BULKY DOCUMENTS
`
`(Exceeds 100 pages)
`
`Filed:
`
`7[19[2011
`
`Title: DECLARATION OF STEPHENIE H. BALD AND
`
`EXHIBITS.
`
`Par:
`
`3 of
`
`31
`
`
`
`

`
`
`
`Table of Contents
`
`NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
`
`AMAZON.COM, INC.
`
`Net sales (2)
`Gross profit
`Income before income taxes
`Provision for income taxes
`Net income
`Basic earnings per share
`Diluted earnings per share
`Shares used in computation of earnings per share:
`Basic
`Diluted
`
`Fourth
`Quarter
`$6,704
`1,348
`302
`79
`225
`$ 0.52
`$ 0.52
`
`Year Ended December 31, 2008 £12
`Third
`Secand
`Quarter
`Quarter
`$4,264
`$4,063
`999
`967
`182
`208
`59
`46
`118
`158
`$ 0.28
`$ 0.38
`$ 0.27
`$ 0.37
`
`First
`Quarter
`$4,135
`956
`207
`62
`143
`$ 0.34
`$ 0.34
`
`428
`436
`
`427
`436
`
`420
`430
`
`417
`426
`
`(1)
`
`(2)
`
`The sum of quarterly amounts, including per share amounts, may not equal amounts reported for year-to-date periods. This is due to the effects of
`rounding and changes in the number of weighted-average shares outstanding for each period.
`Our year-over-year revenue growth was 36% for the first three quarters of 2008. For Q4 2008, our quarterly revenue growth rates declined to 18%,
`driven primarily by decreased consumer demand following disruptions in the global financial markets and changes in foreign exchange rates
`(excluding the $320 million unfavorable impact from year-over-year changes in foreign exchange rates throughout the fourth quarter, net sales -would
`have grown 24% compared with Q4 2007).
`
`72
`
`

`
`
`
`Table of Contents
`
`Item 9. Changes in and Disagreements with Accountants 0n Accounting and Financial Disclosure
`None.
`
`Item 9A. Controls and Procedures
`
`Evaluation ofDisclosure Controls and Procedures
`We carried out an evaluation required by the 1934 Act, under the supervision and with the participation of our principal executive officer and principal
`financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule l3a-l5(e) of the 1934 Act, as
`of December 31, 2009. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2009, our
`disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file
`or submit under the 1934 Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and fomis and to provide
`reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal
`financial officer, as appropriate to allow timely decisions regarding required disclosures.
`
`Management ‘s Report on Internal Control over Financial Reporting
`
`Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule l3a-l5(f) of the
`1934 Act. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2009 based on criteria established
`in lntemal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this
`'
`assessment, management concluded that, as of December 31, 2009, our internal control over financial reporting was effective in providing reasonable
`assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
`accepted accounting principles. Ernst & Young has independently assessed the effectiveness of our internal control over financial reporting and its report is
`included below.
`-
`
`Changes in Internal Control Over Financial Reporting
`
`There were no changes in our internal control over financial reporting during the quarter ended December 31, 2009 that materially affected, or are
`reasonably likely to materially affect, our internal control over financial reporting.
`'
`
`Limitations on Controls
`
`Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their
`objectives as specified above. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial
`reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and
`can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that
`misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
`73
`
`

`
`
`
`Table of fontents
`
`Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
`
`The Board of Directors and Stockholders
`Amazon.com, Inc.
`
`We have audited Amazon.com, Inc.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal
`Control—lntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Amazon.com,
`lnc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
`control over financial reporting included in the accompanying Management’s Report on lntemal Control over Financial Reporting. Our responsibility is to
`express an opinion on the Company’s internal control over financial reporting based on our audit.
`
`We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
`require that we plan and perfonn the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
`all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
`exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and perfonning such other procedures as
`we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
`
`A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
`reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company‘s
`internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
`accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
`necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
`company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
`regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
`financial statements.
`
`Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
`evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
`of compliance with the policies or procedures may deteriorate.
`
`in our opinion, Amazon.com, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009,
`based on the C_OSO criteria.
`‘
`
`We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance
`sheets of Amazon.com, Inc. as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows
`for each of the three years in the period ended December 31, 2009 of Amazon.com, Inc. and our report dated January 28, 2010 expressed an unqualified
`opinion thereon.
`
`/s/ Ernst & Young LLP
`
`Seattle, Washington
`January 28, 2010
`
`

`
`
`
`Table of Contents
`
`. Otherlnformation
`Item 98.
`None.
`
`PART [II
`
`Item 10.
`
`Directors, Executive Officers and Corporate Governance
`
`Information regarding our Executive Officers required by Item 10 of Part III is set forth in Item I of Part I “Business-Executive Officers and
`Directors.” Information required by Item 10 of Part III regarding our Directors and any material changes to the process by which security holders may
`recommend nominees to the Board of Directors is included in our Proxy Statement relating to our 2010 Annual Meeting of Shareholders, and is incorporated
`herein by reference. Information relating to our Code of Business Conduct and Ethics and to compliance with Section 16(a) of the 1934 Act is set forth in
`our Proxy Statement relating to our 2010 Annual Meeting of Shareholders and is incorporated herein by reference. To the extent permissible under Nasdaq
`rules, we intend to disclose amendments to our Code of Business Conduct and Ethics, as well as waivers of the provisions thereof, on our investor relations
`website under the heading “Corporate Governance” at www.amazon.com/ir.
`
`Executive Compensation
`Item 11.
`lnforrnation required by Item 11 of Part III is included in our Proxy Statement relating to our 2010 Annual Meeting of Shareholders and is
`incorporated herein by reference.
`
`Item 12.
`
`Security Ownership ofCertain Beneficial Owners and Management and Related Shareholder Matters
`
`Infonnation required by Item 12 of Part III is included in our Proxy Statement relating to our 2010 Annual Meeting of Shareholders and is
`incorporated herein by reference.
`
`Item 13.
`
`Certain Relationships and Related Transactions
`
`Information required by Item 13 of Part III is included in our Proxy Statement relating to our 2010 Annual Meeting of Shareholders and is
`incorporated herein by reference.
`
`Item 14.
`
`Principal Accountant Fees and Services
`
`Info_rmation required by Item 14 of Part III is included in our Proxy Statement relating our 2010 Annual Meeting of Shareholders and is incorporated
`herein by reference.
`‘
`'
`
`Item 15.
`
`Exhibits, Financial Statement Schedules
`
`(a) List ofDocuments Filed as a Part of This Report:
`(1) Index to Consolidated Financial Statements:
`
`PART IV
`
`Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
`Consolidated Statements of Cash Flows for each of the three years ended December 31, 2009
`
`Consolidated Statements of Operations for each of the three years ended December 31, 2009
`75
`
`

`
`
`
`Table of Contents
`
`Consolidated Balance Sheets as of December 31, 2009 and 2008
`Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, 2009
`Notes to Consolidated Financial Statements
`
`Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
`
`'
`(2) Index to Exhibits
`See exhibits listed under the Exhibit lndex below.
`
`

`
`
`
`Table of Contents
`
`SIGNATURES
`
`Pursuant to the requirements of Section l3 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on
`its behalf by the undersigned, thereunto duly authorized, as of January 28, 2010.
`
`AMAZON.COM,_ INC.
`
`By:
`
`JEFFREY P. BEzos
`/s/
`Jeffrey P. Bezos
`President, Chief Executive Officer
`and Chairman of the Board
`
`Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
`registrant and in the capacities indicated as of January 28, 2010.
`
`/s/
`
`Signature
`JEFFREY P. Brazos
`Jeffrey P- Buns
`
`/s/
`
`/s/
`
`THOMAS J. SzI<urAI<
`Ihomaa J. Szkutak
`
`SHELLEY REYNOLDS
`Shelley Reynolds
`
`/s/ ToM A. ALBERG
`Tom A. Alberg
`
`Title
`Chairman of the Board, President and Chief Executive Officer (Principal
`Executive Officer)
`
`Senior Vice President and Chief Financial Officer (Principal Financial Officer)
`
`Vice President, Worldwide Controller
`(Principal Accounting Officer)
`
`Director
`
`
`JOHN SEELY BROWN/s/ Director
`
`John Seely Brown
`
`
`/s/ L. JoHN DOERR
`L. John Doerr
`
`
`/s/ WILLIAM B. GORDON
`William B. Cordon
`
`
`/s/ ALAIN MoNIE
`Allin Munié
`
`
`/s/
`THOMAS O. RYDER
`Thomas O. Ryder
`'
`
`/s/
`
`PATRICIA Q. STONESIFER
`Patricia Q. Stonexifer
`
`Director
`
`Director
`
`Director
`
`Director
`
`'
`
`Director
`
`77
`
`

`
`
`
`Table of Contents
`
`Exhibit
`Number
`
`3.1
`
`3.2
`
`4.1
`
`4.2
`
`10.11
`
`. 10.21
`
`10.31
`
`10.41
`
`10.51
`
`10.61‘
`
`10.71
`
`10.8T
`
`10.91
`
`10.101
`
`10.11
`
`12.1
`
`21.1
`
`23.1
`
`31.1
`
`31.2
`
`EXHIBIT INDEX
`
`Description
`
`Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Quarterly Report on Fonn 10-Q for
`the Quarter ended March 31, 2000).
`‘
`
`Restated Bylaws of the Company (incorporated by reference to the Company’s Current Report on Form 8-K, filed February 18, 2009).
`
`Indenture, dated as of February 16, 2000, between Amazon.com, Inc. and the Bank of New York, as trustee (incorporated by reference to
`the Company’s Current Report on Form 8-K dated February 16, 2000).
`
`Fonn of 67/3% Convertible Subordinated Notes due 2010 (incorporated by reference to the Company’s Current Report on Form 8-K dated
`February 28, 2000).
`
`1997 Stock Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A, filed with the
`Securities and Exchange Commission on March 29, 2000).
`
`1999 Non-Officer Employee Stock Option Plan (incorporated by reference to the Company’s Registration Statement on Form S-8
`(Registration No. 333-74419) filed March 15, 1999).
`
`Offer Letter of Employment to Thomas J. Szkutak, dated August 26, 2002 (incorporated by reference to the Company’s Annual Report on
`Form l0-K for the Year Ended December 31, 2002).
`
`Offer Letter of Employment to Diego Piacentini, dated January 17, 2000 (incorporated by reference to the Company’s Annual Report on
`Fonn 10-K for the Year Ended December 31, 2000).
`
`Offer Letter of Employment to Shelley Reynolds, dated January 1 1, 2006.
`
`Offer Letter of Employment to Sebastian J. Gunningham, dated January 29, 2007 (incorporated by reference to the Company’s Annual
`Report on Form 10-K for the Year Ended December 31, 2007).
`
`Fonn of Indemnification Agreement between the Company and each of its Directors (incorporated by reference to the Company’s
`Registration Statement on Fomi S-1 (Registration No. 333-23795) filed March 24, 1997).
`
`Form of Restricted Stock Unit Agreement for Officers and Employees (incorporated by reference to the Company’s Annual Report on
`Form 10-K for the Year Ended December 31, 2002).
`‘
`
`Form of Restricted Stock Unit Agreement for Directors (incorporated by reference to the Company’s Annual Report on Form l0-K for the 1
`Year Ended December 31, 2002).
`
`Form of Restricted Stock Agreement (incorporated by reference to the Company’s Annual Report on Fonn 10-K for the Year Ended
`December 31, 2001).
`~
`
`Agreement and Plan of Merger, dated July 22, 2009, among Amazon.com, lnc., Zeta Acquisition, lnc., Zappos.com, Inc. and Alfred Lin
`(incorporated by reference to the Company’s Current Report on Form 8-K, filed July 24, 2009).
`
`Computation of Ratio of Earnings to Fixed Charges.
`
`List of Significant Subsidiaries.
`
`Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
`
`Certification of Jeffrey P. Bezos, Chairman and Chief Executive Officer of Amazon.com, lnc., pursuant to Rule 13a-14(a) under the
`Securities Exchange Act of 1934.
`
`Certification of Thomas J. Szkutak, Senior Vice President and Chief Financial Officer of Amazon.com, lnc., pursuant to Rule 13a-l4(a)
`under the Securities Exchange Act of 1934.
`
`

`
`
`
`Table of Contents
`
`Exhibit
`Number
`
`32.1
`
`32.2
`
`101
`
`Descrigtion
`
`Certification of Jeffrey P. Bezos, Chainnan and Chief Executive Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350.
`
`Certification of Thomas J. Szkutak, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to 18 ‘U.S.C.
`Section l35O.
`‘
`4
`
`The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, formatted
`in XBRL: (i) Consolidated Statements of Cash Flows, (ii) Consolidated Statements of Operations, (iii) Consolidated Balance Sheets, (iv)
`Consolidated Statements of Stockholders’ Equity, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.
`
`T
`
`Executive Compensation Plan or Agreement
`
`

`
`ama;on.com'
`
`Exhibit 10.5
`
`'
`
`January 11, 2006
`
`Shelley Reynolds
`[Address]
`
`Dear Shelley:
`
`On behalf of Amazon Global Resources, Inc (the Company), I am very pleased to offer you the position Vice President of Finance and Controller. This offer
`is contingent upon the completion of a background check and the Company’s review of your background check results and on the satisfactory completion of
`reference checks, This letter clarifies and confimis the terms of your employment with the Company.
`
`Start Date and Salary
`
`Unless we mutually agree otherwise in writing, you will commence employment on February 20, 2006. Your starting salary will be $125,000 annualized,
`payable in accordance with the Company’s standard payroll practice and subject to applicable withholding taxes. Because -your position is exempt from
`overtime pay, your salary will compensate you for all hours worked.
`
`Signing Bonus
`
`In appreciation for your decision to join us, the Company will pay you a $400,000 signing bonus during your first year of employment, which will be paid in
`twelve monthly installments, starting at the end of your first month, subject to your continued employment. If you are employed with the Company on the
`one-year anniversary of your hire date, the company will pay you a second bonus in the amount of $200,000 during your second year of employment, which
`will be paid in twelve monthly installments, subject to your continued employment. Both bonuses will be payable in accordance with the Company’s
`standard payroll practice and subject to applicable withholding taxes. If your employment with the Company is terminated for any reason during your first
`three years of employment, any monthly payments will cease after the date of termination.
`
`Relocation
`
`For information about your relocation benefits, please review the attached document. If your employment with the Company is terminated for any reason
`prior to the first anniversary of your start date, you will be responsible for reimbursing the Company for any relocation expenses paid to you or incurred by
`the Company on your behalf, on a pro-rated monthly basis.
`
`Benefits
`
`You will also be entitled, during the term of your employment, to such vacation, medical and other employee benefits as the Company may offer from time
`to time, subject to applicable eligibility requirements. The Company does reserve the right to make any modifications in this benefits package that it deems
`appropriate. Please refer to the enclosed benefits documents for more information. You are eligible to participate in Amazon.com’s 401(k) plan following
`receipt of a PIN number and Information Packet from the plan administrator. You are also eligible to enroll in our major medical plan on the first day of the
`month coincident with or following the commencement of your employment.
`
`Restricted Stock Unit Award .
`Subject to Board of Directors’ approval, you will be granted a restricted stock unit award with respect to 42,000 shares of Amazon.com common stock. This
`award will vest and convert into shares of common stock at the rate of 20% after two years of employment, an additional 10% every six months of
`employment thereafter until fully vested. Your award will be documented by delivery to you of a Restricted Stock Unit Award Agreement specifying the
`terms and conditions of the award.
`'
`
`Custom er Connection
`
`You will participate in Amazon.com’s Customer Connection (“C2”) Program, which keeps our senior employees in direct contact with our customers. Under
`this program, you will work at our customer service center for three days during your first six months of employment and on a regular basis thereafter.
`You’ll also work at one of our fulfillment centers for five days during your first two years of employment. Please contact your Human Resources Generalist
`for more information.
`
`P 0 BOX 81226, SEATTLE, WA 98108-1226
`WWW AMAZON COM
`
`

`
`
`
`\......é7
`
`_ Employment At Will
`
`If you accept our offer of employment, you will be an employee-at-will, meaning that either you or the Company may tenninate our relationship at any time
`for any reason, with or without cause. Any statements to the contrary that may have been made to you, or that may be made to you, by the Company, its
`agents, or representatives are superseded by this offer letter.
`
`Confidentiality, Noncompetition and Invention Assignment Agreement
`
`As a condition of your employment, you must sign the enclosed Confidentiality, Noncompetition and Invention Assignment Agreement (the “Agreement”).
`The Company’s willingness to grant you the restricted stock unit award referred to above is based in significant part on your commitment to fulfill the
`obligations specified in the Agreement.
`‘
`
`You should know that the agreement will significantly restrict your future flexibility in many ways. For example, you will be unable to seek or accept certain
`employment opportunities fora period of 18 months after you leave the Company. Please review the agreement carefully and, if appropriate, have your
`attorney review it as well.
`
`Employment Eligibility
`
`To comply with immigration laws, you must provide Amazon com with evidence of your identity and eligibility for employment in the United States no later
`than three (3) business days of your date of hire. Please bring this documentation to your new hire orientation. If you are in visa status, you also must provide
`new or renewed evidence of your eligibility for employment immediately prior to or upon expiration of your visa authorization.
`
`Additional Provisions
`
`If you accept this offer, the tenns described in this letter will be the terms of your employment, and this letter supersedes any previous discussions or offers.
`Any additions to or modifications of these terms must be in writing and signed by you and an officer of the Company.
`
`If you wish to accept employment with the Company, please indicate so by signing both copies of this letter and both copies of the enclosed Confidentiality,
`Noncompetition and Invention Assignment Agreement, retaining one of each for your files. This offer and all terms of employment stated in this letter will
`expire at 5:00 PM Pacific Standard on January 21, 2006. We are very excited about the possibility of you joining us. I hope that you will accept this offer
`and look forward to a productive and mutually beneficial working relationship. Please let merknow if I can answer any questions for you about any of the
`matters outlined in this letter.
`
`Sincerely,
`
`
`/s/ Mark Peek
`Mark Peek
`Vice President and Chief Accounting Officer
`
`ACCEPTANCE
`
`I accept employment with Amazon Global Resources, Inc. under the tenns set forth in this letter:
`
`/s/ Shelley Reynolds
`Signature
`Shelley Reynolds
`
`
`1-25-06
`Date
`
`P O BOX 81226, SEATTLE, WA 98108-1226
`WWW AMAZON COM
`
`
`
`

`
`\
`
`I
`
`Ratio‘ of Earnings to Fixed Charges
`
`Income before income taxes
`-
`Plus fixed charges:
`Interest expense including amortization of debt issuance costs
`Assumed interest element included in rent expense
`_
`
`_Adjusted earnings
`Fixed charges
`Excess of earnings to cover fixed charges
`Ratio ofeamings to fixed charges (1)
`
`.
`
`'
`
`zoo»
`
`$1,161
`
`34
`21
`55
`
`1,216
`$55)
`$1,161
`22.29
`
`Exhibit 12.1
`
`zoos
`
`zoos
`
`Year Ended December 31:
`zoos
`2oo7
`.
`(in millions)
`$ 901
`$ 660
`
`$ 377
`
`I
`
`71
`21
`92
`
`993
`(92)
`$ 901
`10.84
`
`'
`
`_ 77
`17
`94
`
`754
`g94)
`$ 660
`8.02
`
`7
`16
`94
`
`471
`£94)
`S 377
`5.01
`
`$ 428
`
`92
`5
`97
`
`525-
`(97)
`$ 428
`5.41
`
`(1)
`
`The ratio of earnings to fixed charges is computed by dividing (i) income before income taxes and losses from equity interests, plus fixed charges by
`' (ii) fixed charges.
`
`

`
`Legal Name
`Amazon Corporate LLC
`Amazon.com LLC
`Amazon.com.kydc LLC
`NV Services, lnc.
`Amazon.com lnt'l Sales, Inc.
`Amazon Global Resources, Inc.
`Amazon Services LLC
`Amazon, lnc.
`Amazon EU s.a r.l.
`Amazon Technologies, Inc.
`
`AMAZON.COM, INC.
`LIST OF SIGNIFICANT SUBSIDIARIES
`
`_
`
`,
`
`.
`
`I
`
`Exhibit 21.1
`
`Percent Owned
`100%
`100%
`100%
`100%
`100%
`100%
`100%
`100%
`100%
`100%
`
`Jurisdiction
`Delaware -
`Delaware
`Delaware
`Nevada
`Delaware
`Delaware
`Nevada
`Nevada
`Luxembourg
`Nevada
`
`—
`
`

`
`Consent of Ernst & Young LLP,
`Independent Registered Public Accounting Firm
`
`Exhibit 23.1
`
`We consent to the incorporation by reference in the following Registration Statements:
`(3)
`
`Registration Statement (Form S-4 No. 333-55943), as amended, pertaining to the acquisition shelf-registration of up to 30 million shares of
`common stock,
`
`(b)
`
`Registration Statement (Form S-8 No. 333-28763), as amended, pertaining to the Amazon.com, Inc. 1997 Stock Incentive Plan (fomierly the
`“l997 Stock Option Plan”) and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc.,
`Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan,
`
`Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa lntemet Amended and Restated 1997 Stock Option Plan,
`Registration Statement (Fonn S-8 No. 333-80495) pertaining to the Acceptcom Financial Services Corporation 1998 Stock Plan,
`
`Registration Statement (Form S-8 No. 333-78651) pertaining to the Innerlinx Technologies, Incorporated 1997 Stock Option Plan,
`Registration Statement (Form S-8 No. 333-78653) pertaining to the e-Niche Incorporated Amended and Restated 1998 Stock Option and Grant
`Plan,
`
`Registration Statement (Form S-8 No. 333-74419) pertaining to the Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan,
`
`Registration Statement (Form S-8 No. 333-63311), as amended, pertaining to the Junglee Corp. 1996 Stock Plan, the Junglee Corp. 1998 Equity
`Incentive Plan, the Sage Enterprises, Inc. 1997 Amended Stock Option Plan, and the Sage Enterprises, Inc. MVP Stock Option Plan,
`Registration Statement (Fonn S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan,
`
`Registration Statement (Fomi S-8 No. 333-149845) pertaining to the Audible, Inc. 1999 Stock Incentive Plan,
`
`(1)
`
`Registration Statement (Fonn S-4 No. 333-160831), as amended, pertaining to the acquisition of the outstanding capital stock of Zappos.com,
`Inc., and
`‘
`
`(m) Registration Statement (Fonn S-8 POS No. 333--160831) pertaining to the Zappos.com, Inc. 2009 Stock Plan
`./
`
`of our reports dated January 28, 2010, with respect to the consolidated financial statements of Amazon.com, Inc. and the effectiveness of intemal control
`over financial reporting of Amazon.com, Inc. included in the Annual Report (Form l0-K) for the year ended December 31, 2009.
`
`/s/ Ernst & Young LLP
`
`Seattle, Washington
`January 28, 2010
`
`

`
`Exhibit 31.1
`
`l, Jeffrey P. Bezos, certify that:
`
`1. I have reviewed this Form 10-K of Amazon.com, Inc.;
`
`' CERTIFICATIONS
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
`statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
`
`3. Based on my knowledge, the financial statements, and other financialrinfonnation included in this report, fairly present in all material respects the
`financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
`
`4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
`Exchange Act Rules 13a-l5(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-l5(f)) for
`the registrant and have:
`
`(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
`to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
`entities, particularly during the period in which this report. is being prepared;
`
`(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
`supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external
`purposes in accordance with generally accepted accounting principles;
`(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
`effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
`(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
`recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to
`materially affect, the registrant’s internal control over financial reporting; and
`
`5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
`the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
`
`(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
`reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
`
`(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
`control over financial reporting.
`
`
`/s/
`JEFFREY P. Brazos
`Jeffrey P. Bezos
`Chairman and ChiefExecutive Oficer
`(Principal Executive Oflicer)
`
`Date: January 28, 2010
`
`

`
`CERTIFICATIONS
`
`Exhibit 31.2
`
`1, Thomas J. Szkutak, certify that:
`
`1. I have reviewed this Fonn I0-K of Amazon.com, Inc.;
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
`L».
`statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
`
`3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
`financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
`
`4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
`Exchange Act Rules l3a-I5(e) and l5d-l5(e)) and internal control over financial reporting (as defined in Exchange Act Rules l3a-15(t) and l5(d)-15(0) for
`the registrant and have:
`
`(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
`to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
`‘ entities, particularly during the period in which this report is being prepared;
`
`(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
`supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
`purposes in accordance with generally accepted accounting principles;
`
`(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
`effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
`
`(d) Disclosed in this report any change in the registrant’s internal control over financial reporting t