SecProbe.io

Mail Stop 3561
June 29 , 2016

Jeffrey P. Bezos
President , Chief Executive Officer and Chairman of the Board
Amazon.com, Inc.
410 Terry Avenue North
Seattle, Washington 98109

Re: Amazon.com, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2015
Filed January 29,  2016
File No. 0-22513

Dear Mr. Bezos :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply t o your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Business

Consumers, page 3

1. We note your public announcements regarding the launch of Amazon Bus iness and Fire
phone in 2015, as well as the apparent success of Amazon Echo.   Please tell us why
descriptions of the status of these products or services were not included in your
disclosure here.   Refer to Item 101(c)(1)(ii) of Regulation S -K.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 24

2. We note the disclosure in your fourth quarter 2015 earnings call transcript and your
reference to “worldwide active customer accounts” which grew to 304 million or 280
million, excluding customers who had free orders, compared to 254 million in the

Jeffrey P. Bezos
Amazon.com, Inc.
June 29 , 2016
Page 2

 compara ble prior year period, and your reference to “worldwide paid Prime members”
which increased 51% year -over-year.  Please tell us what consideration you gave to
providing a discussion and analysis of how the foregoing metrics contributed to the
increase in r evenues and any known trends or uncertainties that you reasonably expect
will have a materially favorable or unfavorable impact on your operating results and
financial condition .  Refer to Item 303(a)(3)(ii) and (iii) of Regulation S -K.

3. We note your dis closure in your fourth quarter 2015 earnings call transcript that you
added 722 new features and services to AWS and that you reduced the price of certain
services for the 51 st time since the launch of the segment.   Considering that AWS sales
increased 70%  in 2015, please tell us what consideration you gave to providing a
discussion and analysis, including quantification, of how these increased features/services
and continued price reductions contributed to your increase in revenues, and to what
extent incr easing AWS features/services and reducing prices constitute trends that impact
your operating results and financial condition.   Refer to Item 303(a)(3)(ii) and (iii) of
Regulation S -K.

Note 1 – Description of Business and Accounting Policies

Principles  of Consolidation,  page 43

4. We note you consolidate entities in which you have a variable interest and of which you
are the primary beneficiary.  Please tell us what consideration you gave to disclosing the
information required by ASC 810 -10-50-2AA regardi ng your involvement with variable
interest entities , the information required by ASC 810 -10-50-3 with respect to variable
interest entities you consolidate as the primary beneficiary and the information required
by ASC 810 -10-50-4 with respect to variable interest entities you do not consolidate
because you ar e not the primary beneficiary.

Investments, page 48

5. Please provide us with your income significance test for each year supporting your
determination that the financial statements of LivingSocial ar e not required to be filed
pursuant to Rule 3 -09 of Regulation S -X.

Note 11 – Segment Information, page 67

6. We note that products and services included in the Media and Electronics and other
general merchandise categories disclosed in the table of net s ales by product and service
category on page 68 include a wide -array of products and services.  For example, it
appears that the Media category includes net sales of books, music, video games and
software and digital downloads and that the Electronics and other general merchandise
category includes electronics and computer, home and garden, health and beauty, toys,
grocery, kids and baby clothing, shoes, jewelry, sports and outdoor, tools, and auto and

Jeffrey P. Bezos
Amazon.com, Inc.
June 29 , 2016
Page 3

 industrial products and digital devices.  We also under stand that service sales include
commissions related to third -party sales on your websites and other services including
compute, storage and database offerings, fulfillment (“FBA”), publishing, digital content
subscriptions, and Prime membership fees.  Ple ase provide us with your analysis of the
similarity of products and services included in each of the Media and Electronics and
other general merchandise categories under ASC 280 -10-50-40.  In doing so, please
address the following:

 It appears that you cla ssified third -party seller fees, including commissions, FBA services
and other net sales of services in product sales categories.  Please clarify for us how these
are reflected in the existing disclosure of revenues by products and services.  Explain
why y ou believe that these are similar to the products and services included in the
respective categories.

 Please tell us how Prime membership revenues are classified in the existing disclosure.
We note from your fourth quarter earnings conference call that P rime memberships have
grown 51% year over year.  Tell us how you considered the growth in this part of your
business in evaluating whether these are similar to other products and services.

 Please explain to us what factors you considered in concluding that the products and
services in each of the media and electronics and other general merchandise categories
are similar.  Discuss how you considered quantitative aspects such as margins and growth
rates in your analysis.

We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in po ssession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written 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 comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Jeffrey P. Bezos
Amazon.com, Inc.
June 29 , 2016
Page 4

 You may contact Yolanda Guobadia at (202) 551 -3562 or me at (202) 551 -3344 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Michael Kennedy  at (202) 551 -3832  or Lilyanna Peyser  at (202) 551 -3222  with any
other questions.

Sincerely,

 /s/ Jim Allegretto for

 William  H. Thompson
Accounting B ranch Chief
Office of Consumer Products