SecProbe.io

May 31, 2011
 Via E-mail

Shelly Reynolds Vice President, Worldwide Controller , and Principal Accounting Officer
Amazon.com, Inc. 410 Terry Avenue North Seattle, Washington 98109-5210
Re: Amazon.com, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed January 28, 2011 File No. 0-22513

Dear Ms. Reynolds:
 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  In  some of our comments, we may ask you to
provide us with information so we ma y better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for Fiscal Year Ended December 31, 2010

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 19
  Liquidity and Capital Resources, page 23

 1. Reference is made to your disclosure in th e second paragraph on page  23.  Please tell us
your consideration of disclosing that you will need to accrue and pay income taxes if you
repatriate cash, cash equivalents, and market able securities balances held by foreign
subsidiaries and whether or not you in tend to repatriate such funds.

Shelly Reynolds Amazon.com, Inc. May 31, 2011 Page 2

Results of Operations, page 25

Income Taxes, page 31
 2. We note that a substantial am ount of your earnings are derive d from subsidiaries outside
the U.S. in jurisdictions where your effective tax rate is lower than in the U.S.  Please
refer Item 303(a)(3)(i) of Re gulation S-K and tell us your co nsideration of disclosing any
country or countries in which foreign earnings are taxed at substantially lower rates and
the related earnings.
 Item 8.  Financial Statements and Supplementary Data, page 35

 Notes to Consolidated Financial Statements, page 41

 Note 1 – Description of Business and Accounting Policies, page 41

 Recent Accounting Pronouncements, page 48

 3. Reference is made to your prospective a doption of ASC 2009-13 on January 1, 2010 and
the resulting accounting policy for sales your Kindle e-reader.  Please refer ASC 605-25-
50-2e and tell us your consider ation of disclosing the si gnificant factors, inputs,
assumptions and methods used to determine estimated selling price for the significant deliverables.
 Note 3 – Fixed Assets, page 50

 4. Reference is made to your disclosure in th e second paragraph on page  51.  Please tell us
the specific authoritative literature you appl y in determining whether or not buildings
under built-to-suit arrangements, in which you ha ve a significant investment in tenant
improvements, qualify for sales recogn ition under the sale-leaseback accounting
guidance.
 Note 6 – Commitments and Contingencies, page 55

 Other Contingencies, page 59

 5. Please tell us your considerati on of disclosing an estimate of  the reasonably possible loss
or range of the reasonable possible loss or a statement that such an estimate cannot be
made.  Refer to ASC 450-20-50.  In addition, plea se tell us when the State of Texas sales
tax contingency arose, when the contingency was initially disclosed in the notes to the
financial statements and why disclosure prio r to such date was not required by ASC 450-
20-50.

Shelly Reynolds Amazon.com, Inc. May 31, 2011 Page 3

Note 10 – Segment Information, page 64

 6. Please tell us in detail (i) the operating segm ents you have identified in accordance with
ASC 280-10-50-1 through 50-9, (ii)  the factors used to iden tify reportable segments and
(iii) the basis for aggregating identified operating segments in to two reportable segments
given the aggregation criteria in ASC 280- 10-50-11 and quantitative thresholds in ASC
280-10-50-12.  Please also tell us whether di screte operating results for your Kindle e-
reader product line is available and incl uded in the information/reports regularly
reviewed by your chief operating decisi on maker and whether the Kindle e-reader
product line is a component, including the facts and circumstances supporting your
determination.  In addition, please refer to ASC 280-10-50-21 and tell us your
consideration of disclosing the factors used to identify repor table segments, including the
basis of organization and whether operati ng segments have been aggregated.
 7. Please tell us your consideration of disclo sing total expenditures for additions to long-
lived assets.  Refer to ASC 280-10-50-25.
 8. Please tell us your considerati on of disclosing revenues from external customers for each
product and service or each group of similar pr oducts and services, such as the Kindle e-
reader, or disclosing that provi ding this information is impracticable.  Refer to ASC 280-
10-50-40.
 Item 15.  Exhibits, Financial Statement Schedules, page 70

 9. Reference is made to your disclosure in th e fifth paragraph on page 42 regarding the
allowance for doubtful accounts, the second fu ll paragraph on page 45 regarding the
income tax valuation allowance, the sec ond paragraph on page 46 regarding the sales
return allowance and the fourth paragra ph on page 46 regardi ng the allowance for
estimated commission refunds.  Please refer to  Rule 5-04 of Regulation S-X and tell us
your consideration of disclosing activity w ithin these accounts in Schedule II as
prescribed by Rule 12-09 of Regulation S-X.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Shelly Reynolds Amazon.com, Inc. May 31, 2011 Page 4

 • 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Adam Phippen at (202) 551- 3336 or me at (202) 551-3344 if you have
questions regarding our comment s or any other questions.

Sincerely,
    /s/ William H. Thompson
 William H. Thompson Accounting Branch Chief