All other schedules have been omitted because
the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.
(3)
Index to Exhibits
Exhibit
Number
Description
3.1
Restated Certificate of Incorporation of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000).
3.2
Restated Bylaws of the Company (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2002).
4.1
Indenture, dated as of February 3, 1999, between Amazon.com, Inc. and The Bank of New York, as trustee, including the form of 4
3
/
4
% Convertible Subordinated Notes Due 2009 attached as Exhibit A thereto (incorporated by reference to the Companys Current Report on Form 8-K dated
February 3, 1999).
4.2
Registration Rights Agreement, dated February 3, 1999, by and among Amazon.com, Inc. and the Initial Purchasers (incorporated by reference to the Companys Current Report on Form 8-K
dated February 3, 1999).
4.3
Indenture, dated as of February 16, 2000, between Amazon.com, Inc. and the Bank of New York, as trustee (incorporated by reference to the Companys Current Report on Form 8-K dated
February 16, 2000).
4.4
Form of 6
7
/
8
% Convertible Subordinated Notes due 2010
(incorporated by reference to the Companys Current Report on Form 8-K dated February 28, 2000).
10.1
Amended and Restated 1994 Stock Option Plan (version as of December 20, 1996 for Amended and Restated Grants and version as of December 20, 1996 for New Grants) (incorporated by reference to
the Companys Registration Statement on Form S-1 (Registration No. 333-23795) filed March 24, 1997).
10.2
1997 Stock Incentive Plan (incorporated by reference to Appendix B to the Companys Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 29,
2000).
10.3
1999 Non-Officer Employee Stock Option Plan (incorporated by reference to the Companys Registration Statement on Form S-8 (Registration No. 333-74419) filed March 15,
1999).
10.4
Form of Indemnification Agreement between the Company and each of its Directors (incorporated by reference to the Companys Registration Statement on Form S-1 (Registration No.
333-23795) filed March 24, 1997).
10.5
Offer Letter of Employment to Rick Dalzell, dated August 13, 1997 (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31,
1999).
10.6
Offer Letter of Employment to Diego Piacentini, dated January 17, 2000 (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31,
2000).
10.7
Offer Letter of Employment to Thomas J. Szkutak, dated August 26, 2002 (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31,
2002).
10.8
Offer Letter of Employment to Kal Raman, dated July 29, 2004 (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31,
2004).
Form of Restricted Stock Unit Agreement for Officers and Employees (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31,
2002).
10.10
Form of Restricted Stock Unit Agreement for Directors (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31, 2002).
10.11
Form of Restricted Stock Agreement (incorporated by reference to the Companys Annual Report on Form 10-K for the Year Ended December 31, 2001).
12.1
Computation of Ratio of Earnings to Fixed Charges.
21.1
List of Significant Subsidiaries.
23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1
Certification of Jeffrey P. Bezos, Chairman and Chief Executive Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2
Certification of Thomas J. Szkutak, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934.
32.1
Certification of Jeffrey P. Bezos, Chairman and Chief Executive Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350.
32.2
Certification of Thomas J. Szkutak, Senior Vice President and Chief Financial Officer of Amazon.com, Inc., pursuant to 18 U.S.C. Section 1350.