Obligation Amazone 4.8% ( US023135AP19 ) en USD

Amazone

103.041 % ▼

Etats-unis

US023135AP19 ( en USD )

4.8% par an ( paiement semestriel )

04/12/2034

Prospectus brochure de l'obligation Amazon US023135AP19 en USD 4.8%, échéance 04/12/2034

2 000 USD

1 250 000 000 USD

023135AP1

AA ( Haute qualité )

A1 ( Qualité moyenne supérieure )

05/06/2026 ( Dans 173 jours )

Amazon est une entreprise multinationale américaine de commerce électronique, de cloud computing, de divertissement numérique et de intelligence artificielle.

L'Obligation émise par Amazone ( Etats-unis ) , en USD, avec le code ISIN US023135AP19, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/12/2034

L'Obligation émise par Amazone ( Etats-unis ) , en USD, avec le code ISIN US023135AP19, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Amazone ( Etats-unis ) , en USD, avec le code ISIN US023135AP19, a été notée AA ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
424B2 1 d820490d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Number: 333-185137
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)
2.600% Notes due 2019

$1,000,000,000
99.800%

$998,000,000

$115,968
3.300% Notes due 2021

$1,000,000,000
99.628%

$996,280,000

$115,768
3.800% Notes due 2024

$1,250,000,000
99.638%

$1,245,475,000
$144,724
4.800% Notes due 2034

$1,250,000,000
99.175%

$1,239,687,500
$144,052
4.950% Notes due 2044
$1,500,000,000
98.236%
$1,473,540,000
$171,225

(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
$691,737.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 26, 2012)

$1,000,000,000 2.600% NOTES DUE DECEMBER 5, 2019
$1,000,000,000 3.300% NOTES DUE DECEMBER 5, 2021
$1,250,000,000 3.800% NOTES DUE DECEMBER 5, 2024
$1,250,000,000 4.800% NOTES DUE DECEMBER 5, 2034
$1,500,000,000 4.950% NOTES DUE DECEMBER 5, 2044

Amazon.com, Inc. is offering $1,000,000,000 of our 2.600% notes due December 5, 2019 (the "2019 notes"), $1,000,000,000 of our 3.300%
notes due December 5, 2021 (the "2021 notes"), $1,250,000,000 of our 3.800% notes due December 5, 2024 (the "2024 notes"), $1,250,000,000
of our 4.800% notes due December 5, 2034 (the "2034 notes"), and $1,500,000,000 of our 4.950% notes due December 5, 2044 (the "2044
notes," and together with the 2019 notes, the 2021 notes, the 2024 notes and the 2034 notes, the "notes"). The 2019 notes will bear interest at a
rate of 2.600% per annum. The 2021 notes will bear interest at a rate of 3.300% per annum. The 2024 notes will bear interest at a rate of
3.800% per annum. The 2034 notes will bear interest at a rate of 4.800% per annum. The 2044 notes will bear interest at a rate of 4.950% per
annum. We will pay interest semi-annually on the notes beginning June 5, 2015. The 2019 notes will mature on December 5, 2019. The 2021
notes will mature on December 5, 2021. The 2024 notes will mature on December 5, 2024. The 2034 notes will mature on December 5, 2034.
The 2044 notes will mature on December 5, 2044.

We may redeem some or all of any series of notes at any time at the applicable redemption prices described beginning on page S-14. 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-8 of this prospectus supplement.

Underwriting
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Discounts and
Proceeds to Amazon

Price to Public(1)
Commissions
(before expenses)
Per 2019 note

99.800%

0.300%

99.500%
2019 notes total

$998,000,000
$3,000,000
$995,000,000
Per 2021 note

99.628%

0.350%

99.278%
2021 notes total

$996,280,000
$3,500,000
$992,780,000
Per 2024 note

99.638%

0.400%

99.238%
2024 notes total

$1,245,475,000
$5,000,000
$1,240,475,000
Per 2034 note

99.175%

0.750%

98.425%
2034 notes total

$1,239,687,500
$9,375,000
$1,230,312,500
Per 2044 note

98.236%

0.800%

97.436%
2044 notes total

$1,473,540,000
$12,000,000
$1,461,540,000

Total

$5,952,982,500
$32,875,000
$5,920,107,500

(1)
Plus accrued interest, if any, from December 5, 2014, 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 December 5, 2014 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
BOFA MERRILL LYNCH
DEUTSCHE BANK SECURITIES

HSBC

Co-Manager

WELLS FARGO SECURITIES
December 2, 2014.
Table of Contents
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
Ratio of Earnings to Fixed Charges
S-11
Use of Proceeds

6
Description of the Notes
S-12
Ratio of Earnings to Fixed Charges

7
Material United States Federal Income Tax Considerations S-16
Description of Debt Securities

8
Underwriters
S-20
Description of Common Stock

22
Validity of the Notes
S-23
Description of Other Securities

23
Experts
S-23
Plan of Distribution

24
Information Incorporated By Reference
S-24
Validity of the Securities

25
Experts

25

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Prospectus Supplement
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.
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, 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.

S-1
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 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,
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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 and data 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, 2014, 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."

S-2
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 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. We seek to be Earth's most customer-centric company. In
each of our two geographic segments, we serve our primary customer sets, consisting of consumers, sellers, enterprises, and content creators.
In addition, we provide services, such as advertising services and co-branded credit card agreements. We manage our business primarily on a
geographic basis. Accordingly, 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. Customers access our websites directly
and through our mobile websites and apps. We also manufacture and sell electronic devices. We strive to offer our customers the lowest prices
possible through low everyday product pricing and shipping offers, 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. In addition, we
offer Amazon Prime, an annual membership program that includes unlimited free shipping on millions of items, access to unlimited instant
streaming of thousands of movies and TV episodes, and access to hundreds of thousands of books to borrow and read for free on a Kindle
device.
We fulfill customer orders in a number of ways, including through the North America 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 technology infrastructure services that
enable virtually any type of business.
Content Creators
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We serve authors and independent publishers with Kindle Direct Publishing, an online platform that lets independent authors and
publishers choose a 70% 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, app developers and others to publish and sell content.

S-3
Table of Contents
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.

S-4
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 2.600% Notes due December 5, 2019
$1,000,000,000 of our 3.300% Notes due December 5, 2021
$1,250,000,000 of our 3.800% Notes due December 5, 2024
$1,250,000,000 of our 4.800% Notes due December 5, 2034
$1,500,000,000 of our 4.950% Notes due December 5, 2044
Maturity Date
The 2019 notes will mature on December 5, 2019
The 2021 notes will mature on December 5, 2021
The 2024 notes will mature on December 5, 2024
The 2034 notes will mature on December 5, 2034
The 2044 notes will mature on December 5, 2044
Interest Rate
The 2019 notes will bear interest at a rate of 2.600% per annum.
The 2021 notes will bear interest at a rate of 3.300% per annum.
The 2024 notes will bear interest at a rate of 3.800% per annum.
The 2034 notes will bear interest at a rate of 4.800% per annum.
The 2044 notes will bear interest at a rate of 4.950% per annum.
Interest Payment Dates
We will pay interest on the notes on June 5 and December 5 of
each year, beginning on June 5, 2015.
Ranking
The notes will be senior unsecured obligations of ours and will
rank equally with all our other senior unsecured indebtedness from
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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 2019 notes, any time
prior to November 5, 2019; in the case of the 2021 notes, any time
prior to October 5, 2021; in the case of the 2024 notes, any time
prior to September 5, 2024; in the case of the 2034 notes, any time
prior to June 5, 2034; and in the case of the 2044 notes, any time
prior to June 5, 2044) 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 15 basis
points in the case of the

S-5
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2019 notes, plus 20 basis points in the case of the 2021 notes, plus 25
basis points in the case of the 2024 notes, plus 30 basis points in the
case of the 2034 notes and plus 30 basis points in the case of the
2044 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 2019 notes, in whole or in part, at any time,
on or after November 5, 2019 (one month prior to the maturity date
of the 2019 notes); redeem the 2021 notes, in whole or in part, at any
time, on or after October 5, 2021 (two months prior to the maturity
date of the 2021 notes); redeem the 2024 notes, in whole or in part,
at any time, on or after September 5, 2024 (three months prior to the
maturity date of the 2024 notes); redeem the 2034 notes, in whole or
in part, at any time, on or after June 5, 2034 (six months prior to the
maturity date of the 2034 notes); and redeem the 2044 notes, in
whole or in part, at any time, on or after June 5, 2044 (six months
prior to the maturity date of the 2044 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.
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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

S-6
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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.
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-7
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 September 30, 2014, 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 effectively subordinated to all liabilities
of our subsidiaries and any subsidiaries that we may in the future acquire or establish.
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
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obligations under the notes.
The notes are our unsecured general obligations, ranking equally with other senior unsecured indebtedness. The indenture governing the
notes and our existing notes, and the agreement governing our revolving credit facility, permit us and our subsidiaries to incur additional
indebtedness, including secured debt. If we incur any 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 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 that would be senior to our equity interests in our

subsidiaries and therefore would be structurally senior to the notes;

·
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;

S-8
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·
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 an active market for the notes.
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Prospectus Supplement
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. Any trading markets that develop 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.
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.

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USE OF PROCEEDS
The net proceeds from the sale of the notes are estimated to be approximately $5,913,357,500, 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.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated. This information should be read in
conjunction with the consolidated financial statements and the accompanying notes incorporated by reference into this prospectus supplement. See
"Where You Can Find More Information" and "Information Incorporated By Reference."

Nine Months
Ended

September 30,
Year Ended December 31,

2014
2013 2012 2011
2010
2009
Ratio of earnings to fixed charges(1)

3.52 5.07 9.61 23.68 22.29

(1) For the nine months ended September 30, 2014, earnings were insufficient to cover fixed charges by $350 million.
The ratio of earnings to fixed charges is computed by dividing (i) "earnings" consisting of the sum of (x) income before income taxes and
losses from equity interests, and (y) fixed charges by (ii) fixed charges.
The term "fixed charges" means the sum of the following: (a) interest expensed and capitalized, (b) amortized premiums, discounts and
capitalized expenses related to indebtedness, (c) an estimate of the interest within rental expense, and (d) preference security dividend requirements
of consolidated subsidiaries.

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Prospectus Supplement
Table of Contents
DESCRIPTION OF THE NOTES
The following is a description of the particular terms of the 2019 notes, 2021 notes, 2024 notes, 2034 notes and 2044 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 at the SEC's Public
Reference Room in Washington, D.C., as well as 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 2.600% Notes due December 5, 2019
We are offering $1,000,000,000 principal amount of the 2.600% Notes due December 5, 2019 as a series of notes under the indenture. Unless
an earlier redemption has occurred, the entire principal amount of 2019 notes will mature and become due and payable, together with any accrued
and unpaid interest thereon, on December 5, 2019. The 2019 notes will bear interest at the rate of 2.600% 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 5
and December 5 of each year, beginning on June 5, 2015, to the persons in whose names the 2019 notes are registered at the close of business on
the preceding May 21 and November 20, 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 3.300% Notes due December 5, 2021
We are offering $1,000,000,000 principal amount of the 3.300% Notes due December 5, 2021 as a series of notes under the indenture. Unless
an earlier redemption has occurred, the entire principal amount of 2021 notes will mature and become due and payable, together with any accrued
and unpaid interest thereon, on December 5, 2021. The 2021 notes will bear interest at the rate of 3.300% 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 5
and December 5 of each year, beginning on June 5, 2015, to the persons in whose names the 2021 notes are registered at the close of business on
the preceding May 21 and November 20, 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 3.800% Notes due December 5, 2024
We are offering $1,250,000,000 principal amount of the 3.800% Notes due December 5, 2024 as a series of notes under the indenture. Unless
an earlier redemption has occurred, the entire principal amount of 2024 notes will mature and become due and payable, together with any accrued
and unpaid interest thereon, on December 5, 2024. The 2024 notes will bear interest at the rate of 3.800% per annum from the date of original
issuance or

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from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on June 5 and
December 5 of each year, beginning on June 5, 2015, to the persons in whose names the 2024 notes are registered at the close of business on the
preceding May 21 and November 20, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of
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