UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-50763

BLUE NILE, INC.

(Exact name of registrant as specified in its charter)

Delaware			91-1963165
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
705 Fifth Avenue South, Suite 900, Seattle, Washington			98104
(Address of principal executive offices)		(Zip code)

(206) 336-6700
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     Yes o No þ

     As of November 3, 2010, the registrant had 14,386,310 shares of common stock outstanding.

 

 

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve many risks and uncertainties. These statements, which relate to future events and our future performance, are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of management as of the date of this filing. In some cases, you can identify forward-looking statements by terms such as “would,” “could,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “targets,” “seek,” or “continue,” the negative of these terms or other variations of such terms. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions based upon assumptions made that are believed to be reasonable at the time, and are subject to risk and uncertainties. Therefore, actual events or results may differ materially and adversely from those expressed in any forward-looking statement. In evaluating these statements, you should specifically consider the risks described under the caption “Item 1A — Risk Factors” and elsewhere in this quarterly report on Form 10-Q. These factors, and other factors, may cause our actual results to differ materially from any forward-looking statement. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

BLUE NILE, INC.
INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements			4
Condensed Consolidated Balance Sheets (unaudited)			4
Condensed Consolidated Statements of Operations (unaudited)			5
Condensed Consolidated Statement of Changes in Stockholders’ Equity (unaudited)			6
Condensed Consolidated Statements of Cash Flows (unaudited)			7
Notes to Condensed Consolidated Financial Statements (unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3. Quantitative and Qualitative Disclosures About Market Risk			18
Item 4. Controls and Procedures			18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			20
Item 1A. Risk Factors			20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			36
Item 6. Exhibits			36
SIGNATURES			37
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BLUE NILE, INC.

		October 3,				January 3,
		2010				2010
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	48,991			$	78,149
Short-term investments			—				15,000
Trade accounts receivable			1,493				1,594
Other accounts receivable			239				241
Inventories			17,208				19,434
Deferred income taxes			187				449
Prepaids and other current assets			1,218				977
Total current assets			69,336				115,844
Property and equipment, net			6,756				7,332
Intangible assets, net			287				325
Deferred income taxes			8,179				6,769
Other assets			119				145
Total assets		$	84,677			$	130,415
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	41,976			$	76,128
Accrued liabilities			5,049				9,805
Current portion of long-term financing obligation			45				44
Current portion of deferred rent			144				205
Total current liabilities			47,214				86,182
Long-term financing obligation, less current portion			761				796
Deferred rent, less current portion			88				168
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value; 300,000 shares authorized; 20,053 shares and 19,810 shares issued, respectively 14,380 shares and 14,644 shares outstanding, respectively			20				20
Additional paid-in capital			166,818				156,030
Accumulated other comprehensive (loss) income			(9	)			61
Retained earnings			56,962				48,999
Treasury stock, at cost; 5,673 and 5,166 shares outstanding, respectively			(187,177	)			(161,841	)
Total stockholders’ equity			36,614				43,269
Total liabilities and stockholders’ equity		$	84,677			$	130,415

The accompanying notes are an integral part of these condensed consolidated financial statements

BLUE NILE, INC.

		Quarter ended								Year to date ended
		October 3,				October 4,				October 3,				October 4,
		2010				2009				2010				2009
Net sales		$	67,451			$	66,943			$	218,110			$	199,198
Cost of sales			52,813				52,146				171,472				156,168
Gross profit			14,638				14,797				46,638				43,030
Selling, general and administrative expenses			10,400				10,936				34,572				31,927
Operating income			4,238				3,861				12,066				11,103
Other income, net:
Interest income, net			10				23				22				101
Other income, net			3				77				123				117
Total other income, net			13				100				145				218
Income before income taxes			4,251				3,961				12,211				11,321
Income tax expense			1,479				1,386				4,248				3,962
Net income		$	2,772			$	2,575			$	7,963			$	7,359
Basic net income per share		$	0.19			$	0.18			$	0.55			$	0.51
Diluted net income per share		$	0.19			$	0.17			$	0.53			$	0.49

The accompanying notes are an integral part of these condensed consolidated financial statements

BLUE NILE, INC.

										Additional								Accumulated Other												Total
		Common Stock								Paid-in				Retained				Comprehensive				Treasury Stock								Stockholders’
		Shares				Amount				Capital				Earnings				Income (Loss)				Shares				Amount				Equity
Balance, January 3, 2010			19,810			$	20			$	156,030			$	48,999			$	61				(5,166	)		$	(161,841	)		$	43,269
Net income															7,963																7,963
Other comprehensive income (loss):
Foreign currency translation adjustment																			(70	)											(70	)
Total comprehensive income																															7,893
Tax benefit from exercise of stock options											3,615																				3,615
Exercise of common stock options			235								1,682																				1,682
Issuance of common stock to directors			2								90																				90
Vesting of restricted stock units			6																												—
Stock-based compensation											5,401																				5,401
Repurchase of common stock																							(507	)			(25,336	)			(25,336	)
Balance, October 3, 2010			20,053			$	20			$	166,818			$	56,962			$	(9	)			(5,673	)		$	(187,177	)		$	36,614

The accompanying notes are an integral part of these condensed consolidated financial statements

BLUE NILE, INC.

		Year to date ended
		October 3,				October 4,
		2010				2009
Operating activities:
Net income		$	7,963			$	7,359
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization			2,301				1,868
Loss on disposal of property and equipment			—				62
Stock-based compensation			5,369				5,615
Deferred income taxes			(1,148	)			(767	)
Tax benefit from exercise of stock options			3,615				214
Excess tax benefit from exercise of stock options			(190	)			(47	)
Changes in assets and liabilities:
Receivables			103				331
Inventories			2,226				988
Prepaid expenses and other assets			(214	)			(64	)
Accounts payable			(34,145	)			(19,964	)
Accrued liabilities			(4,756	)			(1,632	)
Deferred rent and other			(142	)			(147	)
Net cash used in operating activities			(19,018	)			(6,184	)
Investing activities:
Purchases of property and equipment			(1,603	)			(2,063	)
Purchase of short-term investments			—				(15,000	)
Maturity of short-term investments			15,000				—
Net cash provided by (used in) investing activities			13,397				(17,063	)
Financing activities:
Repurchase of common stock			(25,336	)			—
Proceeds from stock option exercises			1,682				1,195
Excess tax benefit from exercise of stock options			190				47
Principal payments under long-term financing obligation			(34	)			(30	)
Net cash (used in) provided by financing activities			(23,498	)			1,212
Effect of exchange rate changes on cash and cash equivalents			(39	)			78
Net decrease in cash and cash equivalents			(29,158	)			(21,957	)
Cash and cash equivalents, beginning of period			78,149				54,451
Cash and cash equivalents, end of period		$	48,991			$	32,494

The accompanying notes are an integral part of these condensed consolidated financial statements

Blue Nile, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Description of Our Business and Summary of Significant Accounting Policies

The Company

Blue Nile, Inc. (the “Company”) is the leading online retailer of high quality diamonds and fine jewelry. In addition to sales of diamonds, fine jewelry and watches, the Company provides education, guidance and support to enable customers to more effectively learn about and purchase diamonds as well as classically styled fine jewelry. The Company, a Delaware corporation based in Seattle, Washington, was formed in March 1999. The Company serves consumers in over 40 countries and territories all over the world and maintains its primary website at www.bluenile.com. The Company also operates the www.bluenile.co.uk and www.bluenile.ca websites. Information found on the Company’s websites is not incorporated by reference into this Quarterly Report on Form 10-Q or any of its other filings with the Securities and Exchange Commission.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended January 3, 2010, filed with the Securities and Exchange Commission on February 25, 2010. The same accounting policies are followed for preparing quarterly and annual financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods have been included and are of a normal, recurring nature.

The financial information as of January 3, 2010 is derived from the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended January 3, 2010, included in Item 8 of the Annual Report on Form 10-K for the year ended January 3, 2010.

Due to a number of factors, including the seasonal nature of the retail industry and other factors described in this report, quarterly results are not necessarily indicative of the results for the full fiscal year or any other subsequent interim period.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Blue Nile, Inc. and its wholly-owned subsidiaries, Blue Nile, LLC (“LLC”), Blue Nile Worldwide, Inc. (“Worldwide”) and Blue Nile Jewellery, Ltd. (“Jewellery”). The Company, LLC, and Worldwide are Delaware corporations located in Seattle, Washington. Jewellery is an Irish limited company located in Dublin, Ireland. All intercompany transactions and balances are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates include the allowance for sales returns and stock-based compensation. Actual results could differ from those estimates.

Foreign Currency

The functional currency of Jewellery is the Euro. The assets and liabilities of Jewellery have been translated to U.S. dollars using the exchange rates effective on the balance sheet dates, while income and expense accounts are

Blue Nile, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

translated at the average rates in effect during the periods presented. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss).

The Company offers customers the ability to transact in 24 foreign currencies. In addition, some of the Company’s entities engage in transactions denominated in currencies other than the entity’s functional currency. Gains or losses arising from these transactions are recorded in “Other income, net” in the consolidated statements of operations.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-06 (“ASU 2010-06”), “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” ASU 2010-06 requires reporting entities to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances, and settlements on gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-06 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 in the first quarter of 2010 did not have a material impact on the Company’s financial statement disclosures.

Blue Nile, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 2. Stock-based Compensation

Stock options are granted at prices equal to the fair market value of the Company’s common stock on the date of grant. Stock options granted generally provide for 25% vesting on the first anniversary of the date of grant, with the remainder vesting monthly in equal amounts over the following three years, and expire 10 years from the date of grant. As of October 3, 2010, the Company had four equity plans. Additional information regarding these plans is disclosed in the Company’s Annual Report on Form 10-K for the year ended January 3, 2010.

In the first quarter of 2010, the Company granted restricted stock units (RSUs) to an executive under the 2004 Equity Incentive Plan. The RSUs had a grant date fair value of $49,000 and vest 25% per year over four years, commencing on the first anniversary of the grant date. Each RSU is converted to one share of common stock when it vests. No RSUs were granted in the second or third quarter of 2010.

Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the vesting period for each stock option and restricted stock unit grant.

The fair value of each stock option on the date of grant is estimated using the Black-Scholes-Merton option valuation model.

The following weighted-average assumptions were used for the valuation of options granted during the periods presented:

		Quarter ended								Year to date ended
		October 3,				October 4,				October 3,				October 4,
		2010				2009				2010				2009
Expected term		4 years				4 years				4 years				4 years
Expected volatility			56.8	%			57.5	%			58.0	%			55.1	%
Expected dividend yield			0.0	%			0.0	%			0.0	%			0.0	%
Risk-free interest rate			0.78	%			1.77	%			1.24	%			1.37	%
Estimated weighted-average fair value per option granted		$	19.06			$	23.48			$	21.63			$	11.17

The assumptions used to calculate the fair value of options granted are evaluated and revised, if necessary, to reflect market conditions and the Company’s experience.

The fair value of each restricted stock unit is based on the fair market value of the Company’s common stock on the date of grant.

Blue Nile, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A summary of stock option activity for the year to date ended October 3, 2010 is as follows:

										Weighted
										Average
						Weighted				Remaining				Aggregate
		Options				Average				Contractual				Intrinsic
		(in thousands)				Exercise Price				Term (in years)				Value (in thousands)
Balance, January 3, 2010			2,636			$	33.44
Granted			308				47.82
Exercised			(235	)			7.16
Cancelled			(34	)			47.47
Balance, October 3, 2010			2,675			$	37.23				6.60			$	30,119
Vested and expected to vest at October 3, 2010			2,557			$	37.14				6.50			$	29,121
Exercisable, October 3, 2010			1,823			$	35.79				5.69			$	23,083

A summary of restricted stock unit activity for the year to date ended October 3, 2010 is as follows:

										Weighted
						Weighted				Average
						Average Grant				Remaining				Aggregate
		RSUs				Date Fair				Contractual				Intrinsic Value
		(in thousands)				Value				Term (in years)				(in thousands)
Balance, January 3, 2010			12			$	21.22
Granted			1				49.49
Vested			(6	)			21.22
Cancelled			—				—
Balance, October 3, 2010			7			$	25.18				0.80			$	319
Vested and expected to vest at October 3, 2010			7			$	25.18				0.80			$	319

The aggregate intrinsic value in the tables above is before applicable income taxes and represents the amount recipients would have received if all options had been exercised or restricted stock units had been converted on the last business day of the period indicated, based on the Company’s closing stock price.

The total intrinsic value of options exercised during the year to date ended October 3, 2010 was $11.2 million. During the year to date ended October 3, 2010, the total fair value of options vested was $5.5 million. As of October 3, 2010, the Company had total unrecognized compensation costs related to unvested stock options and restricted stock units of $11.9 million, before income taxes. The Company expects to recognize this cost over a weighted average period of 2.8 years for its options and 1.0 year for its restricted stock units.

Blue Nile, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 3. Inventories

Inventories are stated at cost and consist of the following (in thousands):

		October 3,				January 3,
		2010				2010
Loose diamonds		$	421			$	297
Fine jewelry, watches and other			16,787				19,137
		$	17,208			$	19,434

Note 4. Net Income Per Share

Basic net income per share is based on the weighted average number of common shares outstanding. Diluted net income per share is based on the weighted average number of common shares and common share equivalents outstanding. Common share equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options and conversion of unvested restricted stock units, except when the effect of their inclusion would be antidilutive.

The following tables set forth the computation of basic and diluted net income per share (in thousands, except per share data):

		Quarter ended								Year to date ended
		October 3,				October 4,				October 3,				October 4,
		2010				2009				2010				2009
Net income		$	2,772			$	2,575			$	7,963			$	7,359
Weighted average common shares outstanding			14,334				14,538				14,442				14,515
Basic net income per share		$	0.19			$	0.18			$	0.55			$	0.51
Dilutive effect of stock options and restricted stock units			570				839				654				637
Common stock and common stock equivalents			14,904				15,377				15,096				15,152
Diluted net income per share		$	0.19			$	0.17			$	0.53			$	0.49

For the quarter and year to date ended October 3, 2010, the Company excluded 885,266 and 584,512 stock option shares, respectively, from the computation of diluted net income per share due to their antidilutive effect. For the quarter and year to date ended October 4, 2009, the Company excluded 420,429 and 763,458 stock option shares, respectively, from the computation of diluted net income per share due to their antidilutive effect.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this quarterly report on Form 10-Q and the Annual Report on Form 10-K filed for our fiscal year ended January 3, 2010.

Management Overview

We are the leading online retailer of high quality diamonds and fine jewelry that offers an exceptional customer experience. We showcase tens of thousands of independently certified diamonds and fine jewelry on our websites at www.bluenile.com, www.bluenile.ca, and www.bluenile.co.uk. We offer our customers the ability to purchase our products in 25 currencies and to ship their orders to over 40 countries and territories across the globe.

We believe our capital-efficient business model allows us a competitive advantage over the bricks and mortar retailers with whom we compete. With our online model, we are able to eliminate much of the costs associated with carrying diamond inventory. In our inventory, we carry for sale hundreds of engagement ring, pendant and earring settings, wedding bands, and classically styled earrings, necklaces and other fine jewelry. A significant portion of our revenues are derived from the sale of diamonds. Generally, we purchase diamonds on a “just in time” basis from our suppliers when a customer places an order for a specific diamond. We then assemble the diamond with a ring, pendant or earring setting from our inventory into customized diamond jewelry according to our customer’s specifications. The finished jewelry is delivered to the customer as soon as within one business day, but generally within three business days of order.

We believe that our success in building Blue Nile into a premium brand is a result of our focus on providing an exceptional customer experience. The Blue Nile customer experience is designed to empower our customers by providing them with substantial education, guidance, selection, customization capability, convenience and value. We believe that maintaining high overall customer satisfaction is critical to our ongoing efforts to promote the Blue Nile brand and to continue to profitably grow our business.

Highlights of the Third Quarter Ended October 3, 2010

We achieved third quarter sales of $67.5 million, a 0.8% increase from the third quarter of 2009. Sales in international markets totaled $9.3 million for the quarter, an increase of 5.7%, compared to the third quarter of last year. Operating income was a record for any third quarter in our history, totaling $4.2 million. As a percentage of sales, operating income was 6.3%, compared to 5.8% for the third quarter of 2009. Diluted net income per share was $0.19 for the third quarter of 2010, an 11.8% increase from the third quarter of 2009. As of October 3, 2010, we had cash and cash equivalents of $49.0 million and no debt.

Consumer confidence in the U.S. remained at low levels throughout the third quarter, reflecting consumer concerns about the overall economy and high unemployment levels. As a result, consumer spending patterns have been uncertain. Consumer caution has impacted the luxury retail sector, in particular. We believe our sales growth will be negatively impacted if the macroeconomic environment remains challenging.

Results of Operations

Comparison of the Quarter Ended October 3, 2010 to the Quarter Ended October 4, 2009

The following table presents our operating results for the quarters ended October 3, 2010 and October 4, 2009, including a comparison of the financial results for these periods (in thousands, except per share data):

		Quarter ended
		October 3,				October 4,
		2010				2009				$ Change				% Change
Net sales		$	67,451			$	66,943			$	508				0.8	%
Cost of sales			52,813				52,146				667				1.3	%
Gross profit			14,638				14,797				(159	)			(1.1	)%
Selling, general and administrative expenses			10,400				10,936				(536	)			(4.9	)%
Operating income			4,238				3,861				377				9.8	%
Other income, net:
Interest income, net			10				23				(13	)			(56.5	)%
Other income, net			3				77				(74	)			(96.1	)%
Total other income, net			13				100				(87	)			(87.0	)%
Income before income taxes			4,251				3,961				290				7.3	%
Income tax expense			1,479				1,386				93				6.7	%
Net income		$	2,772			$	2,575			$	197				7.7	%
Basic net income per share		$	0.19			$	0.18			$	0.01				5.6	%
Diluted net income per share		$	0.19			$	0.17			$	0.02				11.8	%

Net Sales

Net sales increased 0.8% during the third quarter of 2010 as compared with the third quarter of 2009, due to an increase in the average shipment value, offset by a decrease in the number of orders shipped. Our non-engagement jewelry performed well and sales grew at rates above our overall sales growth rate for the quarter. This dynamic is especially notable because our third quarter typically has the heaviest engagement sales mix due to the absence of a significant gift-giving holiday during the period. We believe that the U.S. engagement consumer, in particular, is negatively impacted by high unemployment rates and limited access to credit, making the purchase of a high ticket item more difficult in the current environment. Our sales trends were uneven throughout the third quarter, but we have seen a positive change in trends in October.

Net sales in the United States were essentially unchanged at $58.2 million for the third quarter of 2010, compared with $58.1 million for the same quarter last year. International sales increased 5.7% to $9.3 million, from $8.8 million in the prior year third quarter, and were 13.8% of our third quarter net sales. Foreign exchange rates during the third quarter of 2010, compared to the rates in effect during the third quarter of 2009, had a positive impact of approximately 2.3% on international sales. Excluding the impact of changes in foreign exchange rates, international sales increased 3.4% for the third quarter of 2010 compared to the third quarter of 2009.

Gross Profit

Gross profit decreased 1.1% to $14.6 million in the third quarter of 2010 compared to $14.8 million in the third quarter of 2009. The decrease in gross profit resulted primarily from the increase in cost of sales, as higher product costs were not fully offset by increased retail prices. Gross profit as a percentage of net sales decreased to 21.7% for the third quarter of 2010 compared to 22.1% for the third quarter of 2009, despite increased sales in our non-engagement category, primarily due to product mix within categories and to a lesser extent, sourcing costs, including rising metal prices.

Costs for our products are impacted by prices for diamonds and precious metals including gold, platinum and silver, which rise and fall based upon global supply and demand dynamics. In making retail pricing decisions, we take into account fluctuations in the pricing of diamonds and precious metals, which in turn, affect the gross margin that we realize from such products. We expect that gross profit will continue to fluctuate in the future based primarily on changes in product acquisition costs, particularly diamond prices, product mix and pricing decisions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased 4.9% to $10.4 million in the third quarter of 2010, compared to $10.9 million in the prior year third quarter, due to several factors. Compensation and other related expenses decreased $0.3 million due to increased headcount to support key business initiatives, offset by lower year-over-year incentive accruals. Stock-based compensation decreased $0.3 million as options granted in previous years became fully vested, partially offset by new option grants. Depreciation expense related to additional capitalized assets added approximately $0.1 million to expenses. As a percentage of net sales, selling, general and administrative expenses decreased to 15.4% in the third quarter of 2010 compared to 16.3% in the third quarter of 2009.

We expect selling, general and administrative expenses to increase in absolute dollars in future periods due to our marketing efforts to drive increases in net sales, growth in our fulfillment and customer service operations to support higher sales volumes, increased credit card processing fees, additional personnel and other volume-related and corporate expenses.

Operating Income

Operating income increased 9.8% to $4.2 million in the third quarter of 2010 compared to $3.9 million in the third quarter of 2009. As a percentage of net sales, operating income increased to 6.3% for the third quarter of 2010 compared to 5.8% for the third quarter of 2009. The increase in operating income is primarily due to decreased selling, general and administrative expenses, partially offset by lower gross profit.

Total Other Income, Net

The decrease in other income, net was primarily the result of an increase in legal settlement expense and higher foreign exchange losses in the third quarter of 2010, compared to the third quarter of 2009.

Comparison of the Year to Date Ended October 3, 2010 to the Year to Date Ended October 4, 2009

The following table presents our operating results for the years to date ended October 3, 2010 and October 4, 2009, including a comparison of the financial results for these periods (dollars in thousands, except per share data):

		Year to date ended
		October 3,				October 4,
		2010				2009				$ Change				% Change
Net sales		$	218,110			$	199,198			$	18,912				9.5	%
Cost of sales			171,472				156,168				15,304				9.8	%
Gross profit			46,638				43,030				3,608				8.4	%
Selling, general and administrative expenses			34,572				31,927				2,645				8.3	%
Operating income			12,066				11,103				963				8.7	%
Other income, net:
Interest income, net			22				101				(79	)			-78.2	%
Other income, net			123				117				6				5.1	%
Total other income, net			145				218				(73	)			-33.5	%
Income before income taxes			12,211				11,321				890				7.9	%
Income tax expense			4,248				3,962				286				7.2	%
Net income		$	7,963			$	7,359			$	604				8.2	%
Basic net income per share		$	0.55			$	0.51			$	0.04				7.8	%
Diluted net income per share		$	0.53			$	0.49			$	0.04				8.2	%

Net Sales

Net sales increased 9.5% during the year to date ended October 3, 2010, compared with the year to date ended October 4, 2009 due primarily to an increase in the average shipment value and to a lesser extent, an increase in the number of orders shipped. Sales of our non-engagement jewelry have been strong in year to date 2010, and have grown at rates above our overall sales growth rate. Net sales in the U.S. increased 7.0% to $190.1 million during the year to date ended October 3, 2010, compared with $177.7 million during the year to date ended October 4, 2009. International sales increased 30.2% in the year to date ended October 3, 2010, to $28.0 million, from $21.5 million in the year to date ended October 4, 2009. Foreign exchange rates during the year to date ended October 3, 2010, compared to the rates in effect during the year to date ended October 4, 2009, had a positive impact of approximately 7.9% on international sales. Excluding the impact of changes in foreign exchange rates, international sales increased 22.3% in the year to date ended October 3, 2010 over the year to date ended October 4, 2009.

Gross Profit

Gross profit increased $3.6 million to $46.6 million in the year to date ended October 3, 2010 compared to $43.0 million in the year to date ended October 4, 2009. The increase in gross profit resulted from the growth in net sales. Gross profit as a percentage of net sales was 21.4% in the year to date ended October 3, 2010, compared with 21.6% in the year to date ended October 4, 2009. The decrease is due to product sales mix, retail pricing decisions and sourcing costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 8.3% to $34.6 million in the year to date ended October 3, 2010 compared to $31.9 million in the year to date ended October 4, 2009 due to several factors. Marketing costs increased $1.2 million, due primarily to increased spending on online marketing vehicles compared to prior year levels. Compensation and other related expenses increased $0.7 million due to increased headcount to support key business initiatives and the growth in operations, partially offset by lower year-over-year incentive accruals. Credit card interchange and payment processing fees increased

approximately $0.4 million due to higher sales volumes. Depreciation expense related to additional capitalized assets increased $0.4 million. Stock-based compensation expense decreased $0.2 million as options granted in previous years became fully vested, partially offset by new option grants. As a percentage of net sales, selling, general and administrative expenses decreased to 15.9% in the year to date ended October 3, 2010, compared to 16.0% in the year to date ended October 4, 2009.

Operating Income

Operating income increased 8.7% to $12.1 million in the year to date ended October 3, 2010 compared to $11.1 million in the year to date ended October 4, 2009. The increase in operating income for the year to date ended October 3, 2010 is primarily due to higher gross profit, partially offset by higher selling, general and administrative expenses.

Other Income, Net

The decrease in interest income in the year to date ended October 3, 2010 as compared with the year to date ended October 4, 2009 was primarily due to a decrease in interest rates, partially offset by higher overall cash balances.

Liquidity and Capital Resources

We are primarily funded by our cash flows from operations. The significant components of our working capital are inventory and liquid assets such as cash and trade accounts receivable, reduced by accounts payable and accrued expenses. Our business model typically provides certain beneficial working capital characteristics. While we collect cash from sales to customers within several business days of the related sale, we typically have extended payment terms with our suppliers.

Recessionary economic cycles, investment and credit market conditions and volatility, unemployment levels and other economic factors impact consumer spending patterns. Consumer concerns about continuing economic weakness and uncertainty in the economy have caused consumers to be cautious and this has impacted our results in the third quarter and year to date in 2010. We believe that our revenue, cash flows from operations and net income may continue to be impacted by macroeconomic conditions.

Our liquidity is primarily dependent upon our net cash from operating activities. Our net cash from operating activities is sensitive to many factors, including changes in working capital. Working capital at any specific point in time is dependent upon many variables, including our operating results, seasonality, inventory management and assortment expansion, the timing of cash receipts and payments, and vendor payment terms.

As of October 3, 2010, working capital totaled $22.1 million, including cash and cash equivalents of $49.0 million and inventory of $17.2 million, partially offset by accounts payable of $42.0 million. We believe that our current cash and cash equivalents as well as cash flows from operations will be sufficient to continue our operations and meet our capital needs for the foreseeable future.

Net cash of $19.0 million was used in operating activities for the year to date ended October 3, 2010, compared to net cash used in operating activities of $6.2 million for the year to date ended October 4, 2009. Net payment of payables totaled $34.1 million for the year to date ended October 3, 2010 and $20.0 million for the year to date ended October 4, 2009. In the first quarter, we generally have a significant pay down of our accounts payable balance built up during the fourth quarter holiday season. The volume of sales in the fourth quarter of 2009 was higher than the volume of sales in the fourth quarter of 2008, resulting in a higher net payment of payables in the year to date ended October 3, 2010 compared to the year to date ended October 4, 2009. Working capital used in the payment of accrued liabilities increased to $4.8 million in the year to date ended October 3, 2010 from $1.6 million in the year to date ended October 4, 2009 due primarily to higher employee compensation, credit card interchange and marketing expenses accrued at the end of fiscal year 2009 that were paid in 2010, compared to those expenses accrued at the end of fiscal year 2008 that were paid in 2009.

Net cash of $13.4 million was provided by investing activities for the year to date ended October 3, 2010 primarily related to the maturity of a $15.0 million short-term investment. Net cash of $17.1 million was used in investing activities for the year to date ended October 4, 2009 due to the purchase of the $15.0 million short-term investment and $2.1 million in property and equipment.

Net cash of $23.5 million was used in financing activities for the year to date ended October 3, 2010 related primarily to the repurchase of common stock.

During the year to date ended October 3, 2010, we repurchased 507,101 shares of our common stock for an aggregate purchase price of $25.3 million. On February 9, 2010, our board of directors authorized the repurchase of up to $100 million of the Company’s common stock during the 24-month period following the approval date of such repurchase. As of October 3, 2010, approximately $89.9 million remains under this repurchase authorization. Since the inception of our buyback program in the first quarter of 2005 through October 3, 2010, we have repurchased 4.9 million shares for a total of $186.5 million. The shares may be repurchased from time to time in open market transactions or in negotiated transactions off the market. The timing and amount of any shares repurchased is determined by management based on our evaluation of market conditions and other factors, including our cash needs. Repurchases may also be made under a Rule 10b5-1 plan. We continually assess market conditions, our cash position, operating results, current forecasts and other factors when making decisions about stock repurchases.

Net cash of $1.2 million provided by financing activities for the year to date ended October 4, 2009 related primarily to proceeds from stock option exercises.

We do not carry any long or short-term debt other than trade payables, deferred rent and other short-term liabilities incurred in the ordinary course of business. However, projections of future cash needs and cash flows are subject to many factors and to uncertainty. We continually assess our capital structure and opportunities to obtain credit facilities, sell equity or debt securities, or undertake other transactions for strategic reasons or to further strengthen our financial position.

Contractual Obligations

There have been no material changes to our contractual obligations during the period covered by this report, outside of the ordinary course of business, from those disclosed in our Annual Report on Form 10-K for the year ended January 3, 2010.

Off-Balance Sheet Arrangements

As of October 3, 2010, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company’s exposure to financial market risk results primarily from fluctuations in interest rates and foreign currency exchange rates. There have been no material changes to our market risks as disclosed in our Annual Report on Form 10-K for the year ended January 3, 2010.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

During the quarter ended October 3, 2010, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (collectively, our “certifying officers”), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure. Based on their evaluation, our certifying officers concluded that as of the end of the period covered by this report, these disclosure controls and procedures are effective in the timely recording, processing, summarizing and reporting of material financial and non-financial information and are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended October 3, 2010 that our certifying officers concluded materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

You should carefully consider the risks described below and elsewhere in this report, which could materially and adversely affect our business, results of operations or financial condition. Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may materially affect our business, results of operations, or financial condition. If any of these risks occur, the trading price of our common stock could decline and you may lose all or part of your investment.

We have marked with an asterisk (*) those risks described below that reflect substantive changes from the risks described under Part I, Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2010, as filed with the Securities and Exchange Commission on February 25, 2010.

General economic factors may materially and adversely affect our financial performance and results of operations.*

Our financial performance and results of operations depend significantly on worldwide economic conditions and their impact on consumer spending. Luxury products, such as diamonds and fine jewelry, are discretionary purchases for consumers. Recessionary economic cycles, higher interest rates, higher fuel and energy costs, inflation, levels of unemployment, conditions in the residential real estate and mortgage markets, access to credit, consumer debt levels, unsettled financial markets, and other economic factors that may affect consumer spending or buying habits could materially and adversely affect demand for our products. In addition, the recent turmoil in the financial markets has had and may continue to have an adverse effect on the United States and world economies, which could negatively impact consumer spending patterns for the foreseeable future. Reductions in consumer spending or disposable income may affect us more significantly than companies in other industries and companies with a more diversified product offering. In addition, negative global economic conditions may materially and adversely affect our suppliers’ financial performance, liquidity and access to capital. This may affect their ability to maintain their inventories, production levels and/or product quality, and could cause them to raise prices, lower production levels or cease their operations.

Further, any reduction in our sales will affect our liquidity. As discussed under “Liquidity and Capital Resources” in Part I, Item 2 of this Form 10-Q, our liquidity is primarily dependent upon our net cash from operating activities. Our net cash from operating activities is sensitive to many factors, including changes in working capital. Working capital at any specific point in time is dependent upon many variables, including our operating results, seasonality, inventory management and assortment expansion, the timing of cash receipts and payments, and vendor payment terms.

Although the Company does not anticipate needing additional capital in the near term, financial market disruption may make it difficult for the Company to raise additional capital, when needed, on acceptable terms or at all. The interest rate environment and general economic conditions could also impact the investment income the Company is able to earn on securities it may hold from time to time.

The prices of commodity products upon which we are substantially dependent, such as diamonds, colored gemstones, platinum, gold and silver, are subject to fluctuations arising from changes in supply and demand, competition and market speculation. Rapid and significant changes in commodity prices, particularly diamonds, may materially and adversely affect our sales and profit margins by increasing the prices for our products. Economic factors such as increased shipping costs, inflation, higher costs of labor, insurance and healthcare, and changes in other laws, regulations, and taxes may also increase our cost of sales and our selling, general and administrative expenses, and otherwise adversely affect our financial condition and results of operations.

We expect our quarterly financial results to fluctuate, which may lead to volatility in our stock price.

We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

	•		demand for our products;
	•		the costs to acquire quality diamonds and precious metals;
	•		our ability to attract visitors to our websites and convert those visitors into customers;
	•		general economic conditions, both domestically and globally;
	•		our ability to retain existing customers or encourage repeat purchases;
	•		our ability to manage our product mix and inventory;
	•		wholesale diamond prices;
	•		consumer tastes and preferences for diamonds and fine jewelry;
	•		our ability to manage our operations;
	•		the extent to which we provide for and pay taxes;
	•		stock-based compensation expense as a result of the nature, timing and amount of stock options and restricted stock units granted, the underlying assumptions used in valuing stock options, the estimated rate of stock option and restricted stock unit forfeitures and other factors;
	•		advertising and other marketing costs;
	•		our, or our competitors’ pricing and marketing strategies;
	•		the introduction of competitive websites, products, price decreases or improvements;
	•		conditions or trends in the diamond and fine jewelry industry;
	•		conditions or trends in the Internet and e-commerce industry;
	•		the success of our geographic, service and product line expansions;
	•		foreign exchange rates;
	•		interest rates; and
	•		costs of expanding or enhancing our technology or websites.

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors. In this event, the price of our common stock may decline.

As a result of seasonal fluctuations in our net sales, our quarterly results may fluctuate and could be below expectations.

We have experienced and expect to continue to experience seasonal fluctuations in our net sales. In particular, a disproportionate amount of our net sales has been realized during the fourth quarter as a result of the December holiday season, and we expect this seasonality to continue in the future. Approximately 34%, 29% and 35% of our net sales in the years ended January 3, 2010, January 4, 2009 and December 30, 2007, respectively, were generated during the fourth quarter of each year. In anticipation of increased sales activity during the fourth quarter, we may

incur significant additional expenses, including higher inventory of fine jewelry and additional staffing in our fulfillment and customer support operations. If we experience lower than expected net sales during any fourth quarter, it may have a disproportionately large impact on our operating results and financial condition for that year. Further, we may experience an increase in our net shipping cost due to complimentary upgrades, split-shipments, and additional long-zone shipments necessary to ensure timely delivery for the holiday season. We also experience considerable fluctuations in net sales in periods preceding other annual occasions such as Valentine’s Day and Mother’s Day. In the future, our seasonal sales patterns may become more pronounced, may strain our personnel and fulfillment activities, and may cause a shortfall in net sales as compared with expenses in a given period, which could substantially harm our business and results of operations.

We may not accurately forecast net sales and appropriately plan our expenses.

We may base our current and future expense levels on our operating forecasts and estimates of future net sales. Net sales and operating results are difficult to forecast because they generally depend on the volume and timing of the orders we receive, which are uncertain. Additionally, our business is affected by general economic and business conditions in the U.S. and international markets. A softening in net sales, whether caused by changes in customer preferences or a weakening in the U.S. or global economies, may result in decreased revenue levels. Some of our expenses are fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net sales. This inability could cause our net income in a given quarter to be lower than expected. We also make certain assumptions when forecasting the amount of expense we expect related to our stock-based compensation, which includes the expected volatility of our stock price, the expected life of options granted and the expected rate of stock option and restricted stock unit forfeitures. These assumptions are partly based on historical results. If actual results differ from our estimates, our net income in a given quarter may be lower than expected.

Our failure to acquire quality diamonds and fine jewelry at commercially reasonable prices and lead times would result in higher costs and damage our operating results and competitive position.

Our high quality customer experience depends on our ability to provide expeditious fulfillment of customer orders. If we are unable to acquire quality diamonds and fine jewelry at commercially reasonable prices and lead times, our costs may exceed our forecasts, our gross margins and operating results and customer experience may suffer and our competitive position could be damaged. The success of our business model depends, in part, on our ability to offer quality products to customers at prices that are below those of traditional jewelry retailers. Because of our virtual inventory model, our prices are much more sensitive to rapid fluctuations in the prices of commodities, particularly diamonds, which traditional retailers hold in inventory.

A majority of the world’s supply of rough diamonds is controlled by a small number of diamond mining firms. As a result, any decisions made to restrict the supply of rough diamonds by these firms to our suppliers could substantially impair our ability to acquire diamonds at commercially reasonable prices, if at all. We do not currently have any direct supply relationships with these firms. Our ability to acquire diamonds and fine jewelry is also substantially dependent on our relationships with various suppliers. Approximately 24%, 22% and 22% of our payments to our diamond and fine jewelry suppliers for each of the years ended January 3, 2010, January 4, 2009 and December 30, 2007 were made to our top three suppliers for that year. Our inability to maintain and expand these and other future diamond and fine jewelry supply relationships on commercially reasonable terms or the inability of our current and future suppliers to maintain arrangements for the supply of products sold to us on commercially reasonable terms would substantially harm our business and results of operations. The financial performance and viability of our suppliers are also significantly dependent upon worldwide economic conditions and consumer demand for diamonds and fine jewelry. The failure of any of our principal suppliers to remain financially viable could adversely impact our supply of diamonds and fine jewelry for sale to our customers.

Suppliers and manufacturers of diamonds as well as retailers of diamonds and diamond jewelry are vertically integrated and we expect they will continue to vertically integrate their operations either by developing retail channels for the products they manufacture or acquiring sources of supply, including, without limitation, diamond mining operations. To the extent such vertical integration efforts are successful, some of the fragmentation in the

existing diamond supply chain could be eliminated, our ability to obtain an adequate supply of diamonds and fine jewelry from multiple sources could be limited and our competitors may be able to obtain diamonds at lower prices.

We have foreign exchange risk.

The results of operations of Blue Nile Jewellery, Ltd., our Ireland subsidiary, are exposed to foreign exchange rate fluctuations. Upon translation from foreign currency into U.S. dollars, operating results may differ materially from expectations, and we may record significant gains or losses.

Additionally, we allow customers to purchase our products in 24 foreign currencies. This exposes us to foreign exchange rate fluctuations and we may record significant gains or losses as a result of such fluctuations.

Our failure to meet customer expectations with respect to price would adversely affect our business and results of operations.

Demand for our products has been highly sensitive to pricing changes. Changes in our pricing strategies have had and may continue to have a significant impact on our net sales, gross margins and net income. In the past, we have instituted retail price changes as part of our strategy to stimulate growth in net sales and optimize gross profit. We may institute similar price changes in the future. Such price changes may not result in an increase in net sales or in the optimization of gross profits. In addition, many external factors, including the costs to acquire diamonds and precious metals and our competitors’ pricing and marketing strategies, can significantly impact our pricing strategies. If we fail to meet customer expectations with respect to price in any given period, our business and results of operations would suffer.

We may not succeed in sustaining and promoting the Blue Nile brand, which would prevent us from acquiring customers and increasing our net sales.*

A significant component of our business strategy is the continued establishment and promotion of the Blue Nile brand. Due to the competitive nature of the market for diamonds and fine jewelry, if we do not sustain and promote our brand and branded products, we may fail to build the critical mass of customers required to substantially increase our net sales. Promoting and positioning our brand will depend largely on the success of our marketing and merchandising efforts and our ability to provide a consistent, high quality product and customer experience. To promote our brand and branded products, we have incurred and will continue to incur substantial expenses related to advertising and other marketing efforts.

A critical component of our brand promotion strategy is establishing a relationship of trust with our customers, which we believe can be achieved by providing a high quality customer experience. In order to provide a high quality customer experience, we have invested and will continue to invest substantial amounts of resources in the development and functionality of our multiple websites, technology infrastructure, fulfillment operations and customer service operations. Our ability to provide a high quality customer experience is also dependent, in large part, on external factors over which we may have little or no control, including, without limitation, the reliability and performance of our suppliers, third-party jewelry assemblers, third-party carriers, third party diamond grading labs, and networking vendors. During our peak seasons, we rely on temporary employees to supplement our full-time customer service and fulfillment employees. Temporary employees may not have the same level of commitment to our customers as our full-time employees. If our customers are dissatisfied with the quality of the products or the customer service they receive, or if we are unable to deliver products to our customers in a timely manner or at all, our customers may stop purchasing products from us. We also rely on third parties for information, including product characteristics and availability that we present to consumers on our websites, which may, on occasion, be inaccurate. Our failure to provide our customers with high quality products and high quality customer experiences for any reason could substantially harm our reputation and adversely impact our efforts to develop Blue Nile as a trusted brand. The failure of our brand promotion activities could adversely affect our ability to attract new customers and maintain customer relationships, and, as a result, substantially harm our business and results of operations.

We face significant competition and may be unsuccessful in competing against current and future competitors.

The retail jewelry industry is intensely competitive, and we expect competition in the sale of diamonds and fine jewelry to increase and intensify in the future. Increased competition may result in price pressure, reduced gross margins and loss of market share, any of which could substantially harm our business and results of operations. Furthermore, our competitors may react to falling consumer confidence by reducing their retail prices. Such reduction and/or inventory liquidations can have a short-term adverse effect on our sales. Current and potential competitors include:

	•		independent jewelry stores;
	•		retail jewelry store chains, such as Tiffany & Co.;
	•		online retailers that sell jewelry, such as Amazon.com;
	•		department stores, chain stores and mass retailers, such as Nordstrom and Neiman Marcus;
	•		online auction sites, such as eBay;
	•		catalog and television shopping retailers, such as Home Shopping Network and QVC;
	•		discount superstores and wholesale clubs, such as Wal-Mart and Costco Wholesale; and
	•		Internet shopping clubs, such as Gilt Groupe and Rue La La.

In addition to these competitors, we may face competition from suppliers of our products that decide to sell directly to consumers, either through physical retail outlets or through online stores. We also face competition from entities that make and market synthetic stones and gems to compete in the market for diamonds and diamond jewelry.

Many of our current and potential competitors have advantages over us, including longer operating histories, greater brand recognition, existing customer and supplier relationships, and significantly greater financial, marketing and other resources. In addition, traditional store-based retailers offer consumers the ability to physically handle and examine products in a manner that is not possible over the Internet as well as a more convenient means of returning and exchanging purchased products.

Some of our competitors seeking to establish an online presence may be able to devote substantially more resources to website systems development and exert more leverage over the supply chain for diamonds and fine jewelry than we can. In addition, larger, more established and better capitalized entities may acquire, invest or partner with traditional and online competitors as use of the Internet and other online services increases. Our online competitors may duplicate many of the products, services and content we offer, which could harm our business and results of operations.

If the single facility where substantially all of our computer and communications hardware is located fails, our business, results of operations and financial condition would be harmed.

Our ability to successfully receive and fulfill orders and to provide high quality customer service depends in part on the efficient and uninterrupted operation of our computer and communications systems. Substantially all of the computer hardware necessary to operate our websites is located at a single leased facility. Our systems and operations are vulnerable to damage or interruption from human error, fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, break-ins, earthquake and similar events. We do not presently have redundant systems in multiple locations and our business interruption insurance may be insufficient to compensate us for losses that may occur.

Our systems are vulnerable to security breaches.*

Our technology systems may be breached due to the actions of outside parties, employee error, malfeasance, or otherwise, and, as a result, an unauthorized third party may obtain access to our confidential data or our customers’ data. Additionally, outside parties may attempt to fraudulently induce employees, users, or customers to disclose

sensitive information in order to obtain access to our data or our customers’ data. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the security of our products and services that could potentially have an adverse effect on our business and results of operations. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

If our fulfillment operations are interrupted for any significant period of time, our business and results of operations would be substantially harmed.

Our success depends on our ability to successfully receive and fulfill orders and to promptly and securely deliver our products to our customers. Most of our inventory management, jewelry assembly, packaging, labeling and product return processes are performed in a single fulfillment center located in the United States. We also have a fulfillment facility located in Ireland. These facilities are susceptible to damage or interruption from human error, fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, break-ins, earthquake and similar events. Our business interruption insurance may be insufficient to compensate us for losses that may occur in the event operations at our fulfillment centers are interrupted. Any interruptions in our fulfillment center operations for any significant period of time could damage our reputation and brand and substantially harm our business and results of operations.

We rely on our suppliers, third-party carriers and third-party jewelers as part of our fulfillment process, and these third parties may fail to adequately serve our customers.

We significantly rely on our suppliers to promptly ship us diamonds ordered by our customers. Any failure by our suppliers to sell and ship such products to us in a timely manner will have an adverse effect on our ability to fulfill customer orders and harm our business and results of operations. Our suppliers, in turn, rely on third-party carriers to ship diamonds to us, and in some cases, directly to our customers. We also rely on a limited number of third-party carriers to deliver inventory to us and product shipments to our customers. We and our suppliers are therefore subject to the risks, including employee strikes, inclement weather, power outages, national disasters, rising fuel costs and other financial constraints associated with such carriers’ abilities to provide delivery services to meet our and our suppliers’ shipping needs. In addition, for some customer orders we rely on third-party jewelers to assemble and ship the product. Our suppliers’, third-party carriers’ or third-party jewelers’ failure to deliver high-quality products to us or our customers in a timely manner or to otherwise adequately serve our customers would damage our reputation and brand and substantially harm our business and results of operations.

Our net sales may be negatively affected if we are required to collect taxes on purchases.

We collect sales and/or other taxes related to purchases by customers located in the State of Washington and the State of New York, and certain taxes required to be collected on sales to customers outside of the United States. One or more states or foreign countries have sought and others may seek to impose additional sales or other tax collection obligations on us in the future. A successful assertion by one or more states or foreign countries to require the collection of sales or other taxes on the sale of our products could result in substantial tax liabilities for past sales, discourage customers from purchasing products from us, decrease our competitive advantage, cause us to discontinue certain successful sales and marketing initiatives or otherwise substantially harm our business and results of operations.

While we believe that current law restricts state and local taxing authorities outside the State of Washington from requiring us to collect sales and use taxes from purchasers located within their jurisdictions, taxing authorities outside the State of Washington have, and in the future could, disagree with our interpretation. For example, a number of states, as well as the U.S. Congress, are considering or have adopted various initiatives designed to impose sales, use and other taxes on Internet sales. The successful implementation of any such initiatives could require us to collect sales, use and other taxes from purchasers located in states other than Washington. The imposition by state and local governments of various taxes upon Internet commerce could create administrative burdens for us and could significantly decrease our future net sales.

We rely on the services of our small, specialized workforce and key personnel, many of whom would be difficult to replace.

We rely upon the continued service and performance of key technical, fulfillment and senior management personnel. If we lose any of these personnel, our business could suffer. Competition for qualified personnel in our industry is intense. We believe that our future success will depend on our continued ability to attract, hire and retain key employees. Other than for our Executive Chairman, we do not have “key person” life insurance policies covering any of our employees. In addition, illness, severe adverse weather conditions or natural disasters could impede our ability to service our customers.

We face the risk of theft of our products from inventory or during shipment.

We have experienced and may continue to experience theft of our products while they are being held in our fulfillment centers or during the course of shipment to our customers by third-party shipping carriers. We have taken steps to prevent such theft. However, if security measures fail, losses exceed our insurance coverage or we are not able to maintain insurance at a reasonable cost, we could incur significant losses from theft, which would substantially harm our business and results of operations.

Our failure to protect confidential information of our customers and our network against security breaches could damage our reputation and brand and substantially harm our business and results of operations.

A significant barrier to online commerce and communications is the secure transmission of confidential information over public networks. Our failure to prevent security breaches could damage our reputation and brand and substantially harm our business and results of operations. Currently, a majority of our sales are billed to our customers’ credit card accounts directly. We rely on encryption and authentication technology licensed from third parties to effect secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, human errors, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the technology used by us to protect customer transaction data. In addition, any party who is able to illicitly obtain a user’s password could access the customer’s transaction data. An increasing number of websites and Internet companies have reported breaches of their security. Any such compromise of our security could damage our reputation, business and brand and expose us to a risk of loss or litigation and possible liability, which would substantially harm our business and results of operations. In addition, anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations, damage our computers or those of our users, or otherwise damage our reputation and business. These issues are likely to become more difficult as we expand the number of countries in which we operate. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

Our net sales consist exclusively of diamonds and fine jewelry, and demand for these products could decline.

Our net sales and results of operations are highly dependent on the demand for diamonds and diamond jewelry, particularly engagement rings. Should prevailing consumer tastes for diamonds decline or customs with respect to engagement shift away from the presentation of diamond jewelry, demand for our products would decline and our business and results of operations would be substantially harmed.

The significant cost of diamonds results in part from their scarcity. From time to time, attempts have been made to develop and market synthetic stones and gems to compete in the market for diamonds and diamond jewelry. We expect such efforts to continue in the future. If any such efforts are successful in creating widespread demand for alternative diamond products, demand and price levels for our products would decline and our business and results of operations would be substantially harmed.

In recent years, increased attention has been focused on “conflict” diamonds, which are diamonds extracted from war-torn regions in Africa and sold by rebel forces to fund insurrection. Diamonds are, in some cases, also believed to be used to fund terrorist activities in some regions. We support the Kimberley Process, an international initiative intended to ensure diamonds are not illegally traded to fund conflict. As part of this initiative, we require our diamond suppliers to sign a statement acknowledging compliance with the Kimberley Process, and invoices received for diamonds purchased by us must include a certification from the vendor that the diamonds are conflict free. In addition, we prohibit the use of our business or services for money laundering or terrorist financing in accordance with the USA Patriot Act. Through these and other efforts, we believe that the suppliers from whom we purchase our diamonds exclude conflict diamonds from their inventories. However, we cannot independently determine whether any diamond we offer was extracted from these regions. Current efforts to increase consumer awareness of this issue and encourage legislative response could adversely affect consumer demand for diamonds. Consumer confidence is dependent, in part, on the certification of our diamonds by independent laboratories. A decline in the quality of the certifications provided by these laboratories could adversely impact demand for our products. Additionally, a decline in consumer confidence in the credibility of independent diamond grading certifications could adversely impact demand for our diamond products.

Our fine jewelry offerings must reflect the tastes and preferences of a wide range of consumers whose preferences may change regularly. Our strategy has been to offer primarily what we consider to be classic styles of fine jewelry, but there can be no assurance that these styles will continue to be popular with consumers in the future. If the styles we offer become less popular with consumers and we are not able to adjust our product offerings in a timely manner, our net sales may decline or fail to meet expected levels.

System interruptions that impair customer access to our websites would damage our reputation and brand and substantially harm our business and results of operations.

The satisfactory performance, reliability and availability of our websites, transaction processing systems and network infrastructure are critical to our reputation, our ability to attract and retain customers, and to maintain adequate customer service levels. Any future systems interruptions, downtime or technical difficulties that result in the unavailability of our websites or reduced order fulfillment performance could result in negative publicity, damage our reputation and brand, and cause our business and results of operations to suffer. We may be susceptible to such disruptions in the future. We may also experience temporary system interruptions for a variety of other reasons in the future, including power failures, failures of Internet service and telecommunication providers, software or human errors, or an overwhelming number of visitors trying to reach our websites during periods of strong seasonal demand or promotions. Because we are dependent in part on third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all.

We may be unsuccessful in further expanding our operations internationally.

For the year to date ended October 3, 2010, international net sales represented more than 10% of our total net sales. In 2008 and 2009, we increased our product offerings and marketing and sales efforts throughout Europe, Canada and the Asia-Pacific region, and anticipate continuing to expand our international sales and operations in the future either by expanding local versions of our website for foreign markets or through acquisitions or alliances with third parties. Any international expansion plans we choose to undertake will increase the complexity of our business, require attention from management and other personnel and cause additional strain on our operations, technology systems, financial resources, and our internal financial control and reporting functions. Further, our expansion efforts may be unsuccessful. We have limited experience selling our products in international markets and in conforming to the local cultures, standards or policies necessary to successfully compete in those markets. We cannot be certain that we will be able to expand our global presence if we choose to further expand internationally. In addition, we may have to compete with retailers that have more experience with local markets. Our ability to expand and succeed internationally may also be limited by the demand for our products, the ability to successfully transact in foreign currencies, the ability of our brand to resonate with consumers globally and the adoption of electronic commerce in these markets. Different privacy, censorship and liability standards and regulations, and different intellectual property laws in foreign countries may prohibit expansion into such markets or cause our business and results of operations to suffer.

Our current and future international operations may also fail to succeed due to other risks inherent in foreign operations, including:

	•		the need to develop new supplier and jeweler relationships;
	•		international regulatory requirements, tariffs and duties;
	•		difficulties in staffing and managing foreign operations;
	•		longer payment cycles from credit card companies;
	•		greater difficulty in accounts receivable collection;
	•		our reliance on third-party carriers for product shipments to our customers;
	•		risk of theft of our products during shipment;
	•		limited shipping and insurance options for us and our customers;
	•		potential adverse tax consequences;
	•		foreign currency exchange risk;

	•		lack of infrastructure to adequately conduct electronic commerce transactions or fulfillment operations;
	•		unclear foreign intellectual property protection laws;
	•		laws and regulations related to corporate governance and employee/employer relationships;
	•		price controls or other restrictions on foreign currency;
	•		difficulties in obtaining export, import or other business licensing requirements;
	•		changes in customs and import processes, costs or restrictions;
	•		increased payment risk and greater difficulty addressing credit card fraud;
	•		consumer and data protection laws;
	•		lower levels of adoption or use of the Internet;
	•		geopolitical events, including war and terrorism; and
	•		the need to conduct business in foreign languages on both the website and in our customer service calls.

Our failure to successfully expand and manage our international operations may cause our business and results of operations to suffer.

In order to increase net sales and to sustain or increase profitability, we must attract customers in a cost-effective manner.

Our success depends on our ability to attract customers in a cost-effective manner. We have relationships with providers of online services, search engines, directories and other websites and e-commerce businesses to provide content, advertising banners and other links that direct customers to our websites. We rely on these relationships as significant sources of traffic to our websites. Our agreements with these providers generally have terms of one year or less. If we are unable to develop or maintain these relationships on acceptable terms, our ability to attract new customers would be harmed. In addition, many of the parties with whom we have online-advertising arrangements could provide advertising services to other companies, including retailers with whom we compete. As competition for online advertising has increased, the cost for these services has also increased. A significant increase in the cost of the marketing vehicles upon which we rely could adversely impact our ability to attract customers in a cost-effective manner and harm our business and results of operations.

If we are unable to accurately manage our inventory of fine jewelry, our reputation and results of operations could suffer.

Except for loose diamonds, substantially all of the fine jewelry we sell is from our physical inventory. Changes in consumer tastes for these products subject us to significant inventory risks. The demand for specific products can change between the time we order an item and the date we receive it. If we under-stock one or more of our products, we may not be able to obtain additional units in a timely manner on terms favorable to us, if at all, which would damage our reputation and substantially harm our business and results of operations. In addition, if demand for our products increases over time, we may be forced to increase inventory levels. If one or more of our products does not achieve widespread consumer acceptance, we may be required to take significant inventory markdowns, or may not be able to sell the product at all, which would substantially harm our results of operations.

Our stock price has been volatile historically, and may continue to be volatile. Further, the sale of our common stock by significant stockholders may cause the price of our common stock to decrease.

The trading price of our common stock has been and may continue to be subject to wide fluctuations. Our stock price may fluctuate in response to a number of events and factors, such as quarterly variations in operating results, announcements by us or our competitors, including announcements relating to strategic decisions or key personnel, service disruptions, changes in financial estimates and recommendations by security analysts, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.

In addition, several of our stockholders own significant portions of our common stock. If these stockholders were to sell all or a portion of their holdings of our common stock, the market price of our common stock could be negatively impacted. The effect of such sales, or of significant portions of our stock being offered or made available for sale, could result in strong downward pressure on our stock price. Investors should be aware that they could experience significant short-term volatility in our stock if such stockholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.

Repurchases of our common stock may not prove to be the best use of our cash resources.*

We have and plan to continue to opportunistically repurchase shares of our common stock. Since the inception of our share repurchase program in the first quarter of 2005 through October 3, 2010, we have repurchased 4.9 million shares for a total of $186.5 million. In February 2010, our board of directors authorized the repurchase of up to $100 million of our common stock during the subsequent 24-month period. These repurchases and any repurchases we may make in the future may not prove to be at optimal prices and our use of cash for the stock repurchase program may not prove to be the best use of our cash resources and may adversely impact our future liquidity.

Our cash, cash equivalents and short-term investments are subject to a risk of loss based upon the solvency of the financial institutions in which they are maintained.*

We maintain the majority of our cash, cash equivalents and short-term investments in accounts with major financial institutions within the United States, in the form of demand deposits, money market accounts, time deposits, U.S. Treasury Bills and other short-term investments. Deposits in these institutions may exceed the amounts of insurance provided, or deposits may not at all be covered by insurance. If any of these institutions becomes insolvent, it could substantially harm our financial condition and we may lose some, or all, of such deposits.

Failure to adequately protect or enforce our intellectual property rights could substantially harm our business and results of operations.

We rely on a combination of patent, trademark, trade secret and copyright law, and contractual restrictions to protect our intellectual property. These afford only limited protection. Despite our efforts to protect and enforce our proprietary rights, unauthorized parties have attempted, and may in the future attempt, to copy aspects of our

website features, compilation and functionality or to obtain and use information that we consider as proprietary, such as the technology used to operate our websites, our content and our trademarks. We have registered “Blue Nile,” “bluenile.com,” the BN logo, the Blue Nile BN stylized logo and “Build Your Own Ring” as trademarks in the United States and in certain other countries. Our competitors have, and other competitors may, adopt service names similar to ours, thereby impeding our ability to build brand identity and possibly leading to consumer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term Blue Nile or our other trademarks. Any claims or consumer confusion related to our trademarks could damage our reputation and brand and substantially harm our business and results of operations.

We currently hold the bluenile.com, bluenile.co.uk and bluenile.ca Internet domain names and various other related domain names. Domain names generally are regulated by Internet regulatory bodies. If we lose the ability to use a domain name in a particular country, we would be forced to either incur significant additional expenses to market our products within that country, including the development of a new brand and the creation of new promotional materials and packaging, or elect not to sell products in that country. Either result could substantially harm our business and results of operations. The regulation of domain names in the United States and in foreign countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain the domain names that utilize the name Blue Nile in all of the countries in which we currently or intend to conduct business.

Litigation or proceedings before the U.S. Patent and Trademark Office or similar international regulatory agencies may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets and domain names and to determine the validity and scope of the proprietary rights of others. Any litigation or adverse priority proceeding could result in substantial costs and diversion of resources and could substantially harm our business and results of operations. We sell and intend to increasingly sell our products internationally, and the laws of many countries do not protect our proprietary rights to as great an extent as do the laws of the United States.

The success of our business may depend on our ability to successfully expand our product offerings.

Our ability to significantly increase our net sales and maintain and increase our profitability may depend on our ability to successfully expand our product lines beyond our current offerings. If we offer a new product category that is not accepted by consumers, the Blue Nile brand and reputation could be adversely affected, our net sales may fall short of expectations and we may incur substantial expenses that are not offset by increased net sales. Expansion of our product lines may also strain our management and operational resources.

Assertions by third parties of infringement by us of their intellectual property rights could result in significant costs and substantially harm our business and results of operations.

Third parties have, and may in the future, assert that we have infringed their technology or other intellectual property rights. We cannot predict whether any such assertions or claims arising from such assertions will substantially harm our business and results of operations. If we are forced to defend against any infringement claims, whether they are with or without merit or are determined in our favor, we may face costly litigation, diversion of technical and management personnel, or product shipment delays. Furthermore, the outcome of a dispute may be that we would need to develop non-infringing technology or enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may be unavailable on terms acceptable to us, or at all.

Increased product returns and the failure to accurately predict product returns could substantially harm our business and results of operations.

We generally offer our customers an unconditional 30-day return policy that allows our customers to return most products if they are not satisfied for any reason. We make allowances for product returns in our financial statements based on historical return rates and current economic conditions. Actual merchandise returns are difficult to predict

and may differ from our allowances. Any significant increase in merchandise returns above our allowances would substantially harm our business and results of operations.

Purchasers of diamonds and fine jewelry may not choose to shop online, which would prevent us from growing our business.

The online market for diamonds and fine jewelry is significantly less developed than the online market for books, music, toys and other consumer products. If this market does not gain widespread acceptance, our business may suffer. Our success will depend, in part, on our ability to attract consumers who have historically purchased diamonds and fine jewelry through traditional retailers. Furthermore, we may have to incur significantly higher and more sustained advertising and promotional expenditures or price our products more competitively than we currently anticipate in order to attract additional online consumers to our websites and convert them into purchasing customers. Specific factors that could prevent consumers from purchasing diamonds and fine jewelry from us include:

	•		concerns about buying luxury products such as diamonds and fine jewelry without a physical storefront, face-to-face interaction with sales personnel and the ability to physically handle and examine products;
	•		delivery time associated with Internet orders;
	•		product offerings that do not reflect consumer tastes and preferences;
	•		pricing that does not meet consumer expectations;
	•		concerns about the security of online transactions and the privacy of personal information;
	•		delayed shipments or shipments of incorrect or damaged products;
	•		inconvenience associated with returning or exchanging Internet purchased items; and
	•		usability, functions and features of our websites.

If use of the Internet, particularly with respect to online commerce, does not continue to increase as rapidly as we anticipate, our business and results of operations will be harmed.

Our future net sales and profits are substantially dependent upon the continued growth in the use of the Internet as an effective medium of business and communication by our target customers. Internet use may not continue to develop at historical rates and consumers may not continue to use the Internet and other online services as a medium for commerce. Failures by some online retailers to meet consumer demands could result in consumer reluctance to adopt the Internet as a means for commerce, and thereby damage our reputation and brand and substantially harm our business and results of operations.

In addition, the Internet may not be accepted as a viable long-term commercial marketplace for a number of reasons, including:

	•		actual or perceived lack of security of information or privacy protection;
	•		possible disruptions, computer viruses, spyware, phishing, attacks or other damage to the Internet servers, service providers, network carriers and Internet companies or to users’ computers; and
	•		excessive governmental regulation.

Our success will depend, in large part, upon third parties maintaining the Internet infrastructure to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable Internet access and services. Our business, which relies on a contextually rich website that requires the transmission of substantial secure data, is also significantly dependent upon the availability and adoption of broadband Internet access and other high speed Internet connectivity technologies.

Our failure to address risks associated with payment methods, credit card fraud and other consumer fraud could damage our reputation and brand and may cause our business and results of operations to suffer.

Under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature. We do not currently carry insurance against this risk. To date, we have experienced minimal losses from credit card fraud, but we face the risk of significant losses from this type of fraud as our net sales increase and as we expand internationally. Our failure to adequately control fraudulent credit card transactions could damage our reputation and brand and substantially harm our business and results of operations. Additionally, for certain payment transactions, including credit and debit cards, we pay interchange and other fees. These fees may increase over time, which would raise our operating costs and lower our operating margins.

We rely on our relationship with a third-party consumer credit company to offer financing for the purchase of our products.

The purchase of the diamond and fine jewelry products we sell is a substantial expense for many of our customers. We currently rely on our relationship with a consumer finance company to provide financing to our customers. If we are unable to maintain this or other similar arrangements, we may not be able to offer financing alternatives to our customers, which may reduce demand for our products and substantially harm our business and results of operations.

We may undertake acquisitions to expand our business, which may pose risks to our business and dilute the ownership of our existing stockholders.

A key component of our business strategy includes strengthening our competitive position and refining the customer experience on our websites through internal development. However, from time to time, we may selectively pursue acquisitions of businesses, technologies or services. Integrating any newly acquired businesses, technologies or services may be expensive and time-consuming. To finance any acquisitions, it may be necessary for us to raise additional funds through public or private financings. Additional funds may not be available on terms that are favorable to us, and, in the case of equity financings, would result in dilution to our stockholders. If we do complete any acquisitions, we may be unable to operate such acquired businesses profitably or otherwise implement our strategy successfully. If we are unable to integrate any newly acquired entities or technologies effectively, our business and results of operations could suffer. The time and expense associated with finding suitable and compatible businesses, technologies or services could also disrupt our ongoing business and divert our management’s attention. Future acquisitions by us could also result in large and immediate write-offs or assumptions of debt and contingent liabilities, any of which could substantially harm our business and results of operations. We have no current plans, agreements or commitments with respect to any such acquisitions.

Our failure to rapidly respond to technological change could result in our services or systems becoming obsolete and substantially harm our business and results of operations.

As the Internet and online commerce industries evolve, we may be required to license emerging technologies useful in our business, enhance our existing services, develop new services and technologies that address the increasingly sophisticated and varied needs of our prospective customers and respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis. We may not be able to successfully implement new technologies or adapt our websites, proprietary technologies and transaction-processing systems to customer requirements or emerging industry standards. Our failure to do so would substantially harm our business and results of operations. We may be required to upgrade existing technologies or business applications, or implement new technologies or business applications. Our results of operations may be affected by the timing, effectiveness and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure.

We may have exposure to greater than anticipated tax liabilities.

We are subject to income, payroll, duties and other business taxes in both the United States and foreign jurisdictions. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Our determination of our tax liability is always subject to review by applicable taxing authorities. Any adverse outcome of such a review could have a negative effect on our operating results and financial condition. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made. In addition, the imposition of additional tax obligations on our business by state and local governments could create significant administrative burdens for us, decrease our future sales, and harm our cash flow and operating results.

Government regulation of the Internet and e-commerce is evolving and unfavorable changes could substantially harm our business and results of operations.

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to retailing and online commerce. However, as the Internet becomes increasingly popular, it is possible that laws and regulations may be adopted with respect to the Internet, which may impede the growth of the Internet or other online services. These regulations and laws may cover issues such as taxation, advertising, intellectual property rights, freedom of expression, pricing, restrictions on imports and exports, customs, tariffs, information security, privacy, data protection, content, distribution, electronic contracts and other communications, the provision of online payment services, broadband residential Internet access, and the characteristics and quality of products and services. Further, the growth of online commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online companies to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online company regarding the manner in which personal information is collected from users and provided to third parties. The adoption of additional privacy or consumer protection laws could create uncertainty in Internet usage and reduce the demand for our products and services.

We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, personal property, encryption and other intellectual property issues, taxation, libel, obscenity, qualification to do business, and export or import matters. The vast majority of these laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address these issues could create uncertainty for those conducting online commerce. This uncertainty could reduce demand for our products and services or increase the cost of doing business as a result of litigation costs or increased fulfillment costs and may substantially harm our business and results of operations.

We may need to implement additional finance and accounting systems, procedures and controls as we grow our business and organization and to satisfy new reporting requirements.

As a public reporting company, we are required to comply with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC, including expanded disclosures and accelerated reporting requirements and more complex accounting rules. Compliance with these and other new requirements may increase our costs and require additional management time and resources. We may need to implement additional finance and accounting systems, procedures and controls to satisfy new reporting requirements. If our internal control over financial reporting is determined to be ineffective, investors could lose confidence in the reliability of our internal control over financial reporting, which could adversely affect our stock price.

Our failure to effectively manage the growth in our operations may prevent us from successfully expanding our business.

We have experienced, and in the future may experience, rapid growth in operations, which has placed, and could continue to place, a significant strain on our operations, services, internal controls and other managerial, operational and financial resources. To effectively manage future expansion, we will need to maintain our operational and financial systems and managerial controls and procedures, which include the following processes:

	•		transaction processing and fulfillment;
	•		inventory management;
	•		customer support;
	•		management of multiple supplier relationships;
	•		operational, financial and managerial controls;
	•		reporting procedures;
	•		management of our facilities;
	•		recruitment, training, supervision, retention and management of our employees; and
	•		technology operations.

If we are unable to manage future expansion, our ability to provide a high quality customer experience could be harmed, which would damage our reputation and brand and substantially harm our business and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Below is a summary of stock repurchases during the quarter ended October 3, 2010.

Issuer Purchases of Equity Securities
(Dollars in thousands except per share amounts)

										Total number of				Approximate dollar
										shares purchased as				value of shares that
										part of publicly				may yet be
		Total number of				Average price				announced plans or				purchased under the
Period		shares purchased				paid per share				programs				plans or programs
														(1)
July 5, 2010 through August 1, 2010			2,000			$	45.03				2,000			$	89,855
August 2, 2010 through August 29, 2010			—			$	—				—			$	89,855
August 30, 2010 through October 3, 2010			—			$	—				—			$	89,855
Total shares purchased			2,000								2,000

Item 6. Exhibits

See exhibits listed under the Exhibit Index immediately following page 37.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 9, 2010

Exhibit Index

Exhibit
Number		Description
3.1(1)		Amended and Restated Certificate of Incorporation of Blue Nile, Inc.
3.2(2)		Amended and Restated Bylaws of Blue Nile, Inc.
4.1		Reference is made to Exhibits 3.1 and 3.2.
4.2(3)		Specimen Stock Certificate.
4.3(4)		Amended and Restated Investor Rights Agreement dated June 29, 2001 by and between Blue Nile, Inc. and certain holders of Blue Nile, Inc.’s preferred stock.
10.1(5)*		Offer Letter with Vijay Talwar, dated August 20, 2010.
31.1(5)		Certification of Chief Executive Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2(5)		Certification of Chief Financial Officer, as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1(5)**		Certification of Chief Executive Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
32.2(5)**		Certification of Chief Financial Officer, as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
100.INS		XBRL Instance Document
100.SCH		XBRL Taxonomy Extension Schema Document
100.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
100.LAB		XBRL Taxonomy Extension Label Linkbase Document
100.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
100.DEF		XBRL Taxonomy Extension Definition Linkbase Document