Obligation Amazon 2.5% ( US023135AJ58 ) en USD

Amazon

99.98 % ▼

Etats-unis

US023135AJ58 ( en USD )

2.5% par an ( paiement semestriel )

29/11/2022 - Obligation échue

Prospectus brochure de l'obligation Amazon US023135AJ58 en USD 2.5%, échue

2 000 USD

1 250 000 000 USD

023135AJ5

AA- ( Haute qualité )

A2 ( Qualité moyenne supérieure )

L'Obligation émise par Amazon ( Etats-unis ) , en USD, avec le code ISIN US023135AJ58, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/11/2022

L'Obligation émise par Amazon ( Etats-unis ) , en USD, avec le code ISIN US023135AJ58, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Amazon ( Etats-unis ) , en USD, avec le code ISIN US023135AJ58, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/1018724/000119312512482998/d439592d424b2.htm
424B2 1 d439592d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-185137

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount To Be
Offering Price Per
Aggregate Offering
Amount of
Securities To Be Registered

Registered

Unit

Price

Registration Fee (1)
0.650% Notes due 2015

$ 750,000,000
99.728%

$ 747,960,000
$
102,022
1.200% Notes due 2017

$1,000,000,000
99.513%

$ 995,130,000
$
135,736
2.500% Notes due 2022

$1,250,000,000
99.116%

$ 1,238,950,000
$
168,993

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $406,751.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated November 26, 2012)

$750,000,000 0.650% NOTES DUE NOVEMBER 27, 2015
$1,000,000,000 1.200% NOTES DUE NOVEMBER 29, 2017
$1,250,000,000 2.500% NOTES DUE NOVEMBER 29, 2022

Amazon.com, Inc. is offering $750,000,000 of our 0.650% notes due November 27, 2015 (the "2015 notes"), $1,000,000,000 of our 1.200% notes due November 29,
2017 (the "2017 notes"), and $1,250,000,000 of our 2.500% notes due November 29, 2022 (the "2022 notes," and together with the 2015 notes and the 2017 notes, the
"notes"). The 2015 notes will bear interest at a rate of 0.650% per annum. The 2017 notes will bear interest at a rate of 1.200% per annum. The 2022 notes will bear
interest at a rate of 2.500% per annum. We will pay interest semi-annually on the notes beginning May 27, 2013 for the 2015 notes and May 29, 2013 for the 2017 notes
and 2022 notes. The 2015 notes will mature on November 27, 2015. The 2017 notes will mature on November 29, 2017. The 2022 notes will mature on November 29, 2022.

We may redeem some or all of any series of notes at any time at the redemption prices described beginning on page S-12. The notes are senior unsecured obligations and
will rank equally with all of our other senior unsecured indebtedness. There is no sinking fund for the notes. The notes are not, and are not expected to be, listed on any
securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement.

Underwriting
Discounts and
Proceeds to Amazon

Price to Public(1)

Commissions

(before expenses)
Per 2015 note

99.728%

0.200%

99.528%
2015 notes total

$747,960,000.00

$1,500,000.00

$746,460,000.00
Per 2017 note

99.513%

0.300%

99.213%
2017 notes total

$995,130,000.00

$3,000,000.00

$992,130,000.00
Per 2022 note

99.116%

0.400%

98.716%
2022 notes total

$1,238,950,000.00

$5,000,000.00

$1,233,950,000.00
Total

$2,982,040,000.00

$9,500,000.00

$2,972,540,000.00

(1)
Plus accrued interest, if any, from November 29, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
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The underwriters expect to deliver the notes on or about November 29, 2012 only in book-entry form through the facilities of The Depository Trust Company for the accounts
of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.

Joint Book-Running Managers
MORGAN STANLEY

GOLDMAN, SACHS & CO.

Co-Managers
HSBC

BofA MERRILL LYNCH
November 26, 2012
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TABLE OF CONTENTS
Prospectus Supplement
Prospectus

Page

Page
About this Prospectus Supplement

S-1

About This Prospectus

1

Where You Can Find More Information

S-1

Where You Can Find More Information

1

Forward-Looking Statements

S-2

Incorporation by Reference

2

Summary

S-3

Special Note Regarding Forward-Looking Statements

3

Risk Factors

S-8

About the Registrant

4

Use of Proceeds

S-10
Risk Factors

5

Description of the Notes

S-11
Use of Proceeds

6

Material United States Federal Income Tax Considerations

S-15
Ratio of Earnings to Fixed Charges

7

Underwriters

S-20
Description of Debt Securities

8

Validity of the Notes

S-22
Description of Common Stock

22
Experts

S-22
Description of Other Securities

23
Information Incorporated By Reference

S-23
Plan of Distribution

24
Validity of the Securities

25
Experts

25

We have not, and the underwriters have not, authorized anyone to provide you with any additional information or any information that is different from that
contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any free writing prospectus provided in connection with this
offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This document may be used
only where it is legal to sell these securities. The information contained in or incorporated by reference into this document is accurate only as of the date of this
document, unless the information specifically indicates that another date applies.
Unless otherwise indicated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to the "Company," "Amazon.com,"
"we," "us," and "our" refer to Amazon.com, Inc. and its consolidated subsidiaries.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also adds to and updates
information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second
part, the accompanying prospectus, gives more general information about us and the securities we may offer from time to time under our shelf registration statement, some of which
may not apply to this offering of the notes. If the description of this offering of the notes in the accompanying prospectus is different from the description in this prospectus
supplement, you should rely on the information contained in this prospectus supplement.

You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus, the additional information described under "Where You Can Find More Information" and "Information Incorporated by Reference" in this prospectus supplement and
any free writing prospectus provided in connection with this offering before deciding whether to invest in the notes offered by this prospectus supplement.

You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should consult your own
counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any of the notes offered by this prospectus supplement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to reports filed or
furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You may read and copy these materials at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-
SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding Amazon.com, Inc. and other
companies that file materials with the SEC electronically. Copies of our periodic and current reports and proxy statements, may be obtained, free of charge, on our website at
www.amazon.com/ir. This reference to our Internet address is for informational purposes only and shall not, under any circumstances, be deemed to incorporate the information
available at or through such Internet address into this prospectus supplement.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement or the accompanying prospectus
contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact,
including statements regarding guidance, industry prospects or future results of operations or financial position, made in or incorporated by reference into this prospectus
supplement or the accompanying prospectus are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-
looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results could differ materially for a variety of
reasons, including, among others, fluctuations in foreign exchange rates, changes in global economic conditions and consumer spending, world events, the rate of growth of the
Internet and online commerce, the amount that we invest in new business opportunities and the timing of those investments, the mix of products sold to customers, the mix of net
sales derived from products as compared with services, the extent to which we owe income taxes, competition, management of growth, potential fluctuations in operating results,
international growth and expansion, the outcomes of legal proceedings and claims, fulfillment center optimization, risks of inventory management, seasonality, the degree to which
we enter into, maintain, and develop commercial agreements, acquisitions, and strategic transactions, payments risks, and risks of fulfillment throughput and productivity. In
addition, the current global economic climate amplifies many of these risks. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results
to differ significantly from management's expectations, are described in greater detail in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012,
under "Item 1A. Risk Factors." Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law, you are advised to consult any additional disclosures we make in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC. See "Where You Can Find More Information."

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SUMMARY

You should read the following summary together with the entire prospectus supplement and accompanying prospectus and the documents incorporated by
reference, including our consolidated condensed financial statements and related notes. You should carefully consider, among other things, the matters discussed in
"Risk Factors" in this prospectus supplement and in the documents incorporated by reference and in the other documents that we subsequently file with the SEC.

About Amazon.com

Amazon.com opened its virtual doors on the World Wide Web in July 1995 and offers Earth's Biggest Selection. We seek to be Earth's most customer-centric company
for four primary customer sets: consumers, sellers, enterprises, and content creators. In addition, we generate revenue through other marketing and promotional services, such
as online advertising and co-branded credit card agreements. We have organized our operations into two principal segments: North America and International.

Consumers

We serve consumers through our retail websites, and focus on selection, price, and convenience. We design our websites to enable millions of unique products to be
sold by us and by third parties across dozens of product categories. We also manufacture and sell Kindle devices. We strive to offer our customers the lowest prices possible
through low everyday product pricing and shipping offers, including through membership in Amazon Prime, and to improve our operating efficiencies so that we can continue
to lower prices for our customers. We also provide easy-to-use functionality, fast and reliable fulfillment, and timely customer service.

We fulfill customer orders in a number of ways, including through the U.S. and international fulfillment centers and warehouses that we operate, through co-sourced
and outsourced arrangements in certain countries, and through digital delivery. We operate customer service centers globally, which are supplemented by co-sourced
arrangements.

Sellers

We offer programs that enable sellers to sell their products on our websites and their own branded websites and to fulfill orders through us. We are not the seller of
record in these transactions, but instead earn fixed fees, revenue share fees, per-unit activity fees or some combination thereof.

Enterprises

We serve developers and enterprises of all sizes through Amazon Web Services, which provides access to technology infrastructure that enables virtually any type of
business.

Content Creators

We serve authors and independent publishers with Kindle Direct Publishing, an online platform that allows independent authors and publishers to choose a 70%
royalty option and make their books available in the Kindle Store. Amazon's own publishing arm, Amazon Publishing, offers authors another outlet to publish their books. We
also serve authors, musicians, filmmakers and other content creators through CreateSpace, which provides on-demand publishing and manufacturing for independent content
creators, publishers, film studios and music labels.

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Recent Developments

Proposed Acquisition of Corporate Office Space

In October 2012, we entered into purchase and sale agreements to acquire 11 buildings comprising 1.8 million square feet of our currently leased corporate office
space in Seattle, Washington, for approximately $1.16 billion. Subject to satisfaction of customary closing conditions, we expect to close the purchase in the fourth quarter of
2012, and made a non-refundable deposit of $51 million, which will be forfeited if we do not close the transaction in the fourth quarter of 2012.

Risk Factors

An investment in the notes involves risk. You should carefully consider the information set forth in the section of this prospectus supplement entitled "Risk Factors"
beginning on page S-8, as well as the other risk factors and other information included in or incorporated by reference into this prospectus supplement and the accompanying
prospectus, before deciding whether to invest in the notes.

Corporate Information

Amazon.com, Inc. was incorporated in 1994 in the State of Washington and reincorporated in 1996 in the State of Delaware. Our principal corporate offices are
located in Seattle, Washington. We completed our initial public offering in May 1997 and our common stock is listed on the Nasdaq Global Select Market under the symbol
"AMZN." We maintain a website at www.amazon.com. Information contained in, or accessible through, our website is not incorporated into this prospectus supplement or the
accompanying prospectus.

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The Offering

The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and exceptions. The
"Description of the Notes" section of this prospectus supplement and the "Description of Debt Securities" section of the accompanying prospectus contain a more
detailed description of the terms of the notes.

Issuer

Amazon.com, Inc.
Securities Offered
$750,000,000 of our 0.650% notes due November 27, 2015.
$1,000,000,000 of our 1.200% notes due November 29, 2017.

$1,250,000,000 of our 2.500% notes due November 29, 2022.
Maturity Date
The 2015 notes will mature on November 27, 2015.
The 2017 notes will mature on November 29, 2017.

The 2022 notes will mature on November 29, 2022.
Interest Rate
The 2015 notes will bear interest at a rate of 0.650% per annum. The 2017 notes
will bear interest at a rate of 1.200% per annum. The 2022 notes will bear

interest at a rate of 2.500% per annum.
Interest Payment Dates
We will pay interest on the 2015 notes on May 27 and November 27 of each year,
beginning on May 27, 2013. We will pay interest on the 2017 notes on May 29
and November 29 of each year, beginning on May 29, 2013. We will pay interest
on the 2022 notes on May 29 and November 29 of each year, beginning on

May 29, 2013.
Ranking
The notes will be senior unsecured obligations of ours and will rank equally with

all our other senior unsecured indebtedness from time to time outstanding.
Optional Redemption
We may, at our option, redeem any series of notes, in whole or in part, at any time
(until, in the case of the 2022 notes, at any time prior to August 29, 2022) at a
price equal to the greater of (1) 100% of the principal amount of the applicable
series of notes to be redeemed, and (2) the sum of the present value of the
remaining scheduled payments of principal and interest on the notes to be
redeemed from the redemption date to the maturity date discounted from the
scheduled payment dates to the redemption date on a semi-annual basis at the
Treasury Rate (as defined in "Description of the Notes--Optional Redemption")
plus 5 basis points in the case of the 2015 notes, plus 10 basis points in the case
of the 2017 notes and plus 15 basis points in the case of the 2022 notes, plus

accrued and unpaid interest up to, but excluding, the redemption date.

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Notwithstanding the immediately preceding paragraph, we may, at our option,
redeem the 2022 notes, in whole or in part, at any time, on or after August 29,
2022 (three months prior to the maturity date of the 2022 notes) at a redemption
price equal to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest up to, but excluding, the redemption date.

For more information see "Description of the Notes--Optional Redemption."
Use of Proceeds
The net proceeds from the sale of the notes will be used for general corporate

purposes.
Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of

$1,000 in excess thereof.
Form of Notes
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company
("DTC"). Investors may elect to hold the interests in the global notes through any
of DTC, the Euroclear System ("Euroclear"), or Clearstream Banking, S.A.
("Clearstream"), as described under "Description of Debt Securities--Book-

Entry, Delivery and Form" in the accompanying prospectus.
Further Issuances
We may, without the consent of existing holders, increase the principal amount of
the notes by issuing more notes in the future, on the same terms and conditions
(other than the issue date and possibly the price to the public) and with the same
CUSIP number (unless the additional notes of a series are not fungible for U.S.
federal income tax purposes with such series), in each case, as the notes being
offered by this prospectus supplement. We do not plan to inform the existing
holders if we re-open this series of notes to issue and sell additional notes of this
series in the future. Additional notes issued in this manner will be consolidated
with and will form a single series with the applicable series of notes being

offered hereby.
Risk Factors
You should consider carefully all the information set forth in and incorporated by
reference into this prospectus supplement and the accompanying prospectus and,
in particular, you should evaluate the specific factors set forth under the heading
"Risk Factors" beginning on page S-8 of this prospectus supplement, as well as
the other information contained or incorporated herein by reference, before

investing in any of the notes offered hereby.

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