SEC Comment Letter for AMAZON COM (AMZN) — Mar 25, 2008
AMAZON COM INC
Date: March 25, 2008 · CIK: 0001018724 · Accession: 0000000000-08-015475
AI Filing Summary & Sentiment
File numbers found in text: 000-22513
Letter
Mail Stop 3561
March 25, 2008 Jeffrey P. Bezos Chairman, President and Chief Executive Officer Amazon.com, Inc. 1200 12 th Avenue South, Suite 1200 Seattle, Washington 98144-2734 Re: Amazon.com, Inc. Form 10-K for Fiscal Year Ended December 31, 2007 Filed February 11, 2008 File No. 000-22513 Dear Mr. Bezos: We have reviewed your filing and have the following comments. You should comply with the comments in all future filings, as appl icable. Please confirm in writing that you will do so, and also explain to us how you intend to co mply. If you disagree, we will consider your explanation as to why our commen ts are inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. Af ter reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers lis ted at the end of this letter.
Item 1. Business, page 3
Seasonality, page 6
1. Please quantify the extent to which the co mpany’s business is seasonal. See Item 101(c)(1)(v) of Regulation S-K.
Item 1A. Risk Factors, page 8
2. We note in the introductory paragraph to your risk factors section you state that the risks disclosed may not be the only ones you face. You must disclose all risks
Jeffrey P. Bezos Amazon.com, Inc. March 25, 2008 Page 2 that you believe are material at this time. Please dele te this language from your introductory paragraph. Item 9A. Controls a nd Procedures, page 77
3. We note your statement that a “control system, no matter how well designed and operated, … can provide only reas onable, not absolute, assurance that its objectives will be met.” Please revise to state clearly, if true, that your disclosure controls and procedures and internal contro l over financial reporting are designed to provide reasonable assurance of achieving their object ives and that your principal executive officer and principal financia l officer concluded that your disclosure controls and procedures and internal contro l over financial reporting are effective at that reasonable assurance level. In the alternative, remove th e reference to the level of assurance of your disclosure controls and procedures. Pleas e refer to Section II.F.4 of Management’s Reports on Internal Control Over Financial Re porting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Releas e No. 33-8238, available on our website at <http://www.sec.gov/rules/final/33-8238.htm >.
*****
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your respon ses to our comments and provides any requested information. Detailed letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of the disclosures they have made. In connection with responding to our comment s, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
Jeffrey P. Bezos Amazon.com, Inc. March 25, 2008 Page 3 In addition, please be advi sed that the Division of En forcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filings or in response to our comments on your filings. Please contact Blair Petrillo, Staff Attorne y, at (202) 551-3550, Ellie Quarles, Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with any questions.
Sincerely,
H. Christopher Owings Assistant Director
Show Raw Text
Mail Stop 3561
March 25, 2008 Jeffrey P. Bezos Chairman, President and Chief Executive Officer Amazon.com, Inc. 1200 12
th Avenue South, Suite 1200
Seattle, Washington 98144-2734
Re: Amazon.com, Inc.
Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 11, 2008 File No. 000-22513
Dear Mr. Bezos:
We have reviewed your filing and have the following comments. You should comply with the comments in all future filings, as appl icable. Please confirm in writing that you will do
so, and also explain to us how you intend to co mply. If you disagree, we will consider your
explanation as to why our commen ts are inapplicable or a revision is unnecessary. Please be as
detailed as necessary in your explanation. Af ter reviewing this information, we may raise
additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings. We look forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect of our review. Feel free to
call us at the telephone numbers lis ted at the end of this letter.
Item 1. Business, page 3
Seasonality, page 6
1. Please quantify the extent to which the co mpany’s business is seasonal. See Item
101(c)(1)(v) of Regulation S-K.
Item 1A. Risk Factors, page 8
2. We note in the introductory paragraph to your risk factors section you state that
the risks disclosed may not be the only ones you face. You must disclose all risks
Jeffrey P. Bezos
Amazon.com, Inc. March 25, 2008
Page 2
that you believe are material at this time. Please dele te this language from your
introductory paragraph.
Item 9A. Controls a nd Procedures, page 77
3. We note your statement that a “control system, no matter how well designed and
operated, … can provide only reas onable, not absolute, assurance that its objectives will
be met.” Please revise to state clearly, if true, that your disclosure controls and
procedures and internal contro l over financial reporting are designed to provide
reasonable assurance of achieving their object ives and that your principal executive
officer and principal financia l officer concluded that your disclosure controls and
procedures and internal contro l over financial reporting are effective at that reasonable
assurance level. In the alternative, remove th e reference to the level of assurance of your
disclosure controls and procedures. Pleas e refer to Section II.F.4 of Management’s
Reports on Internal Control Over Financial Re porting and Certification of Disclosure in
Exchange Act Periodic Reports, SEC Releas e No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm >.
*****
Please respond to these comments within 10 business days or tell us when you will
provide us with a response. Please furnish a letter that keys your respon ses to our comments and
provides any requested information. Detailed letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings include all information required under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they ar e responsible for the adequacy and accuracy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
Jeffrey P. Bezos
Amazon.com, Inc. March 25, 2008 Page 3
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please contact Blair Petrillo, Staff Attorne y, at (202) 551-3550, Ellie Quarles, Special
Counsel, at (202) 551-3238 or me at (202) 551-3720 with any questions.
Sincerely,
H. Christopher Owings Assistant Director