SEC Comment Letter for AMAZON COM (AMZN) — Apr 18, 2012
AMAZON COM INC
Date: April 18, 2012 · CIK: 0001018724 · Accession: 0000000000-12-019757
AI Filing Summary & Sentiment
Referenced dates: March 12, 2012
Letter
April 18, 2012 Via E-mail Shelly Reynolds Vice President and Worldwide Controller Amazon.com, Inc. 410 Terry Avenue North Seattle, Washington 98109-5210 Re: Amazon.com, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed February 1, 2012 Response dated April 9, 2012 File No. 0-22513
Dear Ms. Reynolds: We have reviewed your response dated Apr il 9, 2012 and have the following additional comments. In some of our comments, we may ask you to provide us with information so we may 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. Item 1A. Risk Factors, page 5
We Could Be Harmed by Data Loss or Other Security Breaches, page 10
1. We note your response to comment one in our letter dated March 12, 2012. In order to place the risks described in this risk factor in appropriate context, in future filings please expand this risk factor to disclose that you have experienced cyber attacks and breaches.
2. We note your response to comment two in our letter dated March 12, 2012. In future filings please expand your risk factor disc losure to describe how the third-party technology and systems you describe in your response fit into your business operations and confirm that the risks presented by your reliance on the thir d-party technology and systems are not distinct from the risks described in the first sentence of your risk factor or revise your risk factor to disc lose any distinct risks.
Shelly Reynolds Amazon.com, Inc. April 18, 2012 Page 2
Item 8. Financial Statements and Supplementary Data, page 34
Consolidated Statements of Operations, page 37
3. We reviewed your response to comment six in our letter dated March 12, 2012. Please tell us how outbound shipping charges related to commissions and service fees earned from seller services are classified. Please al so tell us your consideration of presenting these shipping charges as a separate cost of se rvices line item. Refer to Rule 5-03(b)2 of Regulation S-X. You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202) 551-3344 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Leslie, Staff Attorney, at (202) 551-3876 or Catherine Brown, Staff Attorney, at (202) 551-3513 if you have que stions regarding any other comments.
Sincerely,
/s/ William H. Thompson
William H. Thompson
Accounting Branch Chief
cc: Michelle Wilson General Counsel
Show Raw Text
April 18, 2012
Via E-mail
Shelly Reynolds Vice President and Worldwide Controller Amazon.com, Inc. 410 Terry Avenue North Seattle, Washington 98109-5210
Re: Amazon.com, Inc.
Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 1, 2012 Response dated April 9, 2012 File No. 0-22513
Dear Ms. Reynolds:
We have reviewed your response dated Apr il 9, 2012 and have the following additional
comments. In some of our comments, we may ask you to provide us with information so we may 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.
Item 1A. Risk Factors, page 5
We Could Be Harmed by Data Loss or Other Security Breaches, page 10
1. We note your response to comment one in our letter dated March 12, 2012. In order to
place the risks described in this risk factor in appropriate context, in future filings please
expand this risk factor to disclose that you have experienced cyber attacks and breaches.
2. We note your response to comment two in our letter dated March 12, 2012. In future
filings please expand your risk factor disc losure to describe how the third-party
technology and systems you describe in your response fit into your business operations
and confirm that the risks presented by your reliance on the thir d-party technology and
systems are not distinct from the risks described in the first sentence of your risk factor or
revise your risk factor to disc lose any distinct risks.
Shelly Reynolds Amazon.com, Inc. April 18, 2012 Page 2
Item 8. Financial Statements and Supplementary Data, page 34
Consolidated Statements of Operations, page 37
3. We reviewed your response to comment six in our letter dated March 12, 2012. Please
tell us how outbound shipping charges related to commissions and service fees earned
from seller services are classified. Please al so tell us your consideration of presenting
these shipping charges as a separate cost of se rvices line item. Refer to Rule 5-03(b)2 of
Regulation S-X. You may contact Adam Phippe n, Staff Accountant, at ( 202) 551-3336 or me at (202)
551-3344 if you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Leslie, Staff Attorney, at (202) 551-3876 or Catherine Brown,
Staff Attorney, at (202) 551-3513 if you have que stions regarding any other comments.
Sincerely,
/s/ William H. Thompson
William H. Thompson
Accounting Branch Chief
cc: Michelle Wilson General Counsel