SecProbe.io

Mail Stop 3561

January 22, 2018

Jeffrey P. Bezos
Chairman and Chief Executive Officer
Amazon.com, Inc.
410 Terry Avenue North
Seattle, Washington 98109 -5210

Re:      Amazon.com, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2016
Response Dated December 21 , 2017
File No. 0-22513

Dear Mr. Bezos :

We have reviewed your December 21, 2017  response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to th is comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to th is comment, we may have additional co mments.
Unless we note otherwise, our references to prior comments are to comments in our November
24, 2017  letter.

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Accounting Policies

Technology and Content, page 43

1. We have reviewed your response to comment 2.  You state “ [b]ecause of our relentless
focus on innovation, we do not believe that separate disclosure of the costs associated
with activities of the type set forth in ASC 730 -10-55-1 would be material to an
understanding of the business.”  You also state “ [w]e believe that providing a metric that
is narrowly defined by the activities set forth in ASC 730 -10-55-1 and not used by
management because it is considered to be incomplete would fail to meet the objective  of

Jeffrey P. Bezos
Amazon.com, Inc.
January 22, 2018
Page 2

 being useful information in the context of [y]our operations.”  Please address the
following:

 Whether research and development costs, as defined in ASC 730 -10-55-1, are
quantitatively material, and if so, why research and development costs are not
material from a qualitative perspective given that true R&D costs have some
future benefit not characteristic of a typical expense;

 Whether you are able to reasonably identify or estimate research and development
costs.  If you are unable to identify or esti mate research and development costs,
please explain in detail the reasons for your inability;

 Whether you are able to separately quantify technology from content costs and
whether technology or content costs houses the majority of ASC 730 -10-55-1
type research and development costs, and if not, the reasons for your answer. In
this regard, please su pplementally provide a description of the top 5 components
of technology costs and content costs.  Please tailor your description for the
uninitiated; and

 Whether you are able to discuss the trends in each of the components (research
and development costs , other technology costs and content costs) of technology
and content costs in management’s discussion and analysis of results of
operations.

Lastly, if true, we believe that you should clearly disclose that you are unable to capture
research and developm ent costs as set forth in ASC 730 -10-55-1 including the reasons for
your inability.

You may contact  Ta Tanisha Meadows, Staff Accountant  at (202) 551 -3322 or William
Thompson at (202) 551 -3344 if you have questions regarding comments on the financial
statements and r elated matters.  Please contact Danilo Castelli, Staff Attorney  at (202) 551 -6521
or me at (202) 551 -3720  with any other questions.

Sincerely,

/s/ Mara L. Ransom

Mara L. Ransom
Assistant Director
Office of Consumer Products

cc:  Shelley Reynolds , Vice President and Worldwide Controller