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SEC Comment Letters: The Amazon Example
Sunday, December 2, 2018

We noticed an interesting item the other day about Amazon.com, and a squabble the company seems to be having with the Securities and Exchange Commission over how Amazon ($AMZN) is — or is not — reporting revenue from Amazon Prime membership.

The debate is unfolding via comment letters: written notices that SEC staffers sometimes send to a company, when those staffers have questions about something reported in the company’s financial statements.

For example, the SEC sent a comment letter to Amazon on Aug. 13, stating:

We note from statements in your Current Report on Form 8-K filed on April 18, 2018 that you have exceeded 100 million paid Prime members globally and that you shipped more than five billion items in 2017 with Prime worldwide. In future periodic reports, please disclose the percentage of net sales attributable to sales to Prime members versus sales to non-Prime members.

OK, that sounds more like a command than a comment or request to us, but such is life when you get correspondence from the SEC. Still, companies can politely tell the SEC that they’re sticking to their guns — which is what Amazon did in a reply on Aug. 30.

We respectfully do not believe that net sales attributable to Prime members versus sales to non-Prime members is meaningful or useful information… As with Alexa, our Kindle e-readers, and other offerings and services, Prime is only one element that supports our focus on selling a wide range of products and services. As a result, whether sales are associated with Prime membership does not reflect on or provide useful information about the nature of our net sales and does not reflect how management views the business.

We won’t speculate on who’s right or wrong in this dispute about Prime member revenues. We simply want to remind Calcbench subscribers that you can tap into all these comment letters as they become public.

How? Simple. Visit the Interactive Disclosures page, and select the company you want to research. Then open the “Choose Footnote/Disclosure Type” menu on the left side of your screen, and select “SEC Comment Letters & Responses.” Our magical databases will do the rest for you. (See Figure 1, below.)



Subscribers can also vist a special page we created to post recent comment letters. The URL for that page is plain old https://www.calcbench.com/recentcommentletters.

All SEC comment letters are eventually made public, but they are not immediately made public. By law the SEC must wait at least 20 days before publishing a comment letter, and under some circumstances (say, a pre-IPO company that has submitted its S-1 Registration Statement), the wait can be longer.

Suffice to say that like all other securities filings, once those comment letters are indexed and uploaded to the SEC database, Calcbench is on the case — you’ll be able to see that correspondence in our own databases, properly tagged and searchable, within minutes of it hitting the SEC. And yes, you can use our email alerting function to get a notification when we have a new comment letter, too.

Finally, we noticed that this story about Amazon hit the financial reporting press about seven days after those comment letters became public. So there really is an advantage to setting your preferences for email alerts any time one of your favorite companies gets a comment letter — you might be able to get ahead of the pack, because you saw the data first.


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