Stand by. Thank you for standing by. Good day, everyone, and welcome to the Amazon.com second quarter 2013 financial results teleconference. At this time, all participants are in a listen-only mode. After the presentation, we will conduct a question and answer session. Today's call is being recorded. For opening remarks, I would like to turn the call over to Vice President of Investor Relations, Mr. Sean Boyle. Please go ahead, sir.
Hello, and welcome to our Q2 2013 financial results conference call. Joining us today is Tom Szkutak, our CFO. We will be available for questions after our prepared remarks. The following discussion and responses to your questions reflect management's views as of today, July 25th, 2013 only, and will include forward-looking statements. Actual results may differ materially. Additional information about factors that could potentially impact our financial results is included in today's press release, in our filings with the SEC, including our most recent annual report on Form 10-K. As you listen to today's conference call, we encourage you to have our press release in front of you, which includes our financial results as well as metrics and commentary on the quarter. During this call, we will discuss certain non-GAAP financial measures.
In our press release, slides accompanying this webcast, and our filings with the SEC, each of which is posted on our IR website, you will find additional disclosures regarding these non-GAAP measures, including reconciliations of these measures with comparable GAAP measures. Finally, unless otherwise stated, all comparisons in this call will be against our results for the comparable period of 2012. Now, I'll turn the call over to Tom.
Thanks, Sean. I'll begin with comments on our second quarter financial results. Trailing 12-month operating cash flow increased 41% to $4.53 billion. Trailing 12-month free cash flow decreased 76% to $265 million. Trailing 12-month capital expenditures were $4.27 billion. This amount includes $1.4 billion in purchases of our previously leased corporate office space, as well as property for development of additional corporate office space located in Seattle, Washington, which we purchased in the fourth quarter of 2012. The increase in capital expenditures reflects additional investments in support of continued business growth, consistent of investments in technology infrastructure, including Amazon Web Services and additional capacity to support our fulfillment operations. Return on invested capital was 2%, down from 11%. ROIC is TTM free cash flow divided by average total assets minus current liabilities, excluding the current portion of long-term debt over five quarter ends.
The combination of common stock and stock-based awards outstanding was 474 million shares compared with 468 million shares. Worldwide revenue grew 22% to $15.7 billion, or 25% excluding the $392 million unfavorable impact from year-over-year changes in foreign exchange rates. We're grateful to our customers who continue to take advantage of our low prices, vast selection, and shipping offers. Media revenue increased to $4.4 billion, up 7% or 11% excluding foreign exchange. EGM revenue increased to $10.42 billion, up 28% or 30% excluding foreign exchange. Worldwide EGM increased to 66% of worldwide sales, up from 64%. Worldwide paid unit growth was 29%. Active customer accounts exceeded 215 million. Worldwide active seller accounts were more than 2 million. Seller units represented 40% of paid units. Now I'll discuss operating expenses excluding stock-based compensation. Cost of sales was $11.21 billion or 71.4% of revenue, compared with 73.9%.
Fulfillment, marketing, tech and content, and G&A combined was $4.09 billion or 26% of sales, up approximately 275 basis points year-over-year. Fulfillment was $1.76 billion or 11.2% of revenue, compared with 10.1%. Tech and content was $1.43 billion or 9.1% of revenue, compared with 7.6%. Marketing was $651 million or 4.1% of revenue, consistent with the prior period. Now I'll talk about our segment results, and consistent with prior periods, we do not allocate to segments our stock-based compensation or other operating expense line item. In the North America segment, revenue grew 30% to $9.49 billion. Media revenue grew 16% to $2.17 billion. EGM revenue grew 31% to $6.48 billion, representing 68% of North America revenues, up from 67%. North America segment operating income increased 19% to $409 million, a 4.3% operating margin. In the International segment, revenue grew 13% to $6.21 billion.
Adjusting for the $391 million year-over-year unfavorable foreign exchange impact, revenue growth was 20%. Media revenue decreased 1% to $2.22 billion or grew 7% excluding foreign exchange. EGM revenue grew 22% to $3.94 billion or 29% excluding foreign exchange. EGM now represents 63% of international revenues, up from 59%. International segment operating income was zero, down from $16 million in the prior year period. Excluding the unfavorable impact from foreign exchange, international segment operating income increased 11%. CSOI increased 14% to $409 million or 2.6% of revenue, down approximately 20 basis points year-over-year. Excluding the unfavorable impact from foreign exchange, CSOI increased 19%. Unlike CSOI, our GAAP operating income includes stock-based compensation expense and other operating expense. GAAP operating income decreased 26% to $79 million or 0.5% of net sales. Our income tax expense was $13 million.
GAAP net loss was $7 million or $0.02 per diluted share compared with net income of $7 million and $0.01 per diluted share. Turning to the balance sheet, cash market with securities increased to $2.49 billion year-over-year to $7.46 billion. Inventory increased 24% to $5.42 billion, and inventory turns were 9.4, down from 10.1 turns a year ago, as we expanded selection, improved in-stock levels, and introduced new product categories. Accounts payable increased 27% to $8.99 billion, and accounts payable days increased to 73 from 68 in the prior year. I'll conclude my portion of today's call with guidance. Incorporated into our guidance are the order trends that we've seen to date and what we believe today to be appropriately conservative assumptions.
Our results are inherently unpredictable and may be materially affected by many factors, including a high level of uncertainty surrounding exchange rate fluctuations as well as the global economy and consumer spending. It's not possible to accurately predict demand. Therefore, our actual results could differ materially from our guidance. As we describe in more detail in our public filings, issues such as settling intercompany balances in foreign currencies amongst our subsidiaries, unfavorable resolution of legal matters, and changes to our effective tax rates can all have a material effect on guidance. Our guidance further assumes that we don't conclude any additional business acquisitions, investments, restructurings, or legal settlements, record any further revisions to stock-based compensation estimates, and that foreign exchange rates remain approximately where they've been recently. For Q3 2013, we expect net sales of between $15.45 billion and $17.15 billion, a growth between 12% and 24%.
This guidance anticipates approximately 300 basis points of unfavorable impact from foreign exchange rates. GAAP operating loss to be between $440 million and $65 million compared to $28 million in third quarter 2012. This includes approximately $340 million of stock-based compensation and amortization of intangible assets. We anticipate consolidated segment operating income or loss, which excludes stock-based compensation and other operating expense, to be between a $100 million loss and $275 million in income, compared to $232 million of income in third quarter 2012. We remain heads-down focused on driving a better customer experience through price, selection, and convenience. We believe putting customers first is the only reliable way to create lasting value for shareholders. Thanks. With that, Sean, let's move to questions.
Great. Thanks, Tom. Let's move on to the Q&A portion of the call. Operator, will you please remind our listeners how to initiate a question?
At this time, we will now open the call up for questions. In the interest of time, we ask that you limit yourself to one question. If you would like to ask a question, please press star one on your keypad. We ask that when you pose your question, you pick up your handset to provide optimum sound quality. Once again, to initiate a question, please press star then one on your touch tone telephone at this time. Please hold while we poll for questions. Thank you. Our first question comes from Ross Sandler from Deutsche Bank.
Thanks, guys. Just had one question on shipping. It looks like the unit efficiency in shipping continues to improve. What are you guys doing to drive the cost of shipping each unit lower, and are there more costs that can be taken out on a per-unit basis? As you start looking at same-day delivery in some of these markets, including the new grocery program, what incremental cost do you see around doing same-day fulfillment? Thanks.
In terms of the economics, we have a great operations team that's working on how do we serve customers reliably and faster. Certainly that's reflected in our transportation costs. Also, from a productivity standpoint, just as we add capacity, we're just getting closer and closer to customers with larger selection, which has certainly helped from a productivity standpoint.
Those are some of the dynamics that you need to think about when you think about our transportation costs. The team's done a great job over the years of becoming even more reliable and faster and more productive. Again, they'll be working on ways to make that even better over time.
We'll move to Douglas Anmuth from J.P. Morgan.
Great. Thanks for taking the question. Just hoping you could talk a little bit more just on the profitability of the grocery business and how you'll know when it's the right time to expand to more markets beyond Seattle and
L.A. Also, if you could comment on the European macro environment, just given the growth that you saw in the international business just decelerating a little bit from last quarter. Thanks.
In terms of the Fresh business, we started doing a pilot several years ago in Seattle. The team's done a great job inventing on behalf of customers. It's a very good customer experience. The challenge that we've had over the past several years is how to make it economically viable. The team's done a lot of different experiments and invented well on behalf of customers to see what works. We took a lot of that knowledge, which enabled us to launch Fresh in L.A. It's very early there. We're still in the trial period. It's a good customer experience. We like what we see so far, but it's very early. It's something that we'll continue to work on, both from a customer experience and from an economic standpoint. There's not much more I can add to that right now.
You have to stay tuned and see where that ends up.
Our next question comes from Mark Miller from William Blair.
Hi, good afternoon. Could you help us understand the third-party unit growth? I think this is the first quarter in about three years that third-party unit penetration hasn't increased. Additionally, I'm wondering if you could comment at all on potential to expand Prime membership options, potentially to something like a Super Prime offering for expanded video content and fulfillment options.
In terms of the third-party unit growth, it was 40% this quarter, which compares to 40% last year in Q2. Again, it is flat as a percentage of total units. One thing to keep in mind, though, is our digital units are growing at a faster rate than physical. Those digital units are primarily first-party units. If you take digital units out in both periods, we're actually up approximately 300 basis points. Our physical seller business is growing very nicely. It's growing at a faster rate than retail. It's doing very well. Very pleased to see that.
We'll move now to Brian Pitz from Jefferies.
Great, thanks. A quick question on fulfillment centers. Any color on your current plan for the year in terms of locations, U.S. versus international timing, et cetera? Separately, any comments on the weaker growth in international media? Thanks.
In terms of FCs, we've announced to date five net new facilities in the U.S. We've also announced some in international. It's still early. As we did in prior last few years, we gave you updates kind of as we went along. So we can update you a little bit later in the year to see how that progresses. We certainly are adding new capacity, and that's reflected in the guidance that you see in Q3 as we get ready for our Q4 seasonal quarter. In terms of growth in international media, what you're seeing there is on a local currency growth basis, you see a 7% growth. That's consistent with what you've seen in the last couple of quarters. We're at the very early stages.
We're excited about what we're seeing so far in digital, we're in that early stage of transformation from physical to digital within international. You see from the release that we've launched a lot of new things related to digital over the past 90 days and even prior to that. We're very excited about those launches and excited about the transformation. We're also excited, if you look at our total international business, we've got a lot of opportunities to invest in. I talked about the conversion from physical to digital. We also have selection still to add within existing categories, new categories, new geographies. We're very excited about the opportunity that we have there.
Thank you.
We'll now go to Scott Devitt from Morgan Stanley.
Hi, thanks. It's been asked a few times. Maybe specifically in China, Tom, in terms of what the company hypothesis is in terms of the way that market plays out over time and how you think about investment spend in that market. Secondly, as it relates to AWS, it's nice the annual event and the quarterly events that happen. I was wondering when you think it makes sense to start talking more about it in releases and on calls. Is it just the 10% revenue threshold or something else that would lead to more discussions on that on calls like this? Thanks.
In terms of China, we are investing heavily in China. We have been for some number of years. We have a good customer experience there. We continue to look at ways to make that even better. We're adding selection across many categories right now. It's a very interesting geography. We'll continue to work on that experience for customers. You should expect us to be in investment mode for some time. It's a very sizable segment, very interesting long-term growth opportunity, and we'll continue to work on making that better for customers and for investors over time. In terms of AWS, the business is growing very strongly. We've got a great team that's innovating on behalf of customers, launching new services, becoming more productive, which allows us to be able to lower prices.
We've had many price reductions since we started with AWS, and we share that very visibly. We're very excited about that business, and even though we were off to a very good start, it's a very big opportunity, and we continue to invest in that business, and we're very excited to do it. We think it's a great long-term opportunity, and we have a great team working on it.
Thank you. Our next question comes from Mark Mahaney from RBC.
Great. Thanks. Tom, just one question related to consumer packaged goods. Any comments there on whether you're seeing broader purchases by the Amazon customers of more traditional consumer staples than you've seen in the past, is that something that you're trying to promote? Thank you.
Yes. Just to make sure I have your question. When you look at our, for example, our North America growth, particularly EGM, we're seeing very good growth across many different categories. A few call-outs, we are seeing very good growth in apparel specifically and also consumables. The teams did a very nice job. Both teams have done a very nice job from a customer experience standpoint, and they're growing very nicely, and that is something that we're seeing, and it does help with frequency to the site as well.
We'll now go to Mark May from Citi.
Thanks for taking my question. Another one on international and the media segment there. I believe that you now have a more comprehensive kind of localized international strategy for the Kindle, and I wonder if you could talk about what, if any, impact that you think that that might have over the next few quarters in terms of its impact on the international media segment. Also on international, the AWS, I think one of the contributors of growth, and we suspect margins in the U.S., has been the success of AWS here. I wonder if you could talk about any plans for AWS outside the U.S.
Sure. In terms of Kindle, you're right. We now have Kindle stores, if you will, established in all of the Amazon domains that we have around the world. Recently we announced Kindle Fire HD is available to customers in over 170 countries. We introduced Kindle Paperwhite and Kindle Fire HD in China. That's both online on our website and also in a number of offline retail locations. Again, there's a lot of advancement in terms of the Kindle. Again, it's very early. I'm very encouraged by the opportunity that we have there for customers, and our ability to try to capitalize on that from a digital content standpoint. In terms of AWS, the business is expanding, it's incredible opportunity globally. We recognize that. The team recognizes that. We'll continue to work on that on behalf of customers.
Our next question comes from Justin Post from Merrill Lynch.
Thank you. The company and the business is going through a lot of transitions with digital media, AWS, obviously Prime, and potentially same-day delivery. A long time ago, you used to give us kind of a margin outlook for the company. As you think about these businesses, do you think that they are better for Amazon in that you can have greater share of retail as these evolutions happen? Also, what are the implications on Amazon's long-term margins as you go through these transitions over time? Any help on that could help. Thanks.
Sure. The way we're looking at them certainly is based on the free cash flow potential. We're in some really interesting, great businesses that have a lot of potential from a free cash flow generation standpoint, with good and high ROICs, which is exciting. From a margin standpoint, always challenging to predict where that will come out in terms of absolute numbers. What we will do is we want to make sure that we try to maximize free cash flow. That's something that we've always said. Our strategy hasn't changed, our outlook hasn't changed in that regard. Frequently we'd be asked historically, is double-digit operating margins possible, I still think it's possible. Also, if a good high single-digit operating margin gets us to better, higher free cash flow over time, that's fine too. Again, we don't focus on individual margins.
Our goal is to make sure that we generate free cash flow, large amounts of free cash flow, and use that capital efficiently. So those are goals that we have, and we certainly think that opportunity is there in each of the businesses that we operate in.
Our next question comes from Ben Schachter from Macquarie.
Two quick questions on revenue recognition. Over the past some quarters, I believe that the certain digital media at least has moved around between the agency and wholesale model. Can you help us quantify how this has actually impacted the reported media revenue rates? In other words, would 2Q revenue rates have been meaningfully different if the model had been the same? Then the second question, just quickly on Prime, can you remind us how you recognize revenue from the Prime membership fee over the course of the year? Thanks.
Sure. In terms of Prime, we recognize it over the life of the subscription. Then in terms of third party versus first party, certainly, we have had some shift within digital media. Again, digital media is primarily a first-party business, and happens to be one portion of our business. You're absolutely right. In terms of our third-party business, which from a unit perspective is 40% of our total units this quarter, we recognize the share of that revenue, the rev share, if you will, as revenue, whereas the other parts of our business, largely, we're recognizing that as first-party revenue. So we're recognizing the full amount of the revenue in the current period.
Thank you. Our next question comes from Jordan Rohan from Stifel Nicolaus.
Thank you so much. I'm curious about your expansion efforts in Spain, since it's a relatively new territory for you, how well situated you are, and how ready you are for the fourth quarter there. Also, there have been a lot of stories about Amazon heading into Brazil, but I don't believe we've identified any fulfillment centers and things like that. Can you discuss the extent and breadth of your offering in Brazil, whether it's Kindle devices, digital media, or something beyond that? Thank you.
In terms of Spain, we're very excited about what we see. It's growing very fast. We're in investment mode. It's an exciting geography for us, and we're very optimistic. Over time, that'll be a great geography for us. We're very happy to serve customers in Spain, and we'll continue to, as we've done in other geographies, that we'll continue to serve customers and continue to expand selection and get service levels even better over time, we're very excited about that. In terms of Brazil, we do have a Kindle Store, and we have devices at physical retailers. From a Kindle perspective, that's what we're doing in Brazil.
Our next question comes from Ron Josey from JMP Securities.
Great. Thank you for taking my question. I'm wondering if you can talk a little bit about North America EGM. Given the strength you saw in the business and continued re-acceleration, have you seen any sort of impact, I'm assuming no, but from price-matching programs from offline retailers? Also on sales tax? Thank you.
In terms of North America total growth, we saw an acceleration from last quarter from 26% to 30%. We saw an acceleration in both North America media as well as North America EGM. Within EGM, it was very broad. In terms of growth, we saw very strong growth across many different categories. Very pleased with that. I called out a couple that were notable, in terms of apparel as well as in consumables. Certainly, those are getting larger and still growing very fast, which is why I called those out. In terms of competitiveness, it's been very competitive. It is today. It has been since our inception. We have many different competitors online. We have many competitors offline. As you go to your home or office, you pass our competitors every day. That's an environment we're used to dealing in. It's something that's not new.
It's something that we see in all of our geographies across many different categories.
Our next question comes from Heath Terry from Goldman Sachs.
Great. Thanks, Tom. As you get closer to customers with more FCs and more efficient shipping, what kind of impact is that having on conversion rates within customers in those areas as shipping time shorten or delivery time shorten? As you look at the early adopters for Fresh in L.A., any sense that you can share with us of what kind of cross-shopping you're seeing among new Fresh customers? Are they bundling media and EGM in those other orders, or, to any degree, are these new to Amazon customers that have been brought in purely because of Fresh?
If you take a look at L.A., it's just, again, very excited, and it's very early. I think on that one, you'll just have to stay tuned. In terms of as we get closer and closer to customers with fulfillment, we have seen growth due to that, and it's manifested its way in a few different ways. Most notably, you see it in Prime. Because of our fulfillment logistics capability, we've been able to offer Prime broadly. We just have selection that's just closer and closer to customers. If you look back over the last several years, there's been different reasons why we've grown the way we've grown, in terms of adding new selection and making sure that we have really sharp pricing. Certainly, Prime, which includes speed of delivery, has certainly had a notable impact. We're very pleased with the Prime program.
Customers like it. We see very strong growth in Prime subscribers. We see very good retention of Prime members. It's a great program for us, and certainly, again, delivery speed is certainly impacting that program and our overall growth.
Our next question comes from Anthony DiClemente from Barclays.
Thank you. On the topic of media, just wondering, Tom, if there are any call-outs in terms of categories of strength or weakness within physical or digital media that you could call out. Along those lines, just wondering if you could comment on your media device rollout strategy from here, if there's anything you could tell us. Then quickly, is there any reason Prime Instant Video isn't available for Android devices? Thank you.
In terms of media growth, not a lot of call-outs except probably the obvious is digital units growing very fast relative to physical units. We're excited to see that. Because of where we are, we're further penetrated in North America. You're seeing a bigger impact on our growth rate than you are on international. We certainly see that, not a lot of other call-outs there. Again, we're very pleased and certainly customers are responding to many things, including selection and great prices and everything else within those digital offerings, also they're responding to unique selection that we have. If you take a look at our release, you'll see the specific numbers related to some of the exclusives we have, and certainly that's having an impact.
There's many different things that are working for us in that space as part of our overall ecosystem for digital that we're pleased with. In terms of our device plan, we're very pleased with the devices we have and to offer customers. We think we have a great offering, both in terms of Kindle and Kindle Fire. In terms of our future roadmap, we have a longstanding practice of not talking about what that will be prior to announcement.
Our next question comes from Youssef Squali from Cantor Fitzgerald.
Thank you very much. Two quick questions, please. Tech and content was up to 9% of revenues. I think that's the highest it's ever been. How much of that is actually streaming content related, and how do we look at it going forward? Does it stay at that elevated level? On Fresh, is that business profitable for you in the Seattle area? Thanks.
In terms of Tech and content, we're spending in a number of different areas, but there's a few that I'd like to highlight. One is certainly keep in mind that the infrastructure related to our very fast-growing Web Services business is included in Tech and content. Certainly as we ramp up that business and it's becoming more sizable and growing very fast, you're seeing that impacting that line item. We're also investing very heavily in digital, and that's across many different parts of our digital offerings there. That's also included any of the tech teams that are working on customer experience across Amazon as we grow. As we support both our seller businesses and our retail businesses, they're included in that line item. Certainly that's what you're seeing there.
In terms of Fresh, we're not breaking out the financials, but keep in mind that Fresh was designed as a pilot. Certainly the economics have improved over time through invention on behalf of the team there, as well as operating efficiencies. Again, that was set up as a test, which has enabled us to launch L.A.
We'll now go to Colin Sebastian from Robert Baird.
Thanks very much. I guess a quick follow-up on the device strategy, given the fairly quick pace of innovation in the tablet market overall, I wonder if you can contrast the benefits of that for Amazon, given the popularity of shopping and media apps, with the costs and complexity of maintaining your own line of hardware. Related to this, it seems as if the pace of new content acquisition and licensing has picked up a bit, I wonder if that reflects any changes in either the competitive dynamics or pricing or some sort of other strategy shift on your part. Thanks.
In terms of some of the dynamics, we're very excited about our digital business. We're inventing. You see a lot of different inventions, both on the hardware side as well as on the software side from a device standpoint, you also see a lot of invention around the content side. We think, for example, Prime Instant Video, which combines video and our Prime membership, is very compelling, we're investing heavily in content. It's still very early there, but we're finding that customers, certainly existing Prime members, are more and more streaming content. We're having new Prime members come to Amazon largely because of video, in terms of one segment of that population that's coming for new Prime members is because of Prime Instant Video. We can see that based on the free trials and the conversion of those free trials related to Prime Instant Video.
That's certainly one portion of our growth in Prime memberships, which we find exciting. For us to be able to offer exclusive content on the book side is very interesting. Again, we're investing across a lot of different areas, yes, there are a lot of different dynamics, but we think we're well suited for both the device, software, and content side of those businesses.
Our next question comes from Matt Nemer from Wells Fargo Securities.
Afternoon. Just two questions. One, given your comments that international will be in investment mode for some time, can you just remind us what the priorities are there from either a geography or a product standpoint? Secondly, following the management changes at Quidsi, we'd love an update on the plans for that business and maybe just a sense for how integrated it is to Amazon retail. Thanks.
Yeah. In terms of the international piece, what I was referring to was, when I said investment mode for some time, I was referring to China specifically. We have a lot of opportunity to grow. We'll still continue to invest in international, but my comment was specifically around China. Your question around Quidsi? I missed that.
We'll go to Stephen Ju from Credit Suisse.
Tom.
Hello. Just to follow up, I think on the Quidsi question, I think was around the founders leaving and we well-positioned with them leaving. I missed the last part of that. No, we're fortunate to have the founders with us for a number of years. They did a great job while they were here, and we have a great team at Quidsi, and we're pleased with that business. The retail team works very closely with the Quidsi business and excited to have it as part of the Amazon team.
Hey, Tom. Is there anything you can share in terms of the situation in Germany with the worker strikes? Are you able to fulfill from unaffected fulfillment centers, or is it causing some hindrance to your operations there? Also, if you can update us on what you've been doing with Kiva since you've acquired it. Are you focusing more on internal integration, or are you selling more aggressively to external clients? Thanks.
In terms of Germany, there's not a lot I can add to there. We're certainly serving customers. Those results are reflected in our overall total results that you see today for Q2, as well as our international results. In terms of Kiva, we have a great team there. We love the technology. We don't have any announcements in terms of roll-outs, but we're ahead of schedule from what we had set out at the time of purchase, which we're happy about. We'll have to stay tuned on the actual rollout, but we're very encouraged by what we see there.
Our final question comes from Ken Sena from Evercore Partners.
Hi. Thank you. Just going back to your comments on unit acceleration. Has the shift from agency to wholesale in terms of the DOJ e-book settlement, has that completed, or are you still working your way through many of the U.S. publishers? Thank you.
We're working through it. I wouldn't say that that's complete, but we're working through it.
Okay. Thank you for joining us on the call today and for your questions. A replay will be available on our investor relations website at least through the end of the quarter. We appreciate your interest in Amazon.com.