Obligation Amazon 3.875% ( USU02320AH94 ) en USD

Amazon

14 % ▲

Etats-unis

USU02320AH94 ( en USD )

3.875% par an ( paiement semestriel )

21/08/2037 - Obligation échue

Prospectus brochure de l'obligation Amazon USU02320AH94 en USD 3.875%, échue

2 000 USD

2 750 000 000 USD

U02320AH9

AA- ( Haute qualité )

N/A

L'Obligation émise par Amazon ( Etats-unis ) , en USD, avec le code ISIN USU02320AH94, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/08/2037
L'Obligation émise par Amazon ( Etats-unis ) , en USD, avec le code ISIN USU02320AH94, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Pricing Term Sheet dated August 15, 2017
STRICTLY CONFIDENTIAL
to Preliminary Offering Memorandum dated August 15, 2017

Amazon.com, Inc.
1.900% Notes due August 21, 2020
2.400% Notes due February 22, 2023
2.800% Notes due August 22, 2024
3.150% Notes due August 22, 2027
3.875% Notes due August 22, 2037
4.050% Notes due August 22, 2047
4.250% Notes due August 22, 2057

This Pricing Term Sheet is qualified in its entirety by reference to the preliminary offering memorandum dated
August 15, 2017 (the "Preliminary Offering Memorandum"). The information in this Pricing Term Sheet
supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering
Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. Capitalized
terms not otherwise defined herein have the meanings ascribed to them in the Preliminary Offering Memorandum.

The notes have not been registered under the Securities Act and are being offered only to (1) "qualified institutional
buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and (2) outside
the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Pricing Term Sheet

Issuer:
Amazon.com, Inc. (the "Issuer")
Title:
1.900% Notes due 2020 (the "2020 Notes")
2.400% Notes due 2023 (the "2023 Notes")
2.800% Notes due 2024 (the "2024 Notes")
3.150% Notes due 2027 (the "2027 Notes")
3.875% Notes due 2037 (the "2037 Notes")
4.050% Notes due 2047 (the "2047 Notes")
4.250% Notes due 2057 (the "2057 Notes")

Security Type:
Rule 144A / Regulation S (with registration rights)

Ratings*:
Baa1 (positive) by Moody's Investor Service, Inc.
AA- (stable) by Standard & Poor's Ratings Services

Size:
2020 Notes: $1,000,000,000
2023 Notes: $1,000,000,000
2024 Notes: $2,000,000,000
2027 Notes: $3,500,000,000
2037 Notes: $2,750,000,000
2047 Notes: $3,500,000,000
2057 Notes: $2,250,000,000

Maturity Date:
2020 Notes: August 21, 2020
2023 Notes: February 22, 2023
2024 Notes: August 22, 2024
2027 Notes: August 22, 2027
2037 Notes: August 22, 2037
2047 Notes: August 22, 2047
2057 Notes: August 22, 2057

Trade Date:
August 15, 2017

Settlement Date:
August 22, 2017

Coupon (Interest Rate):
2020 Notes: 1.900% per annum, accruing from August 22, 2017
2023 Notes: 2.400% per annum, accruing from August 22, 2017
2024 Notes: 2.800% per annum, accruing from August 22, 2017
2027 Notes: 3.150% per annum, accruing from August 22, 2017
2037 Notes: 3.875% per annum, accruing from August 22, 2017
2047 Notes: 4.050% per annum, accruing from August 22, 2017
2057 Notes: 4.250% per annum, accruing from August 22, 2017

Yield to Maturity:
2020 Notes: 1.919%
2023 Notes: 2.425%
2024 Notes: 2.841%
2027 Notes: 3.171%
2037 Notes: 3.893%
2047 Notes: 4.093%
2057 Notes: 4.293%

Spread to Benchmark Treasury:
2020 Notes: 40 bps
2023 Notes: 60 bps
2024 Notes: 75 bps
2027 Notes: 90 bps
2037 Notes: 105 bps
2047 Notes: 125 bps
2057 Notes: 145 bps

Benchmark Treasury:
2020 Notes: 1.500% due August 15, 2020
2023 Notes: 1.875% due July 31, 2022
2024 Notes: 2.125% due July 31, 2024
2027 Notes: 2.250% due August 15, 2027
2037 Notes: 3.000% due May 15, 2047
2047 Notes: 3.000% due May 15, 2047
2057 Notes: 3.000% due May 15, 2047

Benchmark Treasury Yield:
2020 Notes: 1.519%
2023 Notes: 1.825%
2024 Notes: 2.091%
2027 Notes: 2.271%
2037 Notes: 2.843%
2047 Notes: 2.843%
2057 Notes: 2.843%

Interest Payment Dates:
2020 Notes: February 21 and August 21 of each year, beginning February 21, 2018
2023 Notes: February 22 and August 22 of each year, beginning February 22, 2018
2024 Notes: February 22 and August 22 of each year, beginning February 22, 2018
2027 Notes: February 22 and August 22 of each year, beginning February 22, 2018
2037 Notes: February 22 and August 22 of each year, beginning February 22, 2018
2047 Notes: February 22 and August 22 of each year, beginning February 22, 2018

2057 Notes: February 22 and August 22 of each year, beginning February 22, 2018

Special Mandatory Redemption:
This offering is not conditioned upon the consummation of the merger in which the
Issuer will acquire all of the outstanding equity of Whole Foods Market, Inc. (the
"Merger"). In the event that the closing of the Merger has not occurred on or prior to
the earlier of (i) February 15, 2018 (subject to a one-time extension of 90 days under
certain circumstances), and (ii) the date the Merger Agreement (as defined in the
Preliminary Offering Memorandum) is terminated, the Issuer will be required to
redeem all outstanding 2020 notes, 2023 notes, 2024 notes and 2027 notes on the
Special Mandatory Redemption Date (as defined in the Preliminary Offering
Memorandum) at a redemption price equal to 101% of the aggregate principal
amount of the notes being redeemed, together with accrued and unpaid interest
thereon, if any, to, but excluding, the Special Mandatory Redemption Date. The 2037
notes, 2047 notes and the 2057 notes are not subject to the Special Mandatory
Redemption.

Optional Redemption:
The Issuer may, at its option, redeem any series of the notes, in whole or in part, at
any time (until, in the case of the 2023 Notes, January 22, 2023; in the case of the

2024 Notes, June 22, 2024; in the case of the 2027 Notes, May 22, 2027; in the case
of the 2037 Notes, February 22, 2037; in the case of the 2047 Notes, February 22,
2047; and in the case of the 2057 Notes, February 22, 2057) 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 the Preliminary Offering
Memorandum) plus 7.5 basis points in the case of the 2020 Notes, plus 10 basis
points in the case of the 2023 Notes, plus 12.5 basis points in the case of the 2024
Notes, plus 15 basis points in the case of the 2027 Notes, plus 15 basis points in the
case of the 2037 Notes, plus 20 basis points in the case of the 2047 Notes and plus 25
basis points in the case of the 2057 Notes, plus accrued and unpaid interest up to, but
excluding, the redemption date.

Notwithstanding the immediately preceding paragraph, the Issuer may, at its option,
redeem the 2023 Notes, in whole or in part, at any time, on or after January 22, 2023
(one month prior to the maturity date of the 2023 Notes); redeem the 2024 Notes, in
whole or in part, at any time, on or after June 22, 2024 (two months prior to the
maturity date of the 2024 Notes); redeem the 2027 Notes, in whole or in part, at any
time, on or after May 22, 2027 (three months prior to the maturity date of the 2027
Notes); redeem the 2037 Notes, in whole or in part, at any time, on or after February
22, 2037 (six months prior to the maturity date of the 2037 Notes); redeem the 2047
Notes, in whole or in part, at any time, on or after February 22, 2047 (six months
prior to the maturity date of the 2047 Notes); and redeem the 2057 Notes, in whole or
in part, at any time, on or after February 22, 2057 (six months prior to the maturity
date of the 2057 Notes; in each case 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.

Price to Public:
2020 Notes: 99.945%, plus accrued interest, if any
2023 Notes: 99.872%, plus accrued interest, if any
2024 Notes: 99.741%, plus accrued interest, if any
2027 Notes: 99.821%, plus accrued interest, if any
2037 Notes: 99.751%, plus accrued interest, if any
2047 Notes: 99.261%, plus accrued interest, if any
2057 Notes: 99.182%, plus accrued interest, if any

CUSIP/ ISIN (Rule 144A):
2020 Notes: 023135AR7 / US023135AR74
2023 Notes: 023135AU0 / US023135AU04
2024 Notes: 023135AX4 / US023135AX43
2027 Notes: 023135BA3 / US023135BA31
2037 Notes: 023135BD7 / US023135BD79
2047 Notes: 023135BG0 / US023135BG01
2057 Notes: 023135BK1 / US023135BK13

CUSIP/ ISIN (Regulation S):
2020 Notes: U02320AD8 / USU02320AD80
2023 Notes: U02320AE6 / USU02320AE63
2024 Notes: U02320AF3 / USU02320AF39
2027 Notes: U02320AG1 / USU02320AG12
2037 Notes: U02320AH9 / USU02320AH94

2047 Notes: U02320AJ5 / USU02320AJ50

2057 Notes: U02320AK2 / USU02320AK24

Managers:
Goldman Sachs & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC

Co-Managers:
HSBC Securities (USA) Inc.
Academy Securities, Inc.
C.L. King & Associates, Inc.
R. Seelaus & Co., Inc.

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal by the assigning rating organization at any time. Each rating should be evaluated independently of
any other rating.

This material is confidential and is for your information only and is not intended to be used by anyone other
than you. This information does not purport to be a complete description of these securities or the offering.
Please refer to the Preliminary Offering Memorandum for a complete description.

This communication is being distributed in the United States solely to qualified institutional buyers, as defined
in Rule 144A under the Securities Act and outside the United States solely to non-U.S. persons, as defined under
Regulation S under the Securities Act.

This communication does not constitute an offer to sell, and is not a solicitation of an offer to buy, the securities
in any jurisdiction where the offer or sale is not permitted.

Any disclaimers or notices that may appear on this pricing term sheet below the text of this legend are not applicable to
this pricing term sheet and should be disregarded. Such disclaimers may have been electronically generated as a result
of this pricing term sheet being sent via, or posted on, Bloomberg or another electronic mail system.