AMZN » Topics » Independent Registered Public Accounting Firm

This excerpt taken from the AMZN 10-K filed Jan 29, 2010.

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

 

  (a) 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 (formerly the “1997 Stock Option Plan”) and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc.,

 

  (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan,

 

  (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan,

 

  (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Plan,

 

  (f) Registration Statement (Form S-8 No. 333-78651) pertaining to the Innerlinx Technologies, Incorporated 1997 Stock Option Plan,

 

  (g) Registration Statement (Form S-8 No. 333-78653) pertaining to the e-Niche Incorporated Amended and Restated 1998 Stock Option and Grant Plan,

 

  (h) Registration Statement (Form S-8 No. 333-74419) pertaining to the Amazon.com, Inc. 1999 Nonofficer Employee Stock Option Plan,

 

  (i) 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,

 

  (j) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan,

 

  (k) Registration Statement (Form S-8 No. 333-149845) pertaining to the Audible, Inc. 1999 Stock Incentive Plan,

 

  (l) Registration Statement (Form S-4 No. 333-160831), as amended, pertaining to the acquisition of the outstanding capital stock of Zappos.com, Inc., and

 

  (m) Registration Statement (Form 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 internal control over financial reporting of Amazon.com, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

Seattle, Washington

January 28, 2010

These excerpts taken from the AMZN 10-K filed Jan 30, 2009.

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the (a) 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 1997 Stock Option Plan of Amazon.com, Inc. and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Plan, (f) Registration Statement (Form S-3 No. 333-78797), as amended, pertaining to the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the Innerlinx Technologies, Incorporated 1997 Stock Option Plan, (h) Registration Statement (Form S-8 No. 333-78653) pertaining to the e-Niche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419) pertaining to the Amazon.com, Inc. 1999 Non-officer Employee Stock Option Plan, (j) 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, (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, and (l) Registration Statement (Form S-8 No. 333-149845) pertaining to the Audible, Inc. 1999 Stock Incentive Plan, of our reports dated January 29, 2009, with respect to the consolidated financial statements and schedule of Amazon.com, Inc. and the effectiveness of internal control over financial reporting of Amazon.com, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2008.

/s/    Ernst & Young LLP

Seattle, Washington

January 29, 2009

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the (a) 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 1997 Stock Option Plan of Amazon.com, Inc. and the Amended
and Restated 1994 Stock Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491)
pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Plan, (f) Registration Statement
(Form S-3 No. 333-78797), as amended, pertaining to the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the Innerlinx Technologies, Incorporated 1997
Stock Option Plan, (h) Registration Statement (Form S-8 No. 333-78653) pertaining to the e-Niche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419) pertaining
to the Amazon.com, Inc. 1999 Non-officer Employee Stock Option Plan, (j) 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, (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, and
(l) Registration Statement (Form S-8 No. 333-149845) pertaining to the Audible, Inc. 1999 Stock Incentive Plan, of our reports dated January 29, 2009, with respect to the consolidated financial statements and schedule of Amazon.com,
Inc. and the effectiveness of internal control over financial reporting of Amazon.com, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2008.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:54%; text-indent:-2%">/s/    Ernst & Young LLP

FACE="Times New Roman" SIZE="2">Seattle, Washington

January 29, 2009






EX-31.1
5
dex311.htm
CERTIFICATION OF JEFFREY P. BEZOS


Certification of Jeffrey P. Bezos



These excerpts taken from the AMZN 10-K filed Feb 11, 2008.

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the (a) 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 1997 Stock Option Plan of Amazon.com, Inc. and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Option Plan, (f) Registration Statement (Form S-3 No. 333-78797), as amended, pertaining to the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the LiveBid.com 1997 Stock Option Plan and Innerlinx Technologies, Incorporated 1997 Stock Option Plan, (h) Registration Statement (Form S-8 No. 333-78653) pertaining to the eNiche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419), as amended, pertaining to the Amazon.com, Inc. 1999 Non-officer Employee Stock Option Plan, (j) Registration Statement (Form S-8 No. 333-63311) 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, and (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, of our reports dated February 8, 2008, with respect to the consolidated financial statements and schedule of Amazon.com, Inc. and the effectiveness of internal control over financial reporting of Amazon.com, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2007.

/s/ Ernst & Young LLP

Seattle, Washington

February 8, 2008

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the (a) 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 1997 Stock Option Plan of Amazon.com, Inc. and the Amended and Restated 1994 Stock
Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and
Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Option Plan, (f) Registration Statement (Form S-3 No. 333-78797), as amended, pertaining to
the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the LiveBid.com 1997 Stock Option Plan and Innerlinx Technologies, Incorporated 1997 Stock Option Plan, (h)
Registration Statement (Form S-8 No. 333-78653) pertaining to the eNiche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419), as amended, pertaining to the Amazon.com, Inc.
1999 Non-officer Employee Stock Option Plan, (j) Registration Statement (Form S-8 No. 333-63311) 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, and (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, of our reports dated February 8, 2008, with respect to the consolidated
financial statements and schedule of Amazon.com, Inc. and the effectiveness of internal control over financial reporting of Amazon.com, Inc. included in the Annual Report (Form 10-K) for the year ended December 31, 2007.

STYLE="margin-top:24px;margin-bottom:0px; margin-left:54%; text-indent:-2%">/s/ Ernst & Young LLP

Seattle,
Washington

February 8, 2008






EX-31.1
8
dex311.htm
SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER


Section 302 Certification of Chief Executive Officer



This excerpt taken from the AMZN 10-K filed Feb 16, 2007.

Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the (a) 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) pertaining to the 1997 Stock Option Plan of Amazon.com, Inc. and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Option Plan, (f) Registration Statement (Form S-3 No. 333-78797), as amended, pertaining to the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the LiveBid.com 1997 Stock Option Plan and Innerlinx Technologies, Incorporated 1997 Stock Option Plan, (h) Registration Statement (Form S-8 No. 333-78653) pertaining to the eNiche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419) pertaining to the Amazon.com, Inc. 1999 Non-officer Employee Stock Option Plan, (j) Registration Statement (Form S-8 No. 333-63311) 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, and (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, of our reports dated February 15, 2007, with respect to the consolidated financial statements and schedule of Amazon.com, Inc., Amazon.com, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Amazon.com, Inc., included in the Annual Report (Form 10-K) for the year ended December 31, 2006.

/s/    ERNST & YOUNG LLP

Seattle, Washington

February 15, 2007

These excerpts taken from the AMZN 10-K filed Feb 17, 2006.

Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the (a) 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) pertaining to the 1997 Stock Option Plan of Amazon.com, Inc. and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Option Plan, (f) Registration Statement (Form S-3 No. 333-78797), as amended, pertaining to the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the LiveBid.com 1997 Stock Option Plan and Innerlinx Technologies, Incorporated 1997 Stock Option Plan, (h) Registration Statement (Form S-8 No. 333-78653) pertaining to the eNiche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419) pertaining to the Amazon.com, Inc. 1999 Non-officer Employee Stock Option Plan, (j) Registration Statement (Form S-8 No. 333-63311) 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, and (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, of our reports dated February 16, 2006, with respect to the consolidated financial statements and schedule of Amazon.com, Inc., Amazon.com, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Amazon.com, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

 

/s/    Ernst & Young LLP

 

Seattle, Washington

February 16, 2006

Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders

Amazon.com, Inc.

 

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Amazon.com, Inc. maintained effective internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Amazon.com, Inc.’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of 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 perform 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing 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, management’s assessment that Amazon.com, Inc. maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Amazon.com, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005, based on the COSO 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, 2005 and 2004, and the related consolidated statements of operations, shareholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2005 of Amazon.com, Inc. and our report dated February 16, 2006 expressed an unqualified opinion thereon.

 

/S/    ERNST & YOUNG LLP

 

Seattle, Washington

February 16, 2006

 

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These excerpts taken from the AMZN 10-K filed Mar 11, 2005.

Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the (a) 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) pertaining to the 1997 Stock Option Plan of Amazon.com, Inc. and the Amended and Restated 1994 Stock Option Plan of Amazon.com, Inc., (c) Registration Statement (Form S-8 No. 333-88825) pertaining to the Convergence Corporation Stock Option Plan, (d) Registration Statement (Form S-8 No. 333-80491) pertaining to the Alexa Internet Amended and Restated 1997 Stock Option Plan, (e) Registration Statement (Form S-8 No. 333-80495) pertaining to the Accept.com Financial Services Corporation 1998 Stock Option Plan, (f) Registration Statement (Form S-3 No. 333-78797), as amended, pertaining to the shelf registration of up to $2,000,000,000 of certain securities, (g) Registration Statement (Form S-8 No. 333-78651) pertaining to the LiveBid.com 1997 Stock Option Plan and Innerlinx Technologies, Incorporated 1997 Stock Option Plan, (h) Registration Statement (Form S-8 No. 333-78653) pertaining to the eNiche Incorporated Amended and Restated 1998 Stock Option and Grant Plan, (i) Registration Statement (Form S-8 No. 333-74419) pertaining to the Amazon.com, Inc. 1999 Non-officer Employee Stock Option Plan, (j) Registration Statement (Form S-8 No. 333-63311) 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, and (k) Registration Statement (Form S-8 No. 333-118818) pertaining to the Joyo.com Limited 2004 Share Option Plan, of our reports dated February 24, 2005, with respect to the consolidated financial statements and schedule of Amazon.com, Inc., Amazon.com, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Amazon.com, Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2004.

 

/s/    ERNST & YOUNG LLP

 

Seattle, Washington

March 9, 2005

Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders

Amazon.com, Inc.

 

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that Amazon.com, Inc. maintained effective internal control over financial reporting, as of December 31, 2004, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Amazon.com, Inc.’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. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of 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 perform 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, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing 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, management’s assessment that Amazon.com, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Amazon.com, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the COSO 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, 2004 and 2003, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2004 of Amazon.com, Inc. and our report dated February 24, 2005 expressed an unqualified opinion thereon.

 

/s/    ERNST & YOUNG LLP

 

Seattle, Washington

February 24, 2005

 

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