand [book]
titles at my house, I thought, ‘I’ll give this a try.’ I sold some and I kept expanding it and expanding it, and come
to find out this was so much fun I decided I don’t ever want to get another job again. And I’ve got no boss –
other than my wife, that is. What could be better than that? We actually work together on this. We both go out
hunting, so it’s a team effort that’s worked out very well. We sell about 700 books a month. We ship between
800 and 900 to Amazon each month and Amazon ships out the 700 that people buy. Without Amazon handling
shipping and customer service, my wife and I would have to be running to the post office or someplace every day
with dozens of packages. With that part taken care of for us, life is much simpler… This is a terrific program and
I love it. After all, Amazon supplies the customers and even ships the books. I mean, how can it get better than
that?” Bob Frank founded RJF Books and More after getting laid off in the midst of the economic downturn. He
and his wife split their time between Phoenix and Minneapolis, and he describes finding the books he sells like “a
treasure hunt every day.”
“Because of Kindle Direct Publishing, I earn more royalties in one month than I ever did in a year of writing
for a traditional house. I have gone from worrying about if I will be able to pay the bills – and there were many
months when I couldn’t – to finally having real savings, even thinking about a vacation; something I haven’t
done in years… Amazon has allowed me to really spread my wings. Prior, I was boxed into a genre, yet I had all
of these other books I wanted to write. Now I can do just that. I manage my career. I feel as if I finally have a
partner in Amazon. They understand this business and have changed the face of publishing for the good of the
writer and the reader, putting choices back into our hands.” That’s A. K. Alexander, author of Daddy’s Home,
one of the top 100 best-selling Kindle books in March.
“I had no idea that March of 2010, the first month I decided to publish on KDP, would be a defining
moment in my life. Within a year of doing so, I was making enough on a monthly basis to quit my day job and
focus on writing full time! The rewards that have sprung out of deciding to publish through KDP have been
nothing short of life changing. Financially. Personally. Emotionally. Creatively. The ability to write full time, to
be home with my family, and to write exactly what I want without the input of a legacy publisher marketing
committee wanting to have a say in every detail of my writing, has made me a stronger writer, a more prolific
writer, and most importantly a far happier one…. Amazon and KDP are literally enabling creativity in the

publishing world and giving writers like me a shot at their dream, and for that I am forever grateful.” That’s
Blake Crouch, author of several thrillers, including the Kindle best seller Run.
“Amazon has made it possible for authors like me to get their work in front of readers and has changed my
life. In a little over a year, I have sold nearly 250,000 books through the Kindle and have traded in old dreams for
bigger and better ones. Four of my books have hit the Top 100 Kindle Best Sellers List. Also, I have been
approached by agents, foreign sales people, and two movie producers, and have received mentions in the
LA Times, Wall Street Journal, and PC Magazine, and was recently interviewed by USA Today. Mostly, I am
excited that all writers now have the opportunity to get their work in front of readers without jumping through
insurmountable hoops. Writers have more options and readers have more choices. The publishing world is
changing fast, and I plan to enjoy every minute of the ride.” Theresa Ragan is the KDP author of multiple Kindle
best sellers including Abducted.
“Past age 60 and in the midst of the recession, my wife and I found our income options severely limited.
KDP was my one shot at a lifelong dream – our only chance at financial salvation. Within months of publishing,
KDP has completely changed our lives, enabling this aging nonfiction writer to launch a brand-new career as a
best-selling novelist. I can’t say enough on behalf of Amazon and the many tools that they make available to
independent authors. Without reservation, I urge fellow writers to investigate and seize the opportunities that
KDP offers. As I’ve happily discovered, there is zero downside risk – and the potential is virtually unlimited.”
Robert Bidinotto is the author of the Kindle best seller Hunter: A Thriller.
“I leveraged KDP’s technology to blow through all the traditional gatekeepers. Can you imagine how that
feels, after struggling so hard, for so long, for every … single … reader? Now, inspirational fiction lovers I never
would have reached are enjoying Nobody and my other two novels from the Kindle Store at $2.99. I’ve always
wanted to write a Cinderella story. Now I have. And, thanks to Prince Charming (KDP), there will be more to
come…” Creston Mapes is the author of the Kindle best seller Nobody.
Invention comes in many forms and at many scales. The most radical and transformative of inventions are
often those that empower others to unleash their creativity – to pursue their dreams. That’s a big part of what’s
going on with Amazon Web Services, Fulfillment by Amazon, and Kindle Direct Publishing. With AWS, FBA,
and KDP, we are creating powerful self-service platforms that allow thousands of people to boldly experiment
and accomplish things that would otherwise be impossible or impractical. These innovative, large-scale platforms
are not zero-sum – they create win-win situations and create significant value for developers, entrepreneurs,
customers, authors, and readers.
Amazon Web Services has grown to have thirty different services and thousands of large and small
businesses and individual developers as customers. One of the first AWS offerings, the Simple Storage Service,
or S3, now holds over 900 billion data objects, with more than a billion new objects being added every day.
S3 routinely handles more than 500,000 transactions per second and has peaked at close to a million transactions
per second. All AWS services are pay-as-you-go and radically transform capital expense into a variable cost.
AWS is self-service: you don’t need to negotiate a contract or engage with a salesperson – you can just read the
online documentation and get started. AWS services are elastic – they easily scale up and easily scale down.
In just the last quarter of 2011, Fulfillment by Amazon shipped tens of millions of items on behalf of sellers.
When sellers use FBA, their items become eligible for Amazon Prime, for Super Saver Shipping, and for
Amazon returns processing and customer service. FBA is self-service and comes with an easy-to-use inventory
management console as part of Amazon Seller Central. For the more technically inclined, it also comes with a set
of APIs so that you can use our global fulfillment center network like a giant computer peripheral.
I am emphasizing the self-service nature of these platforms because it’s important for a reason I think is
somewhat non-obvious: even well-meaning gatekeepers slow innovation. When a platform is self-service, even
the improbable ideas can get tried, because there’s no expert gatekeeper ready to say “that will never work!” And
guess what – many of those improbable ideas do work, and society is the beneficiary of that diversity.

Kindle Direct Publishing has quickly taken on astonishing scale – more than a thousand KDP authors now
each sell more than a thousand copies a month, some have already reached hundreds of thousands of sales, and
two have already joined the Kindle Million Club. KDP is a big win for authors. Authors who use KDP get to
keep their copyrights, keep their derivative rights, get to publish on their schedule – a typical delay in traditional
publishing can be a year or more from the time the book is finished – and … saving the best for last … KDP
authors can get paid royalties of 70%. The largest traditional publishers pay royalties of only 17.5% on ebooks
(they pay 25% of 70% of the selling price which works out to be 17.5% of the selling price). The KDP royalty
structure is completely transformative for authors. A typical selling price for a KDP book is a reader-friendly
$2.99 – authors get approximately $2 of that! With the legacy royalty of 17.5%, the selling price would have to
be $11.43 to yield the same $2 per unit royalty. I assure you that authors sell many, many more copies at $2.99
than they would at $11.43.
Kindle Direct Publishing is good for readers because they get lower prices, but perhaps just as important,
readers also get access to more diversity since authors that might have been rejected by establishment publishing
channels now get their chance in the marketplace. You can get a pretty good window into this. Take a look at the
Kindle best-seller list, and compare it to the New York Times best-seller list – which is more diverse? The
Kindle list is chock-full of books from small presses and self-published authors, while the New York Times list
is dominated by successful and established authors.
Amazonians are leaning into the future, with radical and transformational innovations that create value for
thousands of authors, entrepreneurs, and developers. Invention has become second nature at Amazon, and in my
view the team’s pace of innovation is even accelerating – I can assure you it’s very energizing. I’m extremely
proud of the whole team, and feel lucky to have a front row seat.
As always, I attach a copy of our original 1997 letter. Our approach remains the same, and it’s still Day 1!
Jeffrey P. Bezos
Amazon.com, Inc.

Ouch. It’s been a brutal year for many in the capital markets and certainly for Amazon.com shareholders.
As of this writing, our shares are down more than 80% from when I wrote you last year. Nevertheless, by
almost any measure, Amazon.com the company is in a stronger position now than at any time in its past.
• We served 20 million customers in 2000, up from 14 million in 1999.
• Sales grew to $2.76 billion in 2000 from $1.64 billion in 1999.
• Pro forma operating loss shrank to 6% of sales in Q4 2000, from 26% of sales in Q4 1999.
• Pro forma operating loss in the U.S. shrank to 2% of sales in Q4 2000, from 24% of sales in Q4
1999.
• Average spend per customer in 2000 was $134, up 19%.
• Gross profit grew to $656 million in 2000, from $291 million in 1999, up 125%.
• Almost 36% of Q4 2000 U.S. customers purchased from one of our ‘‘non-BMV’’ stores such as
electronics, tools, and kitchen.
• International sales grew to $381 million in 2000, from $168 million in 1999.
• We helped our partner Toysrus.com sell more than $125 million of toys and video games in Q4 2000.
• We ended 2000 with cash and marketable securities of $1.1 billion, up from $706 million at the end
of 1999, thanks to our early 2000 euroconvert financing.
• And, most importantly, our heads-down focus on the customer was reflected in a score of 84 on the
American Customer Satisfaction Index. We are told this is the highest score ever recorded for a
service company in any industry.
So, if the company is better positioned today than it was a year ago, why is the stock price so much lower
than it was a year ago? As the famed investor Benjamin Graham said, ‘‘In the short term, the stock market is a
voting machine; in the long term, it’s a weighing machine.’’ Clearly there was a lot of voting going on in the
boom year of ’99—and much less weighing. We’re a company that wants to be weighed, and over time, we
will be—over the long term, all companies are. In the meantime, we have our heads down working to build a
heavier and heavier company.
Many of you have heard me talk about the ‘‘bold bets’’ that we as a company have made and will
continue to make—these bold bets have included everything from our investment in digital and wireless
technologies, to our decision to invest in smaller e-commerce companies, including living.com and Pets.com,
both of which shut down operations in 2000. We were significant shareholders in both and lost a significant
amount of money on both.
We made these investments because we knew we wouldn’t ourselves be entering these particular
categories any time soon, and we believed passionately in the ‘‘land rush’’ metaphor for the Internet. Indeed,
that metaphor was an extraordinarily useful decision aid for several years starting in 1994, but we now believe
its usefulness largely faded away over the last couple of years. In retrospect, we significantly underestimated
how much time would be available to enter these categories and underestimated how difficult it would be for
single-category e-commerce companies to achieve the scale necessary to succeed.
Online selling (relative to traditional retailing) is a scale business characterized by high fixed costs and
relatively low variable costs. This makes it difficult to be a medium-sized e-commerce company. With a long

enough financing runway, Pets.com and living.com may have been able to acquire enough customers to achieve
the needed scale. But when the capital markets closed the door on financing Internet companies, these
companies simply had no choice but to close their doors. As painful as that was, the alternative—investing
more of our own capital in these companies to keep them afloat—would have been an even bigger mistake.
Future: Real Estate Doesn’t Obey Moore’s Law.
Let’s move to the future. Why should you be optimistic about the future of e-commerce and the future of
Amazon.com?
Industry growth and new customer adoption will be driven over the coming years by relentless
improvements in the customer experience of online shopping. These improvements in customer experience will
be driven by innovations made possible by dramatic increases in available bandwidth, disk space, and
processing power, all of which are getting cheap fast.
Price performance of processing power is doubling about every 18 months (Moore’s Law), price
performance of disk space is doubling about every 12 months, and price performance of bandwidth is doubling
about every 9 months. Given that last doubling rate, Amazon.com will be able to use 60 times as much
bandwidth per customer 5 years from now while holding our bandwidth cost per customer constant. Similarly,
price performance improvements in disk space and processing power will allow us to, for example, do ever
more and better real-time personalization of our Web site.
In the physical world, retailers will continue to use technology to reduce costs, but not to transform the
customer experience. We too will use technology to reduce costs, but the bigger effect will be using technology
to drive adoption and revenue. We still believe that some 15% of retail commerce may ultimately move online.
While there are no foregone conclusions, and we still have much to prove, Amazon.com today is a unique
asset. We have the brand, the customer relationships, the technology, the fulfillment infrastructure, the financial
strength, the people, and the determination to extend our leadership in this infant industry and to build an
important and lasting company. And we will do so by keeping the customer first.
The year 2001 will be an important one in our development. Like 2000, this year will be a year of focus
and execution. As a first step, we’ve set the goal of achieving a pro forma operating profit in the fourth quarter.
While we have a tremendous amount of work to do and there can be no guarantees, we have a plan to get
there, it’s our top priority, and every person in this company is committed to helping with that goal. I look
forward to reporting to you our progress in the coming year.
As I usually do, I’ve appended our 1997 letter, our first letter to shareholders. It gets more interesting
every year that goes by, in part because so little has changed. I especially draw your attention to the section
entitled ‘‘It’s All About the Long Term.’’
We at Amazon.com remain grateful to our customers for their business and trust, to each other for our
hard work, and to our shareholders for their support and encouragement. Many, many thanks.
Jeffrey P. Bezos
Amazon.com, Inc.

Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5 million
customers, yielding 838% revenue growth to $147.8 million, and extended our market leadership despite
aggressive competitive entry.
very process of discovery. Amazon.com uses the Internet to create real value for its customers and, by doing
so, hopes to create an enduring franchise, even in established and large markets.
We believe that a fundamental measure of our success will be the shareholder value we create over the
long term. This value will be a direct result of our ability to extend and solidify our current market leadership
position. The stronger our market leadership, the more powerful our economic model. Market leadership can
translate directly to higher revenue, higher profitability, greater capital velocity, and correspondingly stronger
Our decisions have consistently reflected this focus. We first measure ourselves in terms of the metrics
most indicative of our market leadership: customer and revenue growth, the degree to which our customers
continue to purchase from us on a repeat basis, and the strength of our brand. We have invested and will
continue to invest aggressively to expand and leverage our customer base, brand, and infrastructure as we move
to establish an enduring franchise.

• We will balance our focus on growth with emphasis on long-term profitability and capital
management. At this stage, we choose to prioritize growth because we believe that scale is central to
achieving the potential of our business model.
We aren’t so bold as to claim that the above is the ‘‘right’’ investment philosophy, but it’s ours, and we
With this foundation, we would like to turn to a review of our business focus, our progress in 1997, and
our outlook for the future.
was possible in a physical store (our store would now occupy 6 football fields), and presented it in a useful,
easy-to-search, and easy-to-browse format in a store open 365 days a year, 24 hours a day. We maintained a
dogged focus on improving the shopping experience, and in 1997 substantially enhanced our store. We now
offer customers gift certificates, 1-ClickSM
shopping, and vastly more reviews, content, browsing options, and
have placed in us. Repeat purchases and word of mouth have combined to make Amazon.com the market
leader in online bookselling.
• Sales grew from $15.7 million in 1996 to $147.8 million—an 838% increase.
• Cumulative customer accounts grew from 180,000 to 1,510,000—a 738% increase.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of 90th to within the
top 20.
Infrastructure
management team.

• Distribution center capacity grew from 50,000 to 285,000 square feet, including a 70% expansion of
our Seattle facilities and the launch of our second distribution center in Delaware in November.
• Inventories rose to over 200,000 titles at year-end, enabling us to improve availability for our
customers.
• Our cash and investment balances at year-end were $125 million, thanks to our initial public offering
in May 1997 and our $75 million loan, affording us substantial strategic flexibility.
Our Employees
It’s not easy to work here (when I interview people I tell them, ‘‘You can work long, hard, or smart, but at
Amazon.com you can’t choose two out of three’’), but we are working to build something important,
something that matters to our customers, something that we can all tell our grandchildren about. Such things
aren’t meant to be easy. We are incredibly fortunate to have this group of dedicated employees whose sacrifices
and passion build Amazon.com.
Goals for 1998
commerce and merchandising. Our goal remains to continue to solidify and extend our brand and customer
base. This requires sustained investment in systems and infrastructure to support outstanding customer
convenience, selection, and service while we grow. We are planning to add music to our product offering, and
over time we believe that other products may be prudent investments. We also believe there are significant
opportunities to better serve our customers overseas, such as reducing delivery times and better tailoring the
customer experience. To be certain, a big part of the challenge for us will lie not in finding new ways to
expand our business, but in prioritizing our investments.
We now know vastly more about online commerce than when Amazon.com was founded, but we still
have so much to learn. Though we are optimistic, we must remain vigilant and maintain a sense of urgency.
The challenges and hurdles we will face to make our long-term vision for Amazon.com a reality are several:
be a very large market, and it’s likely that a number of companies will see significant benefit. We feel good
about what we’ve done, and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our customers for their business
and trust, to each other for our hard work, and to our shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
Something strange and remarkable has happened over the last 20 years. Take a look at these numbers:
1999 3%
2000 3%
2001 6%
2002 17%
2003 22%
2004 25%
2005 28%
2006 28%
2007 29%
2008 30%
2009 31%
2010 34%
2011 38%
2012 42%
2013 46%
2014 49%
2015 51%
2016 54%
2017 56%
2018 58%
The percentages represent the share of physical gross merchandise sales sold on Amazon by independent third-
party sellers – mostly small- and medium-sized businesses – as opposed to Amazon retail’s own first party sales.
Third-party sales have grown from 3% of the total to 58%. To put it bluntly:
Third-party sellers are kicking our first party butt. Badly.
And it’s a high bar too because our first-party business has grown dramatically over that period, from $1.6 billion
in 1999 to $117 billion this past year. The compound annual growth rate for our first-party business in that time
period is 25%. But in that same time, third-party sales have grown from $0.1 billion to $160 billion – a
compound annual growth rate of 52%. To provide an external benchmark, eBay’s gross merchandise sales in that
period have grown at a compound rate of 20%, from $2.8 billion to $95 billion.
Why did independent sellers do so much better selling on Amazon than they did on eBay? And why were
independent sellers able to grow so much faster than Amazon’s own highly organized first-party sales
organization? There isn’t one answer, but we do know one extremely important part of the answer:
We helped independent sellers compete against our first-party business by investing in and offering them the very
best selling tools we could imagine and build. There are many such tools, including tools that help sellers manage
inventory, process payments, track shipments, create reports, and sell across borders – and we’re inventing more
every year. But of great importance are Fulfillment by Amazon and the Prime membership program. In
combination, these two programs meaningfully improved the customer experience of buying from independent
sellers. With the success of these two programs now so well established, it’s difficult for most people to fully
appreciate today just how radical those two offerings were at the time we launched them. We invested in both of
these programs at significant financial risk and after much internal debate. We had to continue investing

significantly over time as we experimented with different ideas and iterations. We could not foresee with
certainty what those programs would eventually look like, let alone whether they would succeed, but they were
pushed forward with intuition and heart, and nourished with optimism.
Intuition, curiosity, and the power of wandering
From very early on in Amazon’s life, we knew we wanted to create a culture of builders – people who are curious,
explorers. They like to invent. Even when they’re experts, they are “fresh” with a beginner’s mind. They see the
way we do things as just the way we do things now. A builder’s mentality helps us approach big, hard-to-solve
opportunities with a humble conviction that success can come through iteration: invent, launch, reinvent, relaunch,
start over, rinse, repeat, again and again. They know the path to success is anything but straight.
Sometimes (often actually) in business, you do know where you’re going, and when you do, you can be efficient.
Put in place a plan and execute. In contrast, wandering in business is not efficient … but it’s also not random. It’s
guided – by hunch, gut, intuition, curiosity, and powered by a deep conviction that the prize for customers is big
enough that it’s worth being a little messy and tangential to find our way there. Wandering is an essential
counter-balance to efficiency. You need to employ both. The outsized discoveries – the “non-linear” ones – are
highly likely to require wandering.
AWS’s millions of customers range from startups to large enterprises, government entities to nonprofits, each
looking to build better solutions for their end users. We spend a lot of time thinking about what those
organizations want and what the people inside them – developers, dev managers, ops managers, CIOs, chief
digital officers, chief information security officers, etc. – want.
Much of what we build at AWS is based on listening to customers. It’s critical to ask customers what they want,
listen carefully to their answers, and figure out a plan to provide it thoughtfully and quickly (speed matters in
business!). No business could thrive without that kind of customer obsession. But it’s also not enough. The
biggest needle movers will be things that customers don’t know to ask for. We must invent on their behalf. We
have to tap into our own inner imagination about what’s possible.
AWS itself – as a whole – is an example. No one asked for AWS. No one. Turns out the world was in fact ready and
hungry for an offering like AWS but didn’t know it. We had a hunch, followed our curiosity, took the necessary
financial risks, and began building – reworking, experimenting, and iterating countless times as we proceeded.
Within AWS, that same pattern has recurred many times. For example, we invented DynamoDB, a highly
scalable, low latency key-value database now used by thousands of AWS customers. And on the listening-
carefully-to-customers side, we heard loudly that companies felt constrained by their commercial database
options and had been unhappy with their database providers for decades – these offerings are expensive,
proprietary, have high-lock-in and punitive licensing terms. We spent several years building our own database
engine, Amazon Aurora, a fully-managed MySQL and PostgreSQL-compatible service with the same or better
durability and availability as the commercial engines, but at one-tenth of the cost. We were not surprised when
this worked.
But we’re also optimistic about specialized databases for specialized workloads. Over the past 20 to 30 years,
companies ran most of their workloads using relational databases. The broad familiarity with relational databases
among developers made this technology the go-to even when it wasn’t ideal. Though sub-optimal, the data set
sizes were often small enough and the acceptable query latencies long enough that you could make it work. But
today, many applications are storing very large amounts of data – terabytes and petabytes. And the requirements
for apps have changed. Modern applications are driving the need for low latencies, real-time processing, and the
ability to process millions of requests per second. It’s not just key-value stores like DynamoDB, but also
in-memory databases like Amazon ElastiCache, time series databases like Amazon Timestream, and ledger
solutions like Amazon Quantum Ledger Database – the right tool for the right job saves money and gets your
product to market faster.

We’re also plunging into helping companies harness Machine Learning. We’ve been working on this for a long
time, and, as with other important advances, our initial attempts to externalize some of our early internal Machine
Learning tools were failures. It took years of wandering – experimentation, iteration, and refinement, as well as
valuable insights from our customers – to enable us to find SageMaker, which launched just 18 months ago.
SageMaker removes the heavy lifting, complexity, and guesswork from each step of the machine learning
process – democratizing AI. Today, thousands of customers are building machine learning models on top of
AWS with SageMaker. We continue to enhance the service, including by adding new reinforcement learning
capabilities. Reinforcement learning has a steep learning curve and many moving parts, which has largely put it
out of reach of all but the most well-funded and technical organizations, until now. None of this would be
possible without a culture of curiosity and a willingness to try totally new things on behalf of customers. And
customers are responding to our customer-centric wandering and listening – AWS is now a $30 billion annual
run rate business and growing fast.
Imagining the impossible
Amazon today remains a small player in global retail. We represent a low single-digit percentage of the retail
market, and there are much larger retailers in every country where we operate. And that’s largely because nearly
90% of retail remains offline, in brick and mortar stores. For many years, we considered how we might serve
customers in physical stores, but felt we needed first to invent something that would really delight customers in
that environment. With Amazon Go, we had a clear vision. Get rid of the worst thing about physical retail:
checkout lines. No one likes to wait in line. Instead, we imagined a store where you could walk in, pick up what
you wanted, and leave.
Getting there was hard. Technically hard. It required the efforts of hundreds of smart, dedicated computer
scientists and engineers around the world. We had to design and build our own proprietary cameras and shelves
and invent new computer vision algorithms, including the ability to stitch together imagery from hundreds of
cooperating cameras. And we had to do it in a way where the technology worked so well that it simply receded
into the background, invisible. The reward has been the response from customers, who’ve described the
experience of shopping at Amazon Go as “magical.” We now have 10 stores in Chicago, San Francisco, and
Seattle, and are excited about the future.
Failure needs to scale too
As a company grows, everything needs to scale, including the size of your failed experiments. If the size of your
failures isn’t growing, you’re not going to be inventing at a size that can actually move the needle. Amazon will
be experimenting at the right scale for a company of our size if we occasionally have multibillion-dollar failures.
Of course, we won’t undertake such experiments cavalierly. We will work hard to make them good bets, but not
all good bets will ultimately pay out. This kind of large-scale risk taking is part of the service we as a large
company can provide to our customers and to society. The good news for shareowners is that a single big
winning bet can more than cover the cost of many losers.
Development of the Fire phone and Echo was started around the same time. While the Fire phone was a failure,
we were able to take our learnings (as well as the developers) and accelerate our efforts building Echo and Alexa.
The vision for Echo and Alexa was inspired by the Star Trek computer. The idea also had origins in two other
arenas where we’d been building and wandering for years: machine learning and the cloud. From Amazon’s early
days, machine learning was an essential part of our product recommendations, and AWS gave us a front row seat
to the capabilities of the cloud. After many years of development, Echo debuted in 2014, powered by Alexa, who
lives in the AWS cloud.
No customer was asking for Echo. This was definitely us wandering. Market research doesn’t help. If you had
gone to a customer in 2013 and said “Would you like a black, always-on cylinder in your kitchen about the size
of a Pringles can that you can talk to and ask questions, that also turns on your lights and plays music?” I
guarantee you they’d have looked at you strangely and said “No, thank you.”

Since that first-generation Echo, customers have purchased more than 100 million Alexa-enabled devices. Last
year, we improved Alexa’s ability to understand requests and answer questions by more than 20%, while adding
billions of facts to make Alexa more knowledgeable than ever. Developers doubled the number of Alexa skills to
over 80,000, and customers spoke to Alexa tens of billions more times in 2018 compared to 2017. The number of
devices with Alexa built-in more than doubled in 2018. There are now more than 150 different products available
with Alexa built-in, from headphones and PCs to cars and smart home devices. Much more to come!
One last thing before closing. As I said in the first shareholder letter more than 20 years ago, our focus is on
hiring and retaining versatile and talented employees who can think like owners. Achieving that requires
investing in our employees, and, as with so many other things at Amazon, we use not just analysis but also
intuition and heart to find our way forward.
Last year, we raised our minimum wage to $15-an-hour for all full-time, part-time, temporary, and seasonal
employees across the U.S. This wage hike benefitted more than 250,000 Amazon employees, as well as over
100,000 seasonal employees who worked at Amazon sites across the country last holiday. We strongly believe
that this will benefit our business as we invest in our employees. But that is not what drove the decision. We had
always offered competitive wages. But we decided it was time to lead – to offer wages that went beyond
competitive. We did it because it seemed like the right thing to do.
Today I challenge our top retail competitors (you know who you are!) to match our employee benefits and our
$15 minimum wage. Do it! Better yet, go to $16 and throw the gauntlet back at us. It’s a kind of competition that
will benefit everyone.
Many of the other programs we have introduced for our employees came as much from the heart as the head. I’ve
mentioned before the Career Choice program, which pays up to 95% of tuition and fees towards a certificate or
diploma in qualified fields of study, leading to in-demand careers for our associates, even if those careers take
them away from Amazon. More than 16,000 employees have now taken advantage of the program, which
continues to grow. Similarly, our Career Skills program trains hourly associates in critical job skills like resume
writing, how to communicate effectively, and computer basics. In October of last year, in continuation of these
commitments, we signed the President’s Pledge to America’s Workers and announced we will be upskilling
50,000 U.S. employees through our range of innovative training programs.
Our investments are not limited to our current employees or even to the present. To train tomorrow’s workforce,
we have pledged $50 million, including through our recently announced Amazon Future Engineer program, to
support STEM and CS education around the country for elementary, high school, and university students, with a
particular focus on attracting more girls and minorities to these professions. We also continue to take advantage
of the incredible talents of our veterans. We are well on our way to meeting our pledge to hire 25,000 veterans
and military spouses by 2021. And through the Amazon Technical Veterans Apprenticeship program, we are
providing veterans on-the-job training in fields like cloud computing.
A huge thank you to our customers for allowing us to serve you while always challenging us to do even better, to
our shareowners for your continuing support, and to all our employees worldwide for your hard work and
pioneering spirit. Teams all across Amazon are listening to customers and wandering on their behalf!
Sincerely,
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareholders, customers, and employees:
The last 3½ years have been exciting. We’ve served a cumulative 6.2 million
customers, exited 1998 with a $1 billion revenue run rate, launched music, video, and gift
stores in the U.S., opened shop in the U.K. and Germany, and, just recently, launched
Amazon.com Auctions.
We predict the next 3½ years will be even more exciting. We are working to
build a place where tens of millions of customers can come to find and discover anything
they might want to buy online. It is truly Day 1 for the Internet and, if we execute our
business plan well, it remains Day 1 for Amazon.com. Given what’s happened, it may be
difficult to conceive, but we think the opportunities and risks ahead of us are even greater
than those behind us. We will have to make many conscious and deliberate choices,
some of which will be bold and unconventional. Hopefully, some will turn out to be
winners. Certainly, some will turn out to be mistakes.
A Recap of 1998
Heads-down focus on customers helped us make substantial progress in 1998:
• Sales grew from $148 million in 1997 to $610 million – a 313% increase.
• Cumulative customer accounts grew from 1.5 million at the end of 1997 to 6.2
million at the end of 1998 – an increase of over 300%.
• Despite this strong new customer growth, the percentage of orders placed on the
Amazon.com Web site by repeat customers grew from over 58% in the fourth
• Our first major product expansion, the Amazon.com music store, became the
leading online music retailer in its first full quarter.
• Following their October launch under the Amazon brand and with Amazon.com
technology, the combined fourth-quarter sales in the U.K. and German stores
nearly quadrupled over the third quarter, establishing Amazon.co.uk and
Amazon.de as the leading online booksellers in their markets.
• The addition of music was followed by the addition of video and gifts in
November, and we became the leading online video retailer in only 6 weeks.
• 25% of our fourth-quarter 1998 sales was derived from Amazon.co.uk,
Amazon.de, and music, video, and gift sales on Amazon.com, all very new
businesses.
• We significantly improved the customer experience, with innovations like 1-
ClickSM
shopping, Gift Click, store-wide sales rank, and instant recommendations.

1998’s revenue and customer growth and achievement of continued growth in 1999
were and are dependent on expansion of our infrastructure. Some highlights:
• In 1998 our employee base grew from approximately 600 to over 2,100, and we
significantly strengthened our management team.
• We opened distribution and customer service centers in the U.K. and Germany,
and in early 1999, announced the lease of a highly-mechanized distribution center
of approximately 323,000 square feet in Fernley, Nevada. This latest addition
will more than double our total distribution capacity and allows us to even further
improve time-to-mailbox for customers.
• Inventories rose from $9 million at the beginning of the year to $30 million by
year end, enabling us to improve product availability for our customers and
improve product costs through direct purchasing from manufacturers.
• Our cash and investment balances, following our May 1998 high yield debt
offering and early 1999 convertible debt offering, now stand at well over $1.5
billion (on a pro forma basis), affording us substantial financial strength and
strategic flexibility.
We’re fortunate to benefit from a business model that is cash-favored and capital
efficient. As we do not need to build physical stores or stock those stores with inventory,
our centralized distribution model has allowed us to build our business to a billion-dollar
sales rate with just $30 million in inventory and $30 million in net plant and equipment.
In 1998, we generated $31 million in operating cash flow which more than offset net
fixed asset additions of $28 million.
Our Customers
We intend to build the world’s most customer-centric company. We hold as
axiomatic that customers are perceptive and smart, and that brand image follows reality
and not the other way around. Our customers tell us that they choose Amazon.com and
tell their friends about us because of the selection, ease-of-use, low prices, and service
that we deliver.
But there is no rest for the weary. I constantly remind our employees to be afraid,
to wake up every morning terrified. Not of our competition, but of our customers. Our
customers have made our business what it is, they are the ones with whom we have a
relationship, and they are the ones to whom we owe a great obligation. And we consider
them to be loyal to us – right up until the second that someone else offers them a better
service.

We must be committed to constant improvement, experimentation, and innovation
in every initiative. We love to be pioneers, it’s in the DNA of the company, and it’s a
good thing, too, because we’ll need that pioneering spirit to succeed. We’re proud of the
differentiation we’ve built through constant innovation and relentless focus on customer
experience, and we believe our initiatives in 1998 reflect it: our music, video, U.K. and
German stores, like our U.S. bookstore, are best of breed.
Work Hard, Have Fun, Make History
It would be impossible to produce results in an environment as dynamic as the
Internet without extraordinary people. Working to create a little bit of history isn’t
supposed to be easy, and, well, we’re finding that things are as they’re supposed to be!
We now have a team of 2,100 smart, hard-working, passionate folks who put customers
first. Setting the bar high in our approach to hiring has been, and will continue to be, the
During our hiring meetings, we ask people to consider three questions before making
a decision:
• Will you admire this person? If you think about the people you’ve admired in
your life, they are probably people you’ve been able to learn from or take an
example from. For myself, I’ve always tried hard to work only with people I
admire, and I encourage folks here to be just as demanding. Life is definitely too
short to do otherwise.
• Will this person raise the average level of effectiveness of the group they’re
entering? We want to fight entropy. The bar has to continuously go up. I ask
people to visualize the company 5 years from now. At that point, each of us
should look around and say, “The standards are so high now -- boy, I’m glad I got
in when I did!”
• Along what dimension might this person be a superstar? Many people have
unique skills, interests, and perspectives that enrich the work environment for all
of us. It’s often something that’s not even related to their jobs. One person here
is a National Spelling Bee champion (1978, I believe). I suspect it doesn’t help
her in her everyday work, but it does make working here more fun if you can
occasionally snag her in the hall with a quick challenge: “onomatopoeia!”

Goals for 1999
As we look forward, we believe that the overall e-commerce opportunity is enormous,
and 1999 will be an important year. Although Amazon.com has established a strong
leadership position, it is certain that competition will even further accelerate. We plan to
invest aggressively to build the foundation for a multi-billion-dollar revenue company
serving tens of millions of customers with operational excellence and high efficiency.
Although this level of forward investment is costly and carries many inherent risks, we
believe it will provide the best end-to-end experience for customers, and actually offer
the least risky long-term value creation approach for investors.
The elements of our 1999 plan may not surprise you:
Distribution capacity − We intend to build out a significant distribution infrastructure
to ensure that we can support all the sales our customers demand, with speedy access to a
deep product inventory.
Systems capacity − We’ll be expanding our systems capacity to support similar
growth levels. The systems group has a significant task: expand to meet near term
growth, restructure systems for multi-billion dollar scale and tens of millions of
customers, build out features and systems for new initiatives and new innovations, and
increase operational excellence and efficiency. All while keeping a billion dollar, 8
million customer store up and available on a 24x7 basis.
Brand promise − Amazon.com is still a small and young company relative to the
major offline retailers, and we must ensure that we build wide, strong customer
relationships during this critical period.
Expanded product and service offerings − In 1999, we will continue to enhance the
scope of our current product and service offerings, as well as add new initiatives.
Amazon.com Auctions is our most recent addition. If any of you have not tried this new
service, I encourage you to run – not walk – to www.amazon.com and click on the
Auctions tab. As an Amazon.com customer, you are pre-registered to both bid and sell.
As a seller, you have access to Amazon.com’s 8 million experienced online shoppers.
Bench strength and processes − We’ve complicated our business dramatically with
new products, services, geographies, acquisitions and additions to our business model.
We intend to invest in teams, processes, communication and people development
practices. Scaling in this way is among the most challenging and difficult elements of
our plan.

Amazon.com has made a number of strides forward in the past year, but there is still
an enormous amount to learn and to do. We remain optimistic, but we also know we must
remain vigilant and maintain a sense of urgency. We face many challenges and hurdles.
Among them, aggressive, capable and well-funded competition; the growth challenges
and execution risk associated with our own expansion; and the need for large continuing
investments to meet an expanding market opportunity.
The most important thing I could say in this letter was said in last years’ letter, which
detailed our long-term investment approach. Because we have so many new shareholders
(this year we’re printing more than 200,000 of these letters – last year we printed about
13,000), we’ve appended last year’s letter immediately after this year’s. I invite you to
please read the section entitled It’s All About the Long Term. You might want to read it
twice to make sure we’re the kind of company you want to be invested in. As it says
there, we don’t claim it’s the right philosophy, we just claim it’s ours!
All the best and sincere thanks once again to our customers and shareholders and all
the folks here who are working passionately every day to build an important and lasting
company.
Jeffrey P. Bezos
Amazon.com, Inc.

Many of the important decisions we make at Amazon.com can be made with data. There is a right answer or
a wrong answer, a better answer or a worse answer, and math tells us which is which. These are our favorite
kinds of decisions.
Opening a new fulfillment center is an example. We use history from our existing fulfillment network to
estimate seasonal peaks and to model alternatives for new capacity. We look at anticipated product mix,
including product dimensions and weight, to decide how much space we need and whether we need a facility for
smaller “sortable” items or for larger items that usually ship alone. To shorten delivery times and reduce
outbound transportation costs, we analyze prospective locations based on proximity to customers, transportation
hubs, and existing facilities. Quantitative analysis improves the customer’s experience and our cost structure.
Similarly, most of our inventory purchase decisions can be numerically modeled and analyzed. We want
products in stock and immediately available to customers, and we want minimal total inventory in order to keep
associated holding costs, and thus prices, low. To achieve both, there is a right amount of inventory. We use
historical purchase data to forecast customer demand for a product and expected variability in that demand. We
use data on the historical performance of vendors to estimate replenishment times. We can determine where to
stock the product within our fulfillment network based on inbound and outbound transportation costs, storage
costs, and anticipated customer locations. With this approach, we keep over one million unique items under our
own roof, immediately available for customers, while still turning inventory more than fourteen times per year.
The above decisions require us to make some assumptions and judgments, but in such decisions, judgment
and opinion come into play only as junior partners. The heavy lifting is done by the math.
As you would expect, however, not all of our important decisions can be made in this enviable, math-based
way. Sometimes we have little or no historical data to guide us and proactive experimentation is impossible,
impractical, or tantamount to a decision to proceed. Though data, analysis, and math play a role, the prime
ingredient in these decisions is judgment.1
As our shareholders know, we have made a decision to continuously and significantly lower prices for
customers year after year as our efficiency and scale make it possible. This is an example of a very important
decision that cannot be made in a math-based way. In fact, when we lower prices, we go against the math that we
can do, which always says that the smart move is to raise prices. We have significant data related to price
elasticity. With fair accuracy, we can predict that a price reduction of a certain percentage will result in an
increase in units sold of a certain percentage. With rare exceptions, the volume increase in the short term is never
enough to pay for the price decrease. However, our quantitative understanding of elasticity is short-term. We can
estimate what a price reduction will do this week and this quarter. But we cannot numerically estimate the effect
that consistently lowering prices will have on our business over five years or ten years or more. Our judgment is
that relentlessly returning efficiency improvements and scale economies to customers in the form of lower prices
1 “The Structure of ‘Unstructured’ Decision Processes” is a fascinating 1976 paper by Henry Mintzberg, Duru
Raisinghani, and Andre Theoret. They look at how institutions make strategic, “unstructured” decisions as
opposed to more quantifiable “operating” decisions. Among other gems you will find in the paper is this:
“Excessive attention by management scientists to operating decisions may well cause organizations to pursue
inappropriate courses of action more efficiently.” They are not debating the importance of rigorous and
quantitative analysis, but only noting that it gets a lopsided amount of study and attention, probably because of
the very fact that it is more quantifiable. The whole paper is available at www.amazon.com/ir/mintzberg.

creates a virtuous cycle that leads over the long term to a much larger dollar amount of free cash flow, and
thereby to a much more valuable Amazon.com. We’ve made similar judgments around Free Super Saver
Shipping and Amazon Prime, both of which are expensive in the short term and—we believe—important and
valuable in the long term.
As another example, in 2000 we invited third parties to compete directly against us on our “prime retail real
estate”—our product detail pages. Launching a single detail page for both Amazon retail and third-party items
seemed risky. Well-meaning people internally and externally worried it would cannibalize Amazon’s retail
business, and—as is often the case with consumer-focused innovations—there was no way to prove in advance
that it would work. Our buyers pointed out that inviting third parties onto Amazon.com would make inventory
forecasting more difficult and that we could get “stuck” with excess inventory if we “lost the detail page” to one
of our third-party sellers. However, our judgment was simple. If a third party could offer a better price or better
availability on a particular item, then we wanted our customer to get easy access to that offer. Over time, third-
party sales have become a successful and significant part of our business. Third-party units have grown from 6%
of total units sold in 2000 to 28% in 2005, even as retail revenues have grown three-fold.
Math-based decisions command wide agreement, whereas judgment-based decisions are rightly debated and
often controversial, at least until put into practice and demonstrated. Any institution unwilling to endure
controversy must limit itself to decisions of the first type. In our view, doing so would not only limit controversy
—it would also significantly limit innovation and long-term value creation.
The foundation of our decision-making philosophy was laid out in our 1997 letter to shareholders, a copy of
which is attached:
You can count on us to combine a strong quantitative and analytical culture with a willingness to make bold
decisions. As we do so, we’ll start with the customer and work backwards. In our judgment, that is the best way
to create shareholder value.
Jeffrey P. Bezos

Our ultimate financial measure, and the one we most want to drive over the long-term, is free cash flow per share.
Why not focus first and foremost, as many do, on earnings, earnings per share or earnings growth? The simple answer is that
earnings don’t directly translate into cash flows, and shares are worth only the present value of their future cash flows, not the present
value of their future earnings. Future earnings are a component—but not the only important component—of future cash flow per
share. Working capital and capital expenditures are also important, as is future share dilution.
Though some may find it counterintuitive, a company can actually impair shareholder value in certain circumstances by growing
earnings. This happens when the capital investments required for growth exceed the present value of the cash flow derived from those
investments.
To illustrate with a hypothetical and very simplified example, imagine that an entrepreneur invents a machine that can quickly
transport people from one location to another. The machine is expensive—$160 million with an annual capacity of 100,000 passenger
trips and a four year useful life. Each trip sells for $1,000 and requires $450 in cost of goods for energy and materials and $50 in labor
and other costs.
Continue to imagine that business is booming, with 100,000 trips in Year 1, completely and perfectly utilizing the capacity of
one machine. This leads to earnings of $10 million after deducting operating expenses including depreciation—a 10% net margin.
The company’s primary focus is on earnings; so based on initial results the entrepreneur decides to invest more capital to fuel sales
and earnings growth, adding additional machines in Years 2 through 4.
Here are the income statements for the first four years of business:
It’s impressive: 100% compound earnings growth and $150 million of cumulative earnings. Investors considering only the
above income statement would be delighted.
Earnings
Year 1 Year 2 Year 3 Year 4
(in thousands)
Sales $100,000 $200,000 $400,000 $800,000
Units sold 100 200 400 800
Growth N/A 100% 100% 100%
Gross profit 55,000 110,000 220,000 440,000
Gross margin 55% 55% 55% 55%
Depreciation 40,000 80,000 160,000 320,000
Labor & other costs 5,000 10,000 20,000 40,000
Earnings $ 10,000 $ 20,000 $ 40,000 $ 80,000
Margin 10% 10% 10% 10%
Growth N/A 100% 100% 100%

However, looking at cash flows tells a different story. Over the same four years, the transportation business generates
cumulative negative free cash flow of $530 million.
There are of course other business models where earnings more closely approximate cash flows. But as our transportation
example illustrates, one cannot assess the creation or destruction of shareholder value with certainty by looking at the income
statement alone.
Notice, too, that a focus on EBITDA—Earnings Before Interest, Taxes, Depreciation and Amortization—would lead to the same
faulty conclusion about the health of the business. Sequential annual EBITDA would have been $50, $100, $200 and $400 million—
100% growth for three straight years. But without taking into account the $1.28 billion in capital expenditures necessary to generate
this ‘cash flow,’ we’re getting only part of the story—EBITDA isn’t cash flow.
What if we modified the growth rates and, correspondingly, capital expenditures for machinery—would cash flows have
deteriorated or improved?
Cash Flows
Year 1 Year 2 Year 3 Year 4
(in thousands)
Earnings $ 10,000 $ 20,000 $ 40,000 $ 80,000
Depreciation 40,000 80,000 160,000 320,000
Working capital — — — —
Operating Cash Flow 50,000 100,000 200,000 400,000
Capital expenditures 160,000 160,000 320,000 640,000
Free Cash Flow $(110,000) $ (60,000) $(120,000) $(240,000)
Paradoxically, from a cash flow perspective, the slower this business grows the better off it is. Once the initial capital outlay has
been made for the first machine, the ideal growth trajectory is to scale to 100% of capacity quickly, then stop growing. However, even
with only one piece of machinery, the gross cumulative cash flow doesn’t surpass the initial machine cost until Year 4 and the net
present value of this stream of cash flows (using 12% cost of capital) is still negative.
Unfortunately our transportation business is fundamentally flawed. There is no growth rate at which it makes sense to invest
initial or subsequent capital to operate the business. In fact, our example is so simple and clear as to be obvious. Investors would run a
net present value analysis on the economics and quickly determine it doesn’t pencil out. Though it’s more subtle and complex in the
real world, this issue—the duality between earnings and cash flows—comes up all the time.
Cash flow statements often don’t receive as much attention as they deserve. Discerning investors don’t stop with the income
statement.
Our Most Important Financial Measure: Free Cash Flow Per Share
Year 2, 3 and 4 Sales and Earnings Growth Rate
Number of
Machines in
Year 4
Year 1 to 4
Cumulative
Earnings
Year 1 to 4
Cumulative Free
Cash Flow
(in thousands)
0%, 0%, 0% 1 $ 40,000 $ 40,000
100%, 50%, 33% 4 $100,000 $(140,000)
100%, 100%, 100% 8 $150,000 $(530,000)
Amazon.com’s financial focus is on long-term growth in free cash flow per share.
Amazon.com’s free cash flow is driven primarily by increasing operating profit dollars and efficiently managing both working
capital and capital expenditures. We work to increase operating profit by focusing on improving all aspects of the customer
experience to grow sales and by maintaining a lean cost structure.

We have a cash generative operating cycle1
because we turn our inventory quickly, collecting payments from our customers
before payments are due to suppliers. Our high inventory turnover means we maintain relatively low levels of investment in
inventory—$480 million at year end on a sales base of nearly $7 billion.
The capital efficiency of our business model is illustrated by our modest investments in fixed assets, which were $246 million at
year end or 4% of 2004 sales.
Free cash flow2 grew 38% to $477 million in 2004, a $131 million improvement over the prior year. We are confident that if we
continue to improve customer experience—including increasing selection and lowering prices—and execute efficiently, our value
proposition, as well as our free cash flow, will further expand.
As to dilution, total shares outstanding plus stock-based awards are essentially unchanged at the end of 2004 compared with
2003, and are down 1% over the last three years. During that same period, we’ve also eliminated over six million shares of potential
future dilution by repaying more than $600 million of convertible debt that was due in 2009 and 2010. Efficiently managing share
count means more cash flow per share and more long-term value for owners.
This focus on free cash flow isn’t new for Amazon.com. We made it clear in our 1997 letter to shareholders—our first as a
public company—that when “forced to choose between optimizing GAAP accounting and maximizing the present value of future
cash flows, we’ll take the cash flows.” I’m attaching a copy of our complete 1997 letter and encourage current and prospective
shareowners to take a look at it.
As always, we at Amazon.com are grateful to our customers for their business and trust, to each other for our hard work, and to
our shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.
April 2005
1 The operating cycle is number of days of sales in inventory plus number of days of sales in accounts receivable minus accounts
payable days.
2 Free cash flow is defined as net cash provided by operating activities less purchases of fixed assets, including capitalized
internal-use software and website development, both of which are presented on our statements of cash flows. Free cash flow for
2004 of $477 million is net cash provided by operating activities of $567 million less purchases of fixed assets, including
capitalized internal-use software and website development costs, of $89 million. Free cash flow for 2003 of $346 million is net
cash provided by operating activities of $392 million less purchases of fixed assets, including capitalized internal-use software
and website development costs, of $46 million.

Amazon.com passed many milestones in 1997: by year-end, we had served more than 1.5 million customers, yielding 838%
revenue growth to $147.8 million, and extended our market leadership despite aggressive competitive entry.
But this is Day 1 for the Internet and, if we execute well, for Amazon.com. Today, online commerce saves customers money and
precious time. Tomorrow, through personalization, online commerce will accelerate the very process of discovery. Amazon.com uses
the Internet to create real value for its customers and, by doing so, hopes to create an enduring franchise, even in established and large
markets.
We have a window of opportunity as larger players marshal the resources to pursue the online opportunity and as customers,
new to purchasing online, are receptive to forming new relationships. The competitive landscape has continued to evolve at a fast
pace. Many large players have moved online with credible offerings and have devoted substantial energy and resources to building
awareness, traffic, and sales. Our goal is to move quickly to solidify and extend our current position while we begin to pursue the
online commerce opportunities in other areas. We see substantial opportunity in the large markets we are targeting. This strategy is
not without risk: it requires serious investment and crisp execution against established franchise leaders.
We believe that a fundamental measure of our success will be the shareholder value we create over the long term. This value
will be a direct result of our ability to extend and solidify our current market leadership position. The stronger our market leadership,
the more powerful our economic model. Market leadership can translate directly to higher revenue, higher profitability, greater capital
velocity, and correspondingly stronger returns on invested capital.
Our decisions have consistently reflected this focus. We first measure ourselves in terms of the metrics most indicative of our
market leadership: customer and revenue growth, the degree to which our customers continue to purchase from us on a repeat basis,
and the strength of our brand. We have invested and will continue to invest aggressively to expand and leverage our customer base,
brand, and infrastructure as we move to establish an enduring franchise.
Because of our emphasis on the long term, we may make decisions and weigh tradeoffs differently than some companies.
Accordingly, we want to share with you our fundamental management and decision-making approach so that you, our shareholders,
• We will continue to make investment decisions in light of long-term market leadership considerations rather than short-
term profitability considerations or short-term Wall Street reactions.
• We will continue to measure our programs and the effectiveness of our investments analytically, to jettison those that do
not provide acceptable returns, and to step up our investment in those that work best. We will continue to learn from both
our successes and our failures.

• We will make bold rather than timid investment decisions where we see a sufficient probability of gaining market
leadership advantages. Some of these investments will pay off, others will not, and we will have learned another valuable
lesson in either case.
• When forced to choose between optimizing the appearance of our GAAP accounting and maximizing the present value of
future cash flows, we’ll take the cash flows.
• We will share our strategic thought processes with you when we make bold choices (to the extent competitive pressures
allow), so that you may evaluate for yourselves whether we are making rational long-term leadership investments.
• We will work hard to spend wisely and maintain our lean culture. We understand the importance of continually reinforcing
a cost-conscious culture, particularly in a business incurring net losses.
• We will balance our focus on growth with emphasis on long-term profitability and capital management. At this stage, we
choose to prioritize growth because we believe that scale is central to achieving the potential of our business model.
We aren’t so bold as to claim that the above is the “right” investment philosophy, but it’s ours, and we would be remiss if we
weren’t clear in the approach we have taken and will continue to take.
With this foundation, we would like to turn to a review of our business focus, our progress in 1997, and our outlook for the
future.
• We will continue to focus on hiring and retaining versatile and talented employees, and continue to weight their
compensation to stock options rather than cash. We know our success will be largely affected by our ability to attract and
retain a motivated employee base, each of whom must think like, and therefore must actually be, an owner.
From the beginning, our focus has been on offering our customers compelling value. We realized that the Web was, and still is,
the World Wide Wait. Therefore, we set out to offer customers something they simply could not get any other way, and began serving
them with books. We brought them much more selection than was possible in a physical store (our store would now occupy 6 football
fields), and presented it in a useful, easy-to-search, and easy-to-browse format in a store open 365 days a year, 24 hours a day. We
maintained a dogged focus on improving the shopping experience, and in 1997 substantially enhanced our store. We now offer
customers gift certificates, 1-ClickSM shopping, and vastly more reviews, content, browsing options, and recommendation features.
We dramatically lowered prices, further increasing customer value. Word of mouth remains the most powerful customer acquisition
tool we have, and we are grateful for the trust our customers have placed in us. Repeat purchases and word of mouth have combined
to make Amazon.com the market leader in online bookselling.
• The percentage of orders from repeat customers grew from over 46% in the fourth quarter of 1996 to over 58% in the same
period in 1997.
• In terms of audience reach, per Media Metrix, our Web site went from a rank of 90th to within the top 20.
• We established long-term relationships with many important strategic partners, including America Online, Yahoo!, Excite,
Netscape, GeoCities, AltaVista, @Home, and Prodigy.

Infrastructure
During 1997, we worked hard to expand our business infrastructure to support these greatly increased traffic, sales, and service
levels:
• Amazon.com’s employee base grew from 158 to 614, and we significantly strengthened our management team.
• Distribution center capacity grew from 50,000 to 285,000 square feet, including a 70% expansion of our Seattle facilities
and the launch of our second distribution center in Delaware in November.
Our Employees
• Our cash and investment balances at year-end were $125 million, thanks to our initial public offering in May 1997 and our
$75 million loan, affording us substantial strategic flexibility.
The past year’s success is the product of a talented, smart, hard-working group, and I take great pride in being a part of this
team. Setting the bar high in our approach to hiring has been, and will continue to be, the single most important element of
Amazon.com’s success.
It’s not easy to work here (when I interview people I tell them, “You can work long, hard, or smart, but at Amazon.com you
can’t choose two out of three”), but we are working to build something important, something that matters to our customers, something
that we can all tell our grandchildren about. Such things aren’t meant to be easy. We are incredibly fortunate to have this group of
dedicated employees whose sacrifices and passion build Amazon.com.
Goals for 1998
We are still in the early stages of learning how to bring new value to our customers through Internet commerce and
merchandising. Our goal remains to continue to solidify and extend our brand and customer base. This requires sustained investment
in systems and infrastructure to support outstanding customer convenience, selection, and service while we grow. We are planning to
add music to our product offering, and over time we believe that other products may be prudent investments. We also believe there
are significant opportunities to better serve our customers overseas, such as reducing delivery times and better tailoring the customer
experience. To be certain, a big part of the challenge for us will lie not in finding new ways to expand our business, but in prioritizing
our investments.
We now know vastly more about online commerce than when Amazon.com was founded, but we still have so much to learn.
Though we are optimistic, we must remain vigilant and maintain a sense of urgency. The challenges and hurdles we will face to make
our long-term vision for Amazon.com a reality are several: aggressive, capable, well-funded competition; considerable growth
challenges and execution risk; the risks of product and geographic expansion; and the need for large continuing investments to meet
an expanding market opportunity. However, as we’ve long said, online bookselling, and online commerce in general, should prove to
be a very large market, and it’s likely that a number of companies will see significant benefit. We feel good about what we’ve done,
and even more excited about what we want to do.
1997 was indeed an incredible year. We at Amazon.com are grateful to our customers for their business and trust, to each other
for our hard work, and to our shareholders for their support and encouragement.
Jeffrey P. Bezos
Amazon.com, Inc.

To our shareowners:
The American Customer Satisfaction Index recently announced the results of its annual survey, and for the 8th
year in a row customers ranked Amazon #1. The United Kingdom has a similar index, The U.K. Customer
Satisfaction Index, put out by the Institute of Customer Service. For the 5th time in a row Amazon U.K. ranked
#1 in that survey. Amazon was also just named the #1 business on LinkedIn’s 2018 Top Companies list, which
ranks the most sought after places to work for professionals in the United States. And just a few weeks ago,
Harris Poll released its annual Reputation Quotient, which surveys over 25,000 consumers on a broad range of
topics from workplace environment to social responsibility to products and services, and for the 3rd year in a row
Amazon ranked #1.
Congratulations and thank you to the now over 560,000 Amazonians who come to work every day with
unrelenting customer obsession, ingenuity, and commitment to operational excellence. And on behalf of
Amazonians everywhere, I want to extend a huge thank you to customers. It’s incredibly energizing for us to see
your responses to these surveys.
One thing I love about customers is that they are divinely discontent. Their expectations are never static – they go
up. It’s human nature. We didn’t ascend from our hunter-gatherer days by being satisfied. People have a
voracious appetite for a better way, and yesterday’s ‘wow’ quickly becomes today’s ‘ordinary’. I see that cycle of
improvement happening at a faster rate than ever before. It may be because customers have such easy access to
more information than ever before – in only a few seconds and with a couple taps on their phones, customers can
read reviews, compare prices from multiple retailers, see whether something’s in stock, find out how fast it will
ship or be available for pick-up, and more. These examples are from retail, but I sense that the same customer
empowerment phenomenon is happening broadly across everything we do at Amazon and most other industries
as well. You cannot rest on your laurels in this world. Customers won’t have it.
How do you stay ahead of ever-rising customer expectations? There’s no single way to do it – it’s a combination
of many things. But high standards (widely deployed and at all levels of detail) are certainly a big part of it.
We’ve had some successes over the years in our quest to meet the high expectations of customers. We’ve also
had billions of dollars’ worth of failures along the way. With those experiences as backdrop, I’d like to share
with you the essentials of what we’ve learned (so far) about high standards inside an organization.
Intrinsic or Teachable?
First, there’s a foundational question: are high standards intrinsic or teachable? If you take me on your basketball
team, you can teach me many things, but you can’t teach me to be taller. Do we first and foremost need to select
for “high standards” people? If so, this letter would need to be mostly about hiring practices, but I don’t think so.
I believe high standards are teachable. In fact, people are pretty good at learning high standards simply through
exposure. High standards are contagious. Bring a new person onto a high standards team, and they’ll quickly
adapt. The opposite is also true. If low standards prevail, those too will quickly spread. And though exposure
works well to teach high standards, I believe you can accelerate that rate of learning by articulating a few core
principles of high standards, which I hope to share in this letter.
Universal or Domain Specific?
Another important question is whether high standards are universal or domain specific. In other words, if you
have high standards in one area, do you automatically have high standards elsewhere? I believe high standards
are domain specific, and that you have to learn high standards separately in every arena of interest. When I
started Amazon, I had high standards on inventing, on customer care, and (thankfully) on hiring. But I didn’t
have high standards on operational process: how to keep fixed problems fixed, how to eliminate defects at the
root, how to inspect processes, and much more. I had to learn and develop high standards on all of that (my
colleagues were my tutors).

Understanding this point is important because it keeps you humble. You can consider yourself a person of high
standards in general and still have debilitating blind spots. There can be whole arenas of endeavor where you
may not even know that your standards are low or non-existent, and certainly not world class. It’s critical to be
open to that likelihood.
Recognition and Scope
What do you need to achieve high standards in a particular domain area? First, you have to be able to recognize
what good looks like in that domain. Second, you must have realistic expectations for how hard it should be (how
much work it will take) to achieve that result – the scope.
Let me give you two examples. One is a sort of toy illustration but it makes the point clearly, and another is a real
one that comes up at Amazon all the time.
Perfect Handstands
A close friend recently decided to learn to do a perfect free-standing handstand. No leaning against a wall. Not
for just a few seconds. Instagram good. She decided to start her journey by taking a handstand workshop at her
yoga studio. She then practiced for a while but wasn’t getting the results she wanted. So, she hired a handstand
coach. Yes, I know what you’re thinking, but evidently this is an actual thing that exists. In the very first lesson,
the coach gave her some wonderful advice. “Most people,” he said, “think that if they work hard, they should be
able to master a handstand in about two weeks. The reality is that it takes about six months of daily practice. If
you think you should be able to do it in two weeks, you’re just going to end up quitting.” Unrealistic beliefs on
scope – often hidden and undiscussed – kill high standards. To achieve high standards yourself or as part of a
team, you need to form and proactively communicate realistic beliefs about how hard something is going to be –
something this coach understood well.
Six-Page Narratives
We don’t do PowerPoint (or any other slide-oriented) presentations at Amazon. Instead, we write narratively
structured six-page memos. We silently read one at the beginning of each meeting in a kind of “study hall.” Not
surprisingly, the quality of these memos varies widely. Some have the clarity of angels singing. They are brilliant
and thoughtful and set up the meeting for high-quality discussion. Sometimes they come in at the other end of the
spectrum.
In the handstand example, it’s pretty straightforward to recognize high standards. It wouldn’t be difficult to lay
out in detail the requirements of a well-executed handstand, and then you’re either doing it or you’re not. The
writing example is very different. The difference between a great memo and an average one is much squishier. It
would be extremely hard to write down the detailed requirements that make up a great memo. Nevertheless, I
find that much of the time, readers react to great memos very similarly. They know it when they see it. The
standard is there, and it is real, even if it’s not easily describable.
Here’s what we’ve figured out. Often, when a memo isn’t great, it’s not the writer’s inability to recognize the
high standard, but instead a wrong expectation on scope: they mistakenly believe a high-standards, six-page
memo can be written in one or two days or even a few hours, when really it might take a week or more! They’re
trying to perfect a handstand in just two weeks, and we’re not coaching them right. The great memos are written
and re-written, shared with colleagues who are asked to improve the work, set aside for a couple of days, and
then edited again with a fresh mind. They simply can’t be done in a day or two. The key point here is that you
can improve results through the simple act of teaching scope – that a great memo probably should take a week or
more.
Skill
Beyond recognizing the standard and having realistic expectations on scope, how about skill? Surely to write a
world class memo, you have to be an extremely skilled writer? Is it another required element? In my view, not so
much, at least not for the individual in the context of teams. The football coach doesn’t need to be able to throw,
and a film director doesn’t need to be able to act. But they both do need to recognize high standards for those
things and teach realistic expectations on scope. Even in the example of writing a six-page memo, that’s

teamwork. Someone on the team needs to have the skill, but it doesn’t have to be you. (As a side note, by
tradition at Amazon, authors’ names never appear on the memos – the memo is from the whole team.)
Benefits of High Standards
Building a culture of high standards is well worth the effort, and there are many benefits. Naturally and most
obviously, you’re going to build better products and services for customers – this would be reason enough!
Perhaps a little less obvious: people are drawn to high standards – they help with recruiting and retention. More
subtle: a culture of high standards is protective of all the “invisible” but crucial work that goes on in every
company. I’m talking about the work that no one sees. The work that gets done when no one is watching. In a
high standards culture, doing that work well is its own reward – it’s part of what it means to be a professional.
And finally, high standards are fun! Once you’ve tasted high standards, there’s no going back.
So, the four elements of high standards as we see it: they are teachable, they are domain specific, you must
recognize them, and you must explicitly coach realistic scope. For us, these work at all levels of detail.
Everything from writing memos to whole new, clean-sheet business initiatives. We hope they help you too.
Insist on the Highest Standards
Leaders have relentlessly high standards – many people may think these standards are unreasonably high.
-- from the Amazon Leadership Principles
Recent Milestones
The high standards our leaders strive for have served us well. And while I certainly can’t do a handstand myself,
I’m extremely proud to share some of the milestones we hit last year, each of which represents the fruition of
many years of collective effort. We take none of them for granted.
• Prime – 13 years post-launch, we have exceeded 100 million paid Prime members globally. In 2017
Amazon shipped more than five billion items with Prime worldwide, and more new members joined
Prime than in any previous year – both worldwide and in the U.S. Members in the U.S. now receive
unlimited free two-day shipping on over 100 million different items. We expanded Prime to Mexico,
Singapore, the Netherlands, and Luxembourg, and introduced Business Prime Shipping in the U.S. and
Germany. We keep making Prime shipping faster as well, with Prime Free Same-Day and Prime Free
One-Day delivery now in more than 8,000 cities and towns. Prime Now is available in more than 50
cities worldwide across nine countries. Prime Day 2017 was our biggest global shopping event ever
(until surpassed by Cyber Monday), with more new Prime members joining Prime than any other day
in our history.
• AWS – It’s exciting to see Amazon Web Services, a $20 billion revenue run rate business, accelerate
its already healthy growth. AWS has also accelerated its pace of innovation – especially in new areas
such as machine learning and artificial intelligence, Internet of Things, and serverless computing. In
2017, AWS announced more than 1,400 significant services and features, including Amazon
SageMaker, which radically changes the accessibility and ease of use for everyday developers to build
sophisticated machine learning models. Tens of thousands of customers are also using a broad range of
AWS machine learning services, with active users increasing more than 250 percent in the last year,
spurred by the broad adoption of Amazon SageMaker. And in November, we held our sixth re:Invent
conference with more than 40,000 attendees and over 60,000 streaming participants.
• Marketplace – In 2017, for the first time in our history, more than half of the units sold on Amazon
worldwide were from our third-party sellers, including small and medium-sized businesses (SMBs).
Over 300,000 U.S.-based SMBs started selling on Amazon in 2017, and Fulfillment by Amazon
shipped billions of items for SMBs worldwide. Customers ordered more than 40 million items from
SMBs worldwide during Prime Day 2017, growing their sales by more than 60 percent over Prime Day
2016. Our Global Selling program (enabling SMBs to sell products across national borders) grew by
over 50% in 2017 and cross-border ecommerce by SMBs now represents more than 25% of total third-
party sales.

• Alexa – Customer embrace of Alexa continues, with Alexa-enabled devices among the best-selling
items across all of Amazon. We’re seeing extremely strong adoption by other companies and
developers that want to create their own experiences with Alexa. There are now more than 30,000
skills for Alexa from outside developers, and customers can control more than 4,000 smart home
devices from 1,200 unique brands with Alexa. The foundations of Alexa continue to get smarter every
day too. We’ve developed and implemented an on-device fingerprinting technique, which keeps your
device from waking up when it hears an Alexa commercial on TV. (This technology ensured that our
Alexa Super Bowl commercial didn’t wake up millions of devices.) Far-field speech recognition
(already very good) has improved by 15% over the last year; and in the U.S., U.K., and Germany,
we’ve improved Alexa’s spoken language understanding by more than 25% over the last 12 months
through enhancements in Alexa’s machine learning components and the use of semi-supervised
learning techniques. (These semi-supervised learning techniques reduced the amount of labeled data
needed to achieve the same accuracy improvement by 40 times!) Finally, we’ve dramatically reduced
the amount of time required to teach Alexa new languages by using machine translation and transfer
learning techniques, which allows us to serve customers in more countries (like India and Japan).
• Amazon devices – 2017 was our best year yet for hardware sales. Customers bought tens of millions of
Echo devices, and Echo Dot and Fire TV Stick with Alexa were the best-selling products across all of
Amazon – across all categories and all manufacturers. Customers bought twice as many Fire TV Sticks
and Kids Edition Fire Tablets this holiday season versus last year. 2017 marked the release of our
all-new Echo with an improved design, better sound, and a lower price; Echo Plus with a built-in smart
home hub; and Echo Spot, which is compact and beautiful with a circular screen. We released our next
generation Fire TV, featuring 4K Ultra HD and HDR; and the Fire HD 10 Tablet, with 1080p Full HD
display. And we celebrated the 10th anniversary of Kindle by releasing the all-new Kindle Oasis, our
most advanced reader ever. It’s waterproof – take it in the bathtub – with a bigger 7” high-resolution
300 ppi display and has built-in audio so you can also listen to your books with Audible.
• Prime Video – Prime Video continues to drive Prime member adoption and retention. In the last year we
made Prime Video even better for customers by adding new, award-winning Prime Originals to the
service, like The Marvelous Mrs. Maisel, winner of two Critics’ Choice Awards and two Golden Globes,
and the Oscar-nominated movie The Big Sick. We’ve expanded our slate of programming across the
globe, launching new seasons of Bosch and Sneaky Pete from the U.S., The Grand Tour from the U.K.,
and You Are Wanted from Germany, while adding new Sentosha shows from Japan, along
with Breathe and the award-winning Inside Edge from India. Also this year, we expanded our Prime
Channels offerings, adding CBS All Access in the U.S. and launching Channels in the U.K. and Germany.
We debuted NFL Thursday Night Football on Prime Video, with more than 18 million total viewers over
11 games. In 2017, Prime Video Direct secured subscription video rights for more than 3,000 feature
films and committed over $18 million in royalties to independent filmmakers and other rights holders.
Looking forward, we’re also excited about our upcoming Prime Original series pipeline, which
includes Tom Clancy’s Jack Ryan starring John Krasinski; King Lear, starring Anthony Hopkins and
Emma Thompson; The Romanoffs, executive produced by Matt Weiner; Carnival Row starring Orlando
Bloom and Cara Delevingne; Good Omens starring Jon Hamm; and Homecoming, executive produced by
Sam Esmail and starring Julia Roberts in her first television series. We acquired the global television
rights for a multi-season production of The Lord of the Rings, as well as Cortés, a miniseries based on the
epic saga of Hernán Cortés from executive producer Steven Spielberg, starring Javier Bardem, and we
look forward to beginning work on those shows this year.
• Amazon Music – Amazon Music continues to grow fast and now has tens of millions of paid
customers. Amazon Music Unlimited, our on-demand, ad-free offering, expanded to more than 30 new
countries in 2017, and membership has more than doubled over the past six months.
• Fashion – Amazon has become the destination for tens of millions of customers to shop for fashion. In
2017, we introduced our first fashion-oriented Prime benefit, Prime Wardrobe – a new service that
brings the fitting room directly to the homes of Prime members so they can try on the latest styles
before they buy. We introduced Nike and UGG on Amazon along with new celebrity collections by
Drew Barrymore and Dwyane Wade, as well as dozens of new private brands, like Goodthreads and

Core10. We’re also continuing to enable thousands of designers and artists to offer their exclusive
designs and prints on demand through Merch by Amazon. We finished 2017 with the launch of our
interactive shopping experience with Calvin Klein, including pop-up shops, on-site product
customization, and fitting rooms with Alexa-controlled lighting, music, and more.
• Whole Foods – When we closed our acquisition of Whole Foods Market last year, we announced our
commitment to making high-quality, natural and organic food available for everyone, then immediately
lowered prices on a selection of best-selling grocery staples, including avocados, organic brown eggs,
and responsibly-farmed salmon. We followed this with a second round of price reductions in
November, and our Prime member exclusive promotion broke Whole Foods’ all-time record for
turkeys sold during the Thanksgiving season. In February, we introduced free two-hour delivery on
orders over $35 for Prime members in select cities, followed by additional cities in March and April,
and plan continued expansion across the U.S. throughout this year. We also expanded the benefits of
the Amazon Prime Rewards Visa Card, enabling Prime members to get 5% back when shopping at
Whole Foods Market. Beyond that, customers can purchase Whole Foods’ private label products like
365 Everyday Value on Amazon, purchase Echo and other Amazon devices in over a hundred Whole
Foods stores, and pick-up or return Amazon packages at Amazon Lockers in hundreds of Whole Foods
stores. We’ve also begun the technical work needed to recognize Prime members at the point of sale
and look forward to offering more Prime benefits to Whole Foods shoppers once that work is
completed.
• Amazon Go – Amazon Go, a new kind of store with no checkout required, opened to the public in
January in Seattle. Since opening, we’ve been thrilled to hear many customers refer to their shopping
experience as “magical.” What makes the magic possible is a custom-built combination of computer
vision, sensor fusion, and deep learning, which come together to create Just Walk Out shopping. With
JWO, customers are able to grab their favorite breakfast, lunch, dinner, snack, and grocery essentials
more conveniently than ever before. Some of our top-selling items are not surprising – caffeinated
beverages and water are popular – but our customers also love the Chicken Banh Mi sandwich,
chocolate chip cookies, cut fruit, gummy bears, and our Amazon Meal Kits.
• Treasure Truck – Treasure Truck expanded from a single truck in Seattle to a fleet of 35 trucks across
25 U.S. cities and 12 U.K. cities. Our bubble-blowing, music-pumping trucks fulfilled hundreds of
thousands of orders, from porterhouse steaks to the latest Nintendo releases. Throughout the year,
Treasure Truck also partnered with local communities to lift spirits and help those in need, including
donating and delivering hundreds of car seats, thousands of toys, tens of thousands of socks, and many
other essentials to community members needing relief, from those displaced by Hurricane Harvey, to
the homeless, to kids needing holiday cheer.
• India – Amazon.in is the fastest growing marketplace in India, and the most visited site on both desktop
and mobile, according to comScore and SimilarWeb. The Amazon.in mobile shopping app was also the
most downloaded shopping app in India in 2017, according to App Annie. Prime added more members
in India in its first year than any previous geography in Amazon’s history. Prime selection in India now
includes more than 40 million local products from third-party sellers, and Prime Video is investing in
India original video content in a big way, including two recent premiers and over a dozen new shows in
production.
• Sustainability – We are committed to minimizing carbon emissions by optimizing our transportation
network, improving product packaging, and enhancing energy efficiency in our operations, and we
have a long-term goal to power our global infrastructure using 100% renewable energy. We recently
launched Amazon Wind Farm Texas, our largest wind farm yet, which generates more than 1,000,000
megawatt hours of clean energy annually from over 100 turbines. We have plans to host solar energy
systems at 50 fulfillment centers by 2020, and have launched 24 wind and solar projects across the U.S.
with more than 29 additional projects to come. Together, Amazon’s renewable energy projects now
produce enough clean energy to power over 330,000 homes annually. In 2017 we celebrated the
10-year anniversary of Frustration-Free Packaging, the first of a suite of sustainable packaging
initiatives that have eliminated more than 244,000 tons of packaging materials over the past 10
years. In addition, in 2017 alone our programs significantly reduced packaging waste, eliminating the

equivalent of 305 million shipping boxes. And across the world, Amazon is contracting with our
service providers to launch our first low-pollution last-mile fleet. Already today, a portion of our
European delivery fleet is comprised of low-pollution electric and natural gas vans and cars, and we
have over 40 electric scooters and e-cargo bikes that complete local urban deliveries.
• Empowering Small Business – Millions of small and medium-sized businesses worldwide now sell
their products through Amazon to reach new customers around the globe. SMBs selling on Amazon
come from every state in the U.S., and from more than 130 different countries around the world. More
than 140,000 SMBs surpassed $100,000 in sales on Amazon in 2017, and over a thousand independent
authors surpassed $100,000 in royalties in 2017 through Kindle Direct Publishing.
• Investment & Job Creation – Since 2011, we have invested over $150 billion worldwide in our
fulfillment networks, transportation capabilities, and technology infrastructure, including AWS data
centers. Amazon has created over 1.7 million direct and indirect jobs around the world. In 2017 alone,
we directly created more than 130,000 new Amazon jobs, not including acquisitions, bringing our
global employee base to over 560,000. Our new jobs cover a wide range of professions, from artificial
intelligence scientists to packaging specialists to fulfillment center associates. In addition to these
direct hires, we estimate that Amazon Marketplace has created 900,000 more jobs worldwide, and that
Amazon’s investments have created an additional 260,000 jobs in areas like construction, logistics, and
other professional services.
• Career Choice – One employee program we’re particularly proud of is Amazon Career Choice. For
hourly associates with more than one year of tenure, we pre-pay 95% of tuition, fees, and textbooks (up
to $12,000) for certificates and associate degrees in high-demand occupations such as aircraft
mechanics, computer-aided design, machine tool technologies, medical lab technologies, and nursing.
We fund education in areas that are in high demand and do so regardless of whether those skills are
relevant to a career at Amazon. Globally more than 16,000 associates (including more than 12,000 in
the U.S.) have joined Career Choice since the program launched in 2012. Career Choice is live in ten
countries and expanding to South Africa, Costa Rica, and Slovakia later this year. Commercial truck
driving, healthcare, and information technology are the program’s most popular fields of study. We’ve
built 39 Career Choice classrooms so far, and we locate them behind glass walls in high traffic areas
inside our fulfillment centers so associates can be inspired by seeing their peers pursue new skills.
The credit for these milestones is deserved by many. Amazon is 560,000 employees. It’s also 2 million sellers,
hundreds of thousands of authors, millions of AWS developers, and hundreds of millions of divinely discontent
customers around the world who push to make us better each and every day.
Path Ahead
This year marks the 20th anniversary of our first shareholder letter, and our core values and approach remain
unchanged. We continue to aspire to be Earth’s most customer-centric company, and we recognize this to be no
small or easy challenge. We know there is much we can do better, and we find tremendous energy in the many
challenges and opportunities that lie ahead.
A huge thank you to each and every customer for allowing us to serve you, to our shareowners for your support,
and to Amazonians everywhere for your ingenuity, your passion, and your high standards.
Sincerely,
Jeffrey P. Bezos
Amazon.com, Inc.

Amazon Annual Letters

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