Bond Amazon 1.2% ( US023135BR65 ) in USD

Amazon

100 % ▲

United States

US023135BR65 ( in USD )

1.2% per year ( payment 2 times a year)

02/06/2027

Prospectus brochure of the bond Amazon US023135BR65 en USD 1.2%, maturity 02/06/2027

2 000 USD

1 250 000 000 USD

023135BR6

AA- ( High grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

03/12/2024 ( In 32 days )

The Bond issued by Amazon ( United States ) , in USD, with the ISIN code US023135BR65, pays a coupon of 1.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 02/06/2027

The Bond issued by Amazon ( United States ) , in USD, with the ISIN code US023135BR65, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Amazon ( United States ) , in USD, with the ISIN code US023135BR65, was rated AA- ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d898756d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Number 333-238831
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price
Registration Fee (1)
0.400% Notes due 2023

$1,000,000,000

99.860%

$998,600,000

$129,619
0.800% Notes due 2025

$1,250,000,000

99.961%

$1,249,512,500

$162,187
1.200% Notes due 2027

$1,250,000,000

99.967%

$1,249,587,500

$162,197
1.500% Notes due 2030

$2,000,000,000

99.889%

$1,997,780,000

$259,312
2.500% Notes due 2050

$2,500,000,000

98.977%

$2,474,425,000

$321,181
2.700% Notes due 2060

$2,000,000,000

98.816%

$1,976,320,000

$256,527

(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 $1,291,023.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 1, 2020)

Amazon.com, Inc.
$1,000,000,000 0.400% NOTES DUE 2023
$1,250,000,000 0.800% NOTES DUE 2025
$1,250,000,000 1.200% NOTES DUE 2027
$2,000,000,000 1.500% NOTES DUE 2030
$2,500,000,000 2.500% NOTES DUE 2050
$2,000,000,000 2.700% NOTES DUE 2060

Amazon.com, Inc. is offering $1,000,000,000 of our 0.400% notes due 2023 (the "2023 notes"), $1,250,000,000 of our 0.800% notes due
2025 (the "2025 notes"), $1,250,000,000 of our 1.200% notes due 2027 (the "2027 notes"), $2,000,000,000 of our 1.500% notes due 2030
(the "2030 notes"), $2,500,000,000 of our 2.500% notes due 2050 (the "2050 notes"), and $2,000,000,000 of our 2.700% notes due 2060
(the "2060 notes," and, together with the 2023 notes, the 2025 notes, the 2027 notes, the 2030 notes, and the 2050 notes, the "notes"). The
2023 notes will bear interest at a rate of 0.400% per annum. The 2025 notes will bear interest at a rate of 0.800% per annum. The 2027
notes will bear interest at a rate of 1.200% per annum. The 2030 notes will bear interest at a rate of 1.500% per annum. The 2050 notes will
bear interest at a rate of 2.500% per annum. The 2060 notes will bear interest at a rate of 2.700% per annum. We will pay interest semi-
annually on the notes beginning December 3, 2020. The 2023 notes will mature on June 3, 2023. The 2025 notes will mature on June 3,
2025. The 2027 notes will mature on June 3, 2027. The 2030 notes will mature on June 3, 2030. The 2050 notes will mature on June 3,
2050. The 2060 notes will mature on June 3, 2060.

We may redeem some or all of any series of notes at any time at the applicable 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 from time to time outstanding.
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-6 of this prospectus supplement.

Underwriting
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
Discounts
Proceeds to
Price to
and
Amazon

Public(1)
Commissions
(before expenses)
Per 2023 note

99.860%

0.140%

99.720%
2023 notes total

$ 998,600,000
$
1,400,000
$
997,200,000
Per 2025 note

99.961%

0.150%

99.811%
2025 notes total

$1,249,512,500
$
1,875,000
$
1,247,637,500
Per 2027 note

99.967%

0.180%

99.787%
2027 notes total

$1,249,587,500
$
2,250,000
$
1,247,337,500
Per 2030 note

99.889%

0.230%

99.659%
2030 notes total

$1,997,780,000
$
4,600,000
$
1,993,180,000
Per 2050 note

98.977%

0.400%

98.577%
2050 notes total

$2,474,425,000
$
10,000,000
$
2,464,425,000
Per 2060 note

98.816%

0.400%

98.416%
2060 notes total

$1,976,320,000
$
8,000,000
$
1,968,320,000

Total

$9,946,225,000
$
28,125,000
$
9,918,100,000

(1)
Plus accrued interest, if any, from June 3, 2020, 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.
The underwriters expect to deliver the notes on or about June 3, 2020 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

GOLDMAN SACHS & CO. LLC

DEUTSCHE BANK SECURITIES

HSBC

J.P. MORGAN
CITIGROUP
MORGAN STANLEY

SOCIETE GENERALE

TD SECURITIES

WELLS FARGO SECURITIES
Co-Managers

ACADEMY SECURITIES

LOOP CAPITAL MARKETS

R. SEELAUS & CO., LLC
June 1, 2020.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Prospectus

Page

Page
About this Prospectus Supplement
S-ii
About This Prospectus

1
Where You Can Find More Information
S-ii
Where You Can Find More Information

1
Forward-Looking Statements
S-iii
Incorporation by Reference

2
Summary
S-1
Special Note Regarding Forward-Looking Statements

3
Risk Factors
S-6
About the Registrant

3
Use of Proceeds
S-9
Risk Factors

3
Description of the Notes
S-10
Use of Proceeds

4
Material United States Federal Income Tax Considerations
S-15
Description of Debt Securities

4
Underwriters
S-20
Description of Common Stock

17
Validity of the Notes
S-26
Description of Other Securities

18
Experts
S-26
Plan of Distribution

19
Information Incorporated By Reference
S-27
Validity of the Securities

20
Experts

20

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. We are not, and the underwriters are not, making an offer of these securities or soliciting an offer to buy
these securities in any jurisdiction where the offer is not permitted. 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.
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
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.

S-i
Table of Contents
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, 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"). The SEC 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.

S-ii
Table of Contents
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 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 customer spending, world events, the rate of growth of the Internet,
online commerce, and cloud services, the amount that we invest in new business opportunities and the timing of those investments, the mix of products and
services sold to customers, the mix of net sales derived from products as compared with services, the extent to which we owe income or other taxes,
competition, management of growth, potential fluctuations in operating results, international growth and expansion, the outcomes of claims, litigation,
government investigations, and other proceedings, fulfillment, sortation, delivery, and data center optimization, risks of inventory management, seasonality,
the degree to which we enter into, maintain, and develop commercial agreements, proposed and completed acquisitions and strategic transactions,
payments risks, and risks of fulfillment throughput and productivity. In addition, additional or unforeseen effects from the COVID-19 pandemic and the
global economic climate may give rise to or amplify 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 March 31, 2020, under "Item 1A. Risk Factors." Although we believe we have been prudent in our plans and assumptions, no
assurance can be given that any goal or plan set forth in forward-looking statements can or will be achieved, and readers are cautioned not to place undue
reliance on such statements which speak only as of the date they are made. 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
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
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."

S-iii
Table of Contents
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 financial statements and related notes. You should carefully consider, among other things, the
matters discussed in "Risk Factors" in this prospectus supplement, in our Quarterly Report on Form 10-Q for the three months ended March 31,
2020, which is incorporated by reference herein, and in the other documents incorporated by reference and in the other documents that we
subsequently file with the SEC.
About Amazon.com
We seek to be Earth's most customer-centric company. We are guided by four principles: customer obsession rather than competitor focus,
passion for invention, commitment to operational excellence, and long-term thinking. In each of our segments, we serve our primary customer sets,
consisting of consumers, sellers, developers, enterprises, and content creators. In addition, we provide services, such as advertising to sellers, vendors,
publishers, and authors, through programs such as sponsored ads, display, and video advertising.
We have organized our operations into three segments: North America, International, and Amazon Web Services ("AWS"). These segments
reflect the way the Company evaluates its business performance and manages its operations.
Consumers
We serve consumers through our online and physical stores and focus on selection, price, and convenience. We design our stores to enable
hundreds of millions of unique products to be sold by us and by third parties across dozens of product categories. Customers access our offerings
through our websites, mobile apps, Alexa, devices, streaming, and physically visiting our stores. We also manufacture and sell electronic devices,
including Kindle, Fire tablet, Fire TV, Echo, Ring, and other devices, and we develop and produce media content. We seek to offer our customers low
prices, fast and free delivery, easy-to-use functionality, and timely customer service. In addition, we offer Amazon Prime, a membership program
that includes unlimited free shipping on over 100 million items, access to unlimited streaming of tens of thousands of movies and TV episodes,
including Amazon Original content, and other benefits.
We fulfill customer orders in a number of ways, including through: North America and International fulfillment and delivery networks that we
operate; co-sourced and outsourced arrangements in certain countries; digital delivery; and through our physical stores. We operate customer service
centers globally, which are supplemented by co-sourced arrangements.
Sellers
We offer programs that enable sellers to grow their businesses, sell their products in our stores, and fulfill orders through us. We are not the
seller of record in these transactions. We earn fixed fees, a percentage of sales, per-unit activity fees, interest, or some combination thereof, for our
seller programs.
Developers and Enterprises
We serve developers and enterprises of all sizes, including start-ups, government agencies, and academic institutions, through our AWS
segment, which offers a broad set of global compute, storage, database, and other service offerings.

S-1
Table of Contents
Content Creators
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
We serve authors and independent publishers with Kindle Direct Publishing, an online service that lets independent authors and publishers
choose a royalty option and make their books available in the Kindle Store, along with Amazon's own publishing arm, Amazon Publishing. We also
offer programs that allow authors, musicians, filmmakers, skill and app developers, and others to publish and sell content.
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-6, 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.

S-2
Table of Contents
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
$1,000,000,000 of our 0.400% notes due June 3, 2023.
$1,250,000,000 of our 0.800% notes due June 3, 2025.
$1,250,000,000 of our 1.200% notes due June 3, 2027.
$2,000,000,000 of our 1.500% notes due June 3, 2030.
$2,500,000,000 of our 2.500% notes due June 3, 2050.
$2,000,000,000 of our 2.700% notes due June 3, 2060.
Maturity Date
The 2023 notes will mature on June 3, 2023.
The 2025 notes will mature on June 3, 2025.
The 2027 notes will mature on June 3, 2027.
The 2030 notes will mature on June 3, 2030.
The 2050 notes will mature on June 3, 2050.
The 2060 notes will mature on June 3, 2060.
Interest Rate
The 2023 notes will bear interest at a rate of 0.400% per annum.
The 2025 notes will bear interest at a rate of 0.800% per annum.
The 2027 notes will bear interest at a rate of 1.200% per annum.
The 2030 notes will bear interest at a rate of 1.500% per annum.
The 2050 notes will bear interest at a rate of 2.500% per annum.
The 2060 notes will bear interest at a rate of 2.700% per annum.
Interest Payment Dates
We will pay interest on the notes on June 3 and December 3 of each year, beginning on
December 3, 2020.
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
prior to the applicable Par Call Date (defined herein) (or in the case of the 2023 notes,
at any time prior to maturity) 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
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
notes to be redeemed (A) in the case of the 2023 notes, from the redemption date to
the maturity date, and (B) in the case of the 2025 notes, the 2027 notes, the 2030 notes,
the 2050 notes, and the 2060 notes, that would have been payable in respect of such
notes calculated as if the maturity date of such notes was the applicable Par Call Date,
in each case, 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 2023 notes, plus 10 basis
points in the case of the

S-3
Table of Contents
2025 notes, plus 15 basis points in the case of the 2027 notes, plus 15 basis points in
the case of the 2030 notes, plus 20 basis points in the case of the 2050 notes, and plus
20 basis points in the case of the 2060 notes, plus accrued and unpaid interest up to, but
excluding, the redemption date.
Notwithstanding the immediately preceding paragraph, we may, at our option, redeem
the 2025 notes, the 2027 notes, the 2030 notes, the 2050 notes, and the 2060 notes, in
whole or in part, at any time, on or after the applicable Par Call Date 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 or
securities law 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-6 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.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
Governing Law
The indenture provides that New York law shall govern any action regarding the notes
brought pursuant to the indenture.
Trustee
Wells Fargo Bank, National Association.

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves certain risks. In addition to the other information contained in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus, you should carefully consider the following discussion of risks before deciding whether an investment in the
notes is suitable for you. In addition, you should carefully consider the other risks, uncertainties, and assumptions that are set forth under the caption
"Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, before investing in the notes.
In addition to the foregoing risks relating to us, the following are additional risks relating to an investment in the notes.
The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The notes are obligations exclusively of Amazon.com, Inc. and not of any of our subsidiaries. Our operations are primarily conducted through our
subsidiaries, which are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available therefor,
whether by dividends, loans, or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of
creditors (including trade creditors) of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the
claims of our creditors, including holders of the notes). Consequently, the notes will be structurally subordinated to all liabilities of our subsidiaries and any
subsidiaries that we may in the future acquire or establish, including the lenders under a secured revolving credit facility and the creditors for any additional
secured debt to the extent of the value of the assets securing such indebtedness.
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations
under the notes.
The notes are our unsecured general obligations, ranking equally with other senior unsecured indebtedness outstanding from time to time. The
indenture governing the notes and our existing outstanding senior notes, and the agreements governing our other debt, permit us and our subsidiaries to
incur additional indebtedness, including secured debt. If we incur any additional secured debt, our assets will be subject to prior claims by our secured
creditors to the extent of the value of the assets securing such indebtedness. In the event of our bankruptcy, liquidation, reorganization, or other winding up,
assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the
notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including holders of our existing notes and our
trade creditors. If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be
entitled to share ratably with the holders of the notes and our existing notes in any proceeds distributed upon our insolvency, liquidation, reorganization,
dissolution, or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to
pay all of these creditors, all or a portion of the notes then outstanding would remain unpaid.
The limited covenants in the indenture for the notes and the terms of the notes do not provide protection against some types of important
corporate events and may not protect your investment.
The indenture for the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow, or liquidity and, accordingly, does not

protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness or other liabilities that would be senior to our equity

interests in our subsidiaries and therefore would be structurally senior to the notes;

S-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
·
limit our ability to incur secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets securing

the indebtedness, or to engage in sale/leaseback transactions;

·
limit our ability to incur indebtedness that is equal in right of payment to the notes;

·
restrict our ability to repurchase or prepay our securities;

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other

securities ranking junior to the notes;

·
restrict our ability to enter into highly leveraged transactions; or

·
require us to repurchase the notes in the event of a change in control.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict
our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances, and events, such as certain acquisitions,
refinancings, or recapitalizations that could substantially and adversely affect our capital structure and the value of the notes. For these reasons, you should
not consider the covenants in the indenture as a significant factor in evaluating whether to invest in the notes.
Changes in our credit ratings may adversely affect your investment in the notes.
The major debt rating agencies routinely evaluate our debt. These ratings are not recommendations to purchase, hold, or sell the notes, inasmuch as
the ratings do not comment as to market price or suitability for a particular investor, are limited in scope, and do not address all material risks relating to an
investment in the notes, but rather reflect only the view of each rating agency at the time the rating is issued. The ratings are based on information
furnished to the ratings agencies by us and information obtained by the ratings agencies from other sources. An explanation of the significance of such
rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or
that such ratings will not be lowered, suspended, or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so
warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a
downgrade, could affect the market value and liquidity of the notes and increase our corporate borrowing costs.
There may not be active markets for the notes.
We cannot assure you that trading markets for the notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity
of any markets that may develop for the notes, your ability to sell your notes, or the prices at which you will be able to sell your notes. Future trading
prices of the notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings
assigned to the notes, and the market for similar securities. In addition, other factors being equal, an increase in the prevailing interest rates will cause the
market price of the notes to decline. Any trading markets that develop for the notes would be affected by many factors independent of and in addition to the
foregoing, including the:

·
propensity of existing holders to trade their positions in the notes;

·
time remaining to the maturity of the notes;

·
outstanding amount of the notes;

·
redemption of the notes; and

·
level, direction, and volatility of market interest rates generally.

S-7
Table of Contents
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may be
relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of
the notes.

S-8
Table of Contents
USE OF PROCEEDS
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
The net proceeds from the sale of the notes are estimated to be approximately $9.901 billion, after deducting the underwriting discounts and
commissions and the estimated offering expenses payable by us.
The net proceeds from the sale of the notes will be used for general corporate purposes. The net proceeds may be temporarily invested by us in
interest-bearing securities prior to use.

S-9
Table of Contents
DESCRIPTION OF THE NOTES
The following is a description of the particular terms of the 2023 notes, the 2025 notes, the 2027 notes, the 2030 notes, the 2050 notes, and the 2060
notes offered pursuant to this prospectus supplement. This description supplements and, to the extent inconsistent, modifies the description of the general
terms and provisions of senior debt securities set forth in the accompanying prospectus under "Description of Debt Securities." To the extent the
description in this prospectus supplement is inconsistent with the description contained in the accompanying prospectus, you should rely on the description
in this prospectus supplement. The following description is qualified in its entirety by reference to the provisions of the base indenture, dated as of
November 29, 2012, between us and Wells Fargo Bank, National Association, as indenture trustee, which we refer to as the indenture, including a
supplement or an officers' certificate pursuant to that indenture for the notes. You may review a copy of the indenture through the SEC's website listed in
"Where You Can Find More Information" in this prospectus supplement. You may also request a copy of the indenture from us as set forth in "Information
Incorporated by Reference" in this prospectus supplement. We urge you to read the indenture because it, and not this description, defines your rights as a
holder of the notes.
Capitalized terms used but not defined in this prospectus supplement or in the accompanying prospectus have the meanings given to them in the
indenture and the Trust Indenture Act of 1939, as amended.
Certain Terms of the 0.400% Notes due 2023
We are offering $1,000,000,000 principal amount of the 0.400% notes due 2023 as a series of notes under the indenture. Unless an earlier redemption
has occurred, the entire principal amount of 2023 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on
June 3, 2023. The 2023 notes will bear interest at the rate of 0.400% per annum from the date of original issuance or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on December 3,
2020, to the persons in whose names the 2023 notes are registered at the close of business on the preceding May 19 and November 18, each a record date,
as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on
the notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or
other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
Certain Terms of the 0.800% Notes due 2025
We are offering $1,250,000,000 principal amount of the 0.800% notes due 2025 as a series of notes under the indenture. Unless an earlier redemption
has occurred, the entire principal amount of 2025 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on
June 3, 2025. The 2025 notes will bear interest at the rate of 0.800% per annum from the date of original issuance or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on December 3,
2020, to the persons in whose names the 2025 notes are registered at the close of business on the preceding May 19 and November 18, each a record date,
as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on
the notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or
other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
Certain Terms of the 1.200% Notes due 2027
We are offering $1,250,000,000 principal amount of the 1.200% notes due 2027 as a series of notes under the indenture. Unless an earlier redemption
has occurred, the entire principal amount of 2027 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on
June 3, 2027. The

S-10
Table of Contents
2027 notes will bear interest at the rate of 1.200% per annum from the date of original issuance or from the most recent interest payment date to which
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

424B2
interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on December 3, 2020, to the
persons in whose names the 2027 notes are registered at the close of business on the preceding May 19 and November 18, each a record date, as the case
may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the notes
is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other
payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
Certain Terms of the 1.500% Notes due 2030
We are offering $2,000,000,000 principal amount of the 1.500% notes due 2030 as a series of notes under the indenture. Unless an earlier redemption
has occurred, the entire principal amount of 2030 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on
June 3, 2030. The 2030 notes will bear interest at the rate of 1.500% per annum from the date of original issuance or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on December 3,
2020, to the persons in whose names the 2030 notes are registered at the close of business on the preceding May 19 and November 18, each a record date,
as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on
the notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or
other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
Certain Terms of the 2.500% Notes due 2050
We are offering $2,500,000,000 principal amount of the 2.500% notes due 2050 as a series of notes under the indenture. Unless an earlier redemption
has occurred, the entire principal amount of 2050 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on
June 3, 2050. The 2050 notes will bear interest at the rate of 2.500% per annum from the date of original issuance or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on December 3,
2020, to the persons in whose names the 2050 notes are registered at the close of business on the preceding May 19 and November 18, each a record date,
as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on
the notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or
other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.
Certain Terms of the 2.700% Notes due 2060
We are offering $2,000,000,000 principal amount of the 2.700% notes due 2060 as a series of notes under the indenture. Unless an earlier redemption
has occurred, the entire principal amount of 2060 notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on
June 3, 2060. The 2060 notes will bear interest at the rate of 2.700% per annum from the date of original issuance or from the most recent interest payment
date to which interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on December 3,
2020, to the persons in whose names the 2060 notes are registered at the close of business on the preceding May 19 and November 18, each a record date,
as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on
the notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or
other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.

S-11
Table of Contents
General
We may, without the consent of existing holders, increase the principal amount of the notes of any series by issuing more such notes in the future, on
the same terms and conditions (other than differences in the issue date, issue price, interest accrued prior to the issue date of such additional notes, and
restrictions on transfer in respect of such additional notes) and with the same CUSIP number (unless the additional notes of a series are not fungible for U.S.
federal income tax or securities law purposes with such series, in which case such additional notes will have one or more separate CUSIP numbers), in each
case, as the notes of the relevant series being offered by this prospectus supplement. We do not plan to inform the existing holders if we re-open any series
of the notes to issue and sell additional notes of such series in the future. Additional notes of a series issued in this manner will be consolidated with and
will form a single series with the applicable series of the notes being offered hereby.
In some circumstances, we may elect to discharge our obligations under a series of notes through full defeasance or covenant defeasance. See "--
Defeasance" below for more information.
We will not be required to make any mandatory redemption or sinking fund payments with respect to the notes. We may at any time and from time
to time purchase notes in the open market or otherwise.
Denominations
The notes of each series will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
https://www.sec.gov/Archives/edgar/data/1018724/000119312520158910/d898756d424b2.htm[6/3/2020 8:36:08 AM]

Document Outline

#1">
- #1">