Obligation Amazone 5.2% ( US023135BN51 ) en USD

Amazone

100.263 % ⇌

Etats-unis

US023135BN51 ( en USD )

5.2% par an ( paiement semestriel )

02/12/2025 - Obligation échue

Prospectus brochure de l'obligation Amazon US023135BN51 en USD 5.2%, échue

2 000 USD

871 747 000 USD

023135BN5

AA ( Haute qualité )

A1 ( Qualité moyenne supérieure )

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

L'obligation américaine d'Amazon (ISIN : US023135BN51, CUSIP : 023135BN5), d'une valeur nominale totale de 871 747 000 USD, offrant un taux d'intérêt de 5,2% et échéant le 02/12/2025, est actuellement négociée à 100,468% de sa valeur nominale en USD, avec un minimum d'achat de 2000 USD et des paiements semestriels, et bénéficie d'une notation AA de Standard & Poor's et A1 de Moody's.

424B3
424B3 1 d494353d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-221675

PROSPECTUS

Amazon.com, Inc.
Offer to Exchange
All Outstanding 5.200% Senior Notes due 2025 of Whole Foods Market, Inc.
and Solicitation of Consents to Amend the Related Indenture and Notes

Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, and including the annexes hereto,
this "prospectus") and the related letter of transmittal and consent (as it may be supplemented and amended from time to time, the "letter of transmittal and consent"),
we are offering to exchange (the "exchange offer") any and all validly tendered (and not validly withdrawn) and accepted notes issued by Whole Foods Market, Inc.
("Whole Foods Market") for notes to be issued by us as described, and for the consideration summarized, in the table below.

Notes Issued
Early
by Whole Foods
Exchange
Participation
Total

Market to be

Consideration(1)
Premium(1)
Consideration(1)(2)
Exchanged
Series of Notes to
Amazon
Amazon
Amazon
(the
Aggregate
be Issued by Us
Notes
Notes
Notes
"Whole Foods
Principal
(the "Amazon
(principal
(principal
(principal
CUSIP Nos.

Market Notes")
Amount

Notes")

amount)
Cash
amount)

amount)
Cash
966837AE6
5.200% Senior
5.200% Notes due
966837AD8
$1,000,000,000
$
970
$1.00
$
30
$
1,000
$ 1.00
Notes due 2025
2025
U96710AA3

(1) Consideration per $1,000 principal amount of Whole Foods Market Notes validly tendered and accepted for exchange, subject to any rounding as described herein.
(2) Includes the Early Participation Premium (as defined below) payable for Whole Foods Market Notes validly tendered prior to the Early Participation Date (as
defined and described below) and not validly withdrawn.
In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered prior to 5:00 p.m., New York City time, on Tuesday,
December 5, 2017, unless extended (the "Early Participation Date"), and not validly withdrawn, holders will be eligible to receive the total exchange
consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of Amazon Notes and a cash amount of $1.00.
The Total Consideration includes the early participation premium set out in the table above (the "Early Participation Premium"), which consists of $30
principal amount of Amazon Notes. In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered, and not validly
withdrawn, after the Early Participation Date but prior to the Expiration Date (as defined below), holders will be eligible to receive only the exchange
consideration set out in the table above (the "Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and
so consists of $970 principal amount of Amazon Notes and a cash amount of $1.00. Each Amazon Note issued in exchange for a Whole Foods Market Note
will have an interest rate and maturity date that are the same as the current interest rate and maturity date of such tendered Whole Foods Market Note, as
well as the same interest payment dates and optional redemption terms. No accrued but unpaid interest will be paid on the Whole Foods Market Notes in
connection with the exchange offer. However, the first interest payment for the Amazon Notes issued in the exchange will have accrued from the most recent
interest payment date for such tendered Whole Foods Market Note.
The exchange offer will expire immediately following 11:59 p.m., New York City time, on Tuesday, December 19, 2017, unless extended (the "Expiration
Date"). You may withdraw tendered Whole Foods Market Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was
$1,000,000,000 aggregate principal amount of Whole Foods Market Notes outstanding.
Concurrently with the exchange offer, we are also soliciting consents (the "consent solicitation") from each holder of the Whole Foods Market Notes, upon the terms
and conditions set forth in this prospectus and the related letter of transmittal and
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3
Table of Contents
consent, to certain proposed amendments (the "proposed amendments") to the indenture, dated as of December 3, 2015 between Whole Foods Market and U.S. Bank
National Association, as trustee (the "Whole Foods Market Trustee"), as amended and restated in the amended and restated indenture, dated as of September 8, 2016
between Whole Foods Market and the Whole Foods Market Trustee (the "Whole Foods Market Base Indenture") and the first supplemental indenture, dated as of
December 3, 2015 between Whole Foods Market and the Whole Foods Market Trustee (the "Whole Foods Market First Supplemental Indenture" and, together with the
Whole Foods Market Base Indenture, the "Whole Foods Market Indenture"), governing the Whole Foods Market Notes.
By tendering your Whole Foods Market Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Whole
Foods Market Indenture, as further described under "The Proposed Amendments." You may not consent to the proposed amendments to the Whole Foods Market
Indenture and the Whole Foods Market Notes without tendering your Whole Foods Market Notes in the appropriate exchange offer and you may not tender your Whole
Foods Market Notes for exchange without consenting to the proposed amendments. You may revoke your consent at any time prior to the Expiration Date by
withdrawing the Whole Foods Market Notes you have tendered.
The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under
"The Exchange Offer and Consent Solicitation--Conditions to the Exchange Offer and Consent Solicitation," including, among other things, the receipt of
valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of Whole Foods Market
Notes (the "Requisite Consents"). We may, at our option and in our sole discretion, waive any such conditions except the condition that the registration
statement of which this prospectus forms part has been declared effective by the U.S. Securities and Exchange Commission (the "SEC" or the "Commission").
All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date. The proposed amendments may become
effective if the Requisite Consents are received and the conditions discussed under "The Exchange Offer and Consent Solicitation--Conditions to the
Exchange Offer and Consent Solicitation" have been satisfied or, where permitted, waived.
We plan to issue the Amazon Notes promptly on or about the first business day following the Expiration Date (the "Settlement Date"), assuming that the conditions to
the exchange offer are satisfied or, where permitted, waived. The Whole Foods Market Notes are not, and the Amazon Notes will not be, listed on any securities
exchange.

This investment involves risks. Before participating in the exchange offer and consenting to the proposed amendments to the
Whole Foods Market Indenture, please see the sections entitled "Risk Factors" beginning on page 18 of this prospectus and
beginning on page 35 of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017, which is
incorporated by reference in this prospectus for a discussion of the risks that you should consider in connection with your
investment in the Amazon Notes.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
None of Amazon, Whole Foods Market, the dealer manager for the exchange offer and solicitation agent for the consent solicitation (the "dealer manager"), Global
Bondholder Services Corporation, the exchange agent and information agent for the exchange offer and consent solicitation (the "exchange agent" or the "information
agent"), the Whole Foods Market Trustee, or the Amazon Trustee (as defined in this prospectus), or any other person makes any recommendation as to whether you
should exchange your Whole Foods Market Notes in the exchange offer or deliver your consent to the proposed amendments to the Whole Foods Market Indenture and
the Whole Foods Market Notes.

The dealer manager for the exchange offer and solicitation agent for consent solicitation is:
BofA Merrill Lynch

The date of this prospectus is December 13, 2017

Table of Contents
TABLE OF CONTENTS

ABOUT THIS PROSPECTUS
ii
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3
WHERE YOU CAN FIND MORE INFORMATION
ii
FORWARD-LOOKING STATEMENTS
ii
SUMMARY
1
RISK FACTORS
18
RATIO OF EARNINGS TO FIXED CHARGES
23
USE OF PROCEEDS
24
THE EXCHANGE OFFER AND CONSENT SOLICITATION
25
DESCRIPTION OF DIFFERENCES BETWEEN THE WHOLE FOODS MARKET NOTES AND THE AMAZON NOTES
35
THE PROPOSED AMENDMENTS
67
DESCRIPTION OF NEW AMAZON NOTES
69
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
81
VALIDITY OF THE NOTES
89
EXPERTS
89
INFORMATION INCORPORATED BY REFERENCE
90
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT AMAZON AND WHOLE
FOODS MARKET FROM DOCUMENTS FILED WITH THE SEC, THAT HAVE NOT BEEN INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS. THIS INFORMATION IS AVAILABLE AT THE INTERNET WEB SITE THE SEC MAINTAINS AT WWW.SEC.GOV, AS WELL
AS FROM OTHER SOURCES. PLEASE SEE THE SECTION OF THIS PROSPECTUS "WHERE YOU CAN FIND MORE INFORMATION." YOU
ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM AMAZON, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO
AMAZON'S INFORMATION AGENT AT ITS ADDRESS OR TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS
PROSPECTUS. IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS, YOU MUST MAKE YOUR REQUEST NO LATER THAN
FIVE BUSINESS DAYS PRIOR TO THE EARLY PARTICIPATION DATE, AS IT MAY BE EXTENDED.

i
Table of Contents
ABOUT THIS PROSPECTUS
As used in this prospectus, unless the context requires otherwise, "we," "us," the "Company," or "Amazon" means Amazon.com, Inc. and its
consolidated subsidiaries (including Whole Foods Market, Inc. ("Whole Foods Market")).
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus. We and the dealer manager take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The
delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this
prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business,
financial condition, results of operations, and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Before making any decision on the exchange offer and consent
solicitation, you should read this prospectus and any prospectus supplement, together with the documents incorporated by reference in this prospectus, the
registration statement, the exhibits thereto, and the additional information described under the heading "Where You Can Find More Information."
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.
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements. 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 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 Amazon.com
invests 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 legal proceedings and claims, 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

ii
Table of Contents
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, 2017, 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."

iii
Table of Contents
SUMMARY
The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you.
This prospectus includes the basic terms of the exchange offer and consent solicitation, as well as information about our business. We encourage you
to read this prospectus and any prospectus supplement, as well as the information incorporated by reference in this prospectus, and the registration
statement and the exhibits thereto in their entirety in order to understand the exchange offer and consent solicitation fully. You should also read "Risk
Factors" in this prospectus for more information about important risks that you should consider before making an investment decision in the
exchange offer and consent solicitation.
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. 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 services and co-branded credit card agreements.
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.
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 at 410 Terry Avenue North, Seattle, Washington 98109 and our phone number is (206) 266-1000. 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."
Questions and Answers about the Exchange Offer and Consent Solicitation

Q:
Why is Amazon making the exchange offer and consent solicitation?
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3

A:
Amazon is conducting the exchange offer to simplify its capital structure and to give existing holders of Whole Foods Market Notes the
option to obtain securities issued by Amazon.com, Inc. which will be pari passu with Amazon's other unsecured and unsubordinated debt
securities. Amazon is conducting the consent solicitation to, among other things, eliminate (1) substantially all of the restrictive covenants,
(2) the change of control provisions, (3) certain requirements that must be met for Whole Foods Market to consolidate, merge, or sell all

or substantially all of its assets, and (4) certain events of default in the Whole Foods Market Indenture so they will no longer apply.
Completion of the exchange offer and consent solicitation is expected to ease administration of our consolidated indebtedness. Whole
Foods Market has already ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly, current stand-alone
information about Whole Foods Market will no longer be publicly available.

Q:
What will I receive if I tender my Whole Foods Market Notes in the exchange offer and consent solicitation?

A:
Upon the terms and subject to the conditions of the exchange offer described in this prospectus and the letter of transmittal and consent, for

each Whole Foods Market Note that you validly tender before

1
Table of Contents
11:59 p.m., New York City time, on Tuesday, December 19, 2017 (the "Expiration Date"), and do not validly withdraw, you will be
eligible to receive an Amazon Note which will accrue interest at the same current annual interest rate, have the same interest payment
dates, same optional redemption prices and same maturity date as the Whole Foods Market Note which you exchanged. Specifically, (i) in
exchange for each $1,000 principal amount of Whole Foods Market Notes that you validly tender before 5:00 p.m., New York City time,
on Tuesday, December 5, 2017, unless extended (the "Early Participation Date"), and do not validly withdraw, you will be eligible to

receive the Total Consideration, which consists of $1,000 principal amount of Amazon Notes (which amount includes the Early
Participation Premium of $30 principal amount of Amazon Notes), and a cash amount of $1.00, and (ii) in exchange for each $1,000
principal amount of Whole Foods Market Notes that you validly tender after the Early Participation Date but before the Expiration Date,
and do not validly withdraw, you will receive only the Exchange Consideration, which consists of $970 principal amount of Amazon
Notes and a cash amount of $1.00.
The Amazon Notes will be issued under and governed by the terms of the Amazon Indenture (as defined in this prospectus) described
under "The Exchange Offer and Consent Solicitation." The Amazon Notes will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. We will not accept any tender that would result in the issuance of less than $2,000 principal amount
of Amazon Notes with respect to such tender. If Amazon would be required to issue an Amazon Note in a minimum denomination other
than $2,000 or a larger whole multiple of $1,000, Amazon will, in lieu of such issuance:

·
issue an Amazon Note in a principal amount that has been rounded down to $2,000 or the nearest lesser whole multiple of $1,000

that is larger than $2,000, as applicable; and

·
pay a cash amount equal to:

· the difference between (i) the principal amount of the Amazon Notes to which the tendering holder would otherwise be

entitled and (ii) the principal amount of the Amazon Note actually issued in accordance with this paragraph; plus

· accrued and unpaid interest on the principal amount representing such difference up to, but excluding, the Settlement Date.
Except as otherwise set forth above: (i) instead of receiving a payment for accrued interest on Whole Foods Market Notes that you exchange,
the Amazon Notes you receive in exchange for those Whole Foods Market Notes will accrue interest from (and including) the most recent
interest payment date on those Whole Foods Market Notes and (ii) no accrued but unpaid interest will be paid on the Whole Foods Market Notes
that you tender for exchange.
By tendering your Whole Foods Market Notes for exchange, you will be deemed to have validly delivered your consent to the proposed
amendments to the Whole Foods Market Indenture, as further described under "The Proposed Amendments." You may not consent to the
proposed amendments to the Whole Foods Market Indenture without tendering your Whole Foods Market Notes in the exchange offer and you
may not tender your Whole Foods Market Notes for exchange without consenting to the proposed amendments. The proposed amendments may
become effective if the Requisite Consents are received and the conditions discussed under "The Exchange Offer and Consent Solicitation--
Conditions to the Exchange Offer and Consent Solicitation" have been satisfied or, where permitted, waived. You may revoke your consent at
any time before the Expiration Date by withdrawing the Whole Foods Market Notes you have tendered.

https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3

2
Table of Contents
Q:
What are the proposed amendments?

A:
The proposed amendments will, among other things, eliminate (1) substantially all of the restrictive covenants, (2) the change of control
provisions, (3) certain requirements that must be met for Whole Foods Market to consolidate, merge, or sell all or substantially all of its

assets, and (4) certain events of default in the Whole Foods Market Indenture so they will no longer apply, as well as change the delivery
date of the annual compliance certificate.
If the Requisite Consents have been received before the Expiration Date, assuming all other conditions of the exchange offer and consent
solicitation are satisfied or, where permitted, waived, all of the sections or provisions of the Whole Foods Market Indenture listed below
will be deleted or modified, as applicable:

·
Section 4.02 of the Whole Foods Market Base Indenture and Section 4.01 of the Whole Foods Market First Supplemental Indenture

--Limitations on Liens

·
Section 4.03 of the Whole Foods Market Base Indenture and Section 4.02 of the Whole Foods Market First Supplemental Indenture

--Limitation on Sale and Leaseback Transactions

·
Section 4.03 of the Whole Foods Market First Supplemental Indenture--Future Guarantors

·
Section 4.04 of the Whole Foods Market Base Indenture and Section 5.01 of the Whole Foods Market First Supplemental Indenture

--Change of Control Repurchase Event

·
Section 4.07 of the Whole Foods Market Base Indenture--Existence

·
Article 5 of the Whole Foods Market Base Indenture--Consolidation, Merger and Sale of Assets (modified to (i) remove any
restrictions on Whole Foods Market consolidating with or selling, leasing, or conveying all or substantially all of its properties or
assets to, or merging with or into, in one transaction or a series of related transactions, any other Person and (ii) require only, as a

condition to consolidate with or sell, lease, or convey all or substantially all of its properties or assets to, or merge with or into, in
one transaction or a series of related transactions, any other Person, that the Person formed by or surviving a consolidation or
merger (if other than Whole Foods Market) assumes all the obligations of Whole Foods Market under the Whole Foods Market
Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Whole Foods Market Trustee)

·
Sections 6.01(f) and (g) of the Whole Foods Market Base Indenture--Events of Default (Cross-Default, Cross-Acceleration)

·
Section 7.06 of the Whole Foods Market First Supplemental Indenture--Execution and Delivery of Guarantees
Company Reporting Covenant. Although the proposed amendments would also delete the company reporting covenant in the Whole Foods
Market Indenture, Whole Foods Market has already ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly,
has ceased to file periodic reports or information with the SEC or the Whole Foods Market Trustee or to provide such reports or
information to any holders of the Whole Foods Market Notes.
Conforming Delivery Date of Annual Compliance Certificate. The proposed amendments would also amend Section 4.05 of the Whole
Foods Market Base Indenture--Compliance Certificate--to conform the delivery date of the annual compliance certificate to that of the
Amazon Indenture.
Conforming Changes, etc. The proposed amendments would amend the Whole Foods Market Indenture to make certain conforming or
other changes to the Whole Foods Market Indenture, including modification or deletion of certain definitions and cross-references.

3
Table of Contents
The elimination or modification of the restrictive covenants contemplated by the proposed amendments would, among other things, permit
Whole Foods Market and its subsidiaries to take actions that could be adverse to the interests of the holders of the Whole Foods Market
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3
Notes that remain outstanding after consummation of the exchange offer and consent solicitation. See "Description of Differences
Between the Whole Foods Market Notes and the Amazon Notes," "The Exchange Offer and Consent Solicitation," "The Proposed
Amendments," and "Description of New Amazon Notes."

Q:
What are the consequences of not participating in the exchange offer and consent solicitation before the Early Participation Date?

A:
Upon the terms and subject to the conditions of the exchange offer, if you fail to tender your Whole Foods Market Notes before the Early
Participation Date but do so before the Expiration Date (and do not validly withdraw your Whole Foods Market Notes before the

Expiration Date), you will be eligible to receive the Exchange Consideration, which consists of $970 principal amount of Amazon Notes
and a cash amount of $1.00 for each $1,000 principal amount of Whole Foods Market Notes, but not the Early Participation Premium,
which would include an additional $30 principal amount of Amazon Notes.

Q:
What are the consequences of not participating in the exchange offer and consent solicitation at all?

A:
If you do not exchange your Whole Foods Market Notes for Amazon Notes in the exchange offer, you will not receive the benefit of
having Amazon, the parent entity of Whole Foods Market, as the obligor of your notes. In addition, if the proposed amendments to the
Whole Foods Market Notes become effective, those amendments will apply to all Whole Foods Market Notes that are not exchanged in
the exchange offer, even though the remaining holders of such Whole Foods Market Notes did not consent to the proposed amendments.
Thereafter, all such Whole Foods Market Notes will be governed by the amended Whole Foods Market Indenture, which will be less
restrictive and afford reduced protections to any remaining holders of Whole Foods Market Notes compared to those currently in place.

Additionally, the trading market for any remaining Whole Foods Market Notes may be more limited than it is at present, and the smaller
outstanding principal amount may make the trading market of any remaining Whole Foods Market Notes more volatile. Consequently, the
liquidity, market value, and price of Whole Foods Market Notes that remain outstanding may be materially and adversely affected.
Therefore, if your Whole Foods Market Notes are not tendered and accepted in the exchange offer, it may become more difficult for you
to sell or transfer your unexchanged Whole Foods Market Notes. See "Risk Factors--Risks Related to the Exchange Offer and the
Consent Solicitation--The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of
Whole Foods Market Notes."

Q:
How do the Whole Foods Market Notes differ from the Amazon Notes to be issued in the exchange offer?

A:
The Whole Foods Market Notes are the obligations solely of Whole Foods Market and are governed by the Whole Foods Market
Indenture. The Amazon Notes will be the obligations solely of Amazon and will be governed by the Amazon Indenture. The Whole

Foods Market Indenture and the Amazon Indenture differ in certain respects, including the applicable covenants, merger and consolidation
terms, and events of default. In particular, the Amazon Indenture does not contain a covenant relating to changes of control.
However, each Amazon Note issued in exchange for a Whole Foods Market Note will have an interest rate and maturity date that are the
same as the current interest rate and maturity date of the tendered

4
Table of Contents
Whole Foods Market Note, as well as the same interest payment dates and optional redemption prices, and will accrue interest from and
including the most recent interest payment date of the tendered Whole Foods Market Note. Amazon Notes will have features that are
consistent with other outstanding notes of Amazon. See "Description of Differences Between the Whole Foods Market Notes and the
Amazon Notes."

Q:
What will be the ranking of the Amazon Notes?

A:
The Amazon Notes will be unsecured general obligations of Amazon and will rank equally with all other unsecured and unsubordinated

indebtedness of Amazon from time to time outstanding. See "Description of New Amazon Notes--Ranking."
The Amazon Notes offered will also be structurally subordinated to all liabilities of our subsidiaries and any subsidiaries that we may in
the future acquire or establish. See "Risk Factors--Risks Related to the Amazon Notes--The Amazon Notes are structurally subordinated
to the indebtedness and other liabilities of our subsidiaries."
The Amazon Notes will be the obligations solely of Amazon and will not be guaranteed by any subsidiary of Amazon. While the Whole
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3
Foods Market Notes were initially guaranteed by certain subsidiaries of Whole Foods Market, such guarantees were automatically
released pursuant to Section 7.03(c) of the Whole Foods Market First Supplemental Indenture on August 28, 2017. As of the date hereof,
the Whole Foods Market Notes are the obligations solely of Whole Foods Market and are not guaranteed by any subsidiary of Whole
Foods Market.

Q:
Will the Amazon Notes be eligible for listing on an exchange?

A:
The Amazon Notes will not be listed on any securities exchange. We cannot assure you about the liquidity of the Amazon Notes or the

development of any market for the Amazon Notes. See "Risk Factors--Risks Related to the Amazon Notes--There may not be active
trading markets for the Amazon Notes."

Q:
What consents are required to effect the proposed amendments to the Whole Foods Market Indenture and consummate the exchange
offer?

A:
In order for the proposed amendments to the Whole Foods Market Indenture to be adopted, holders of not less than a majority in

aggregate principal amount of the outstanding Whole Foods Market Notes must consent to them, and those consents must be received
before the Expiration Date.

Q:
May I tender my Whole Foods Market Notes in the exchange offer without delivering a consent in the consent solicitation?

A:
No. By tendering your Whole Foods Market Notes for exchange, you will be deemed to have validly delivered your consent to the
proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes, as further described under "The

Proposed Amendments." You may not consent to the proposed amendments to the Whole Foods Market Indenture without tendering your
Whole Foods Market Notes in the exchange offer and you may not tender your Whole Foods Market Notes for exchange without
consenting to the proposed amendments.

Q:
May I tender only a portion of the Whole Foods Market Notes that I hold?

A:
Yes. You may tender only a portion of the Whole Foods Market Notes that you hold, provided that tenders of Whole Foods Market Notes

(and corresponding consents thereto) will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000.

5
Table of Contents
Q:
What are the conditions to the exchange offer and consent solicitation?

A:
The consummation of the exchange offer and consent solicitation is subject to, and conditional upon, the satisfaction or, where permitted,
waiver of the conditions discussed under "The Exchange Offer and Consent Solicitation--Conditions to the Exchange Offer and Consent
Solicitation," including, among other things, the receipt of the Requisite Consents. We may, at our option and in our sole discretion, waive
any such conditions except the condition that the registration statement of which this prospectus forms part has been declared effective by

the Commission. All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date. The
proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under "The Exchange
Offer and Consent Solicitation--Conditions to the Exchange Offer and Consent Solicitation" have been satisfied or, where permitted,
waived.

Q:
Will Amazon accept all tenders of Whole Foods Market Notes?

A:
Subject to the satisfaction or, where permitted, waiver of the conditions to the exchange offer, we will accept for exchange any and all
Whole Foods Market Notes that (i) have been validly tendered in the exchange offer before the Expiration Date and (ii) have not been

validly withdrawn before the Expiration Date (provided that tender of Whole Foods Market Notes (and corresponding consents thereto)
will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000).

Q:
What will Amazon do with the Whole Foods Market Notes accepted for exchange in the exchange offer?
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3

A:
The Whole Foods Market Notes surrendered in connection with the exchange offer and accepted for exchange will have the status of

Whole Foods Market Notes issued but not outstanding or will be retired and cancelled at our option.

Q:
When will Amazon issue the Amazon Notes and pay the cash consideration?

A:
Assuming the conditions to the exchange offer are satisfied or, where permitted, waived, Amazon will issue the Amazon Notes in book-

entry form and pay the cash consideration promptly on or about the first business day following the Expiration Date (the "Settlement
Date").

Q:
Will I be paid the accrued and unpaid interest on my Whole Foods Market Notes accepted for exchange on the Settlement Date?

A:
No, that interest will not be paid in cash on the Settlement Date. The Amazon Notes received in exchange for the tendered Whole Foods
Market Notes will instead accrue interest from (and including) the most recent date for which interest has been paid on the tendered

Whole Foods Market Notes; provided, that interest will only accrue on the aggregate principal amount of Amazon Notes you receive,
which will be less than the principal amount of Whole Foods Market Notes you tendered for exchange if you tender your Whole Foods
Market Notes after the Early Participation Date.

Q:
When will the proposed amendments to the Whole Foods Market Indenture become operative?

A:
If we receive the Requisite Consents before the Expiration Date, we expect that the proposed amendments to the Whole Foods Market

Indenture will become effective on the Settlement Date.

6
Table of Contents
Q:
When will the exchange offer expire?

A:
The exchange offer will expire after 11:59 p.m., New York City time, on Tuesday, December 19, 2017, unless we, in our sole discretion,

extend the exchange offer, in which case the Expiration Date will be the latest date and time to which such exchange offer is extended.
See "The Exchange Offer and Consent Solicitation--Expiration Date; Extensions; Amendments."

Q:
Can I withdraw my Whole Foods Market Notes after I tender them? Can I revoke the consent related to my Whole Foods Market
Notes after I deliver it?

A:
Tenders of Whole Foods Market Notes may be validly withdrawn (and the related consents to the proposed amendments revoked as a

result) at any time before the Expiration Date.
Following the Expiration Date, tenders of Whole Foods Market Notes may not be validly withdrawn unless Amazon is required by law to
permit withdrawal. In the event of termination of the exchange offer, the Whole Foods Market Notes tendered will be promptly returned to
the tendering holders. See "The Exchange Offer and Consent Solicitation--Procedures for Tendering and Consenting--Withdrawal of
Tenders and Revocation of Corresponding Consents."

Q:
How do I exchange my Whole Foods Market Notes if I am a beneficial owner of Whole Foods Market Notes held in certificated form by
a broker, dealer, commercial bank, trust company, or other nominee? Will the record holder exchange my Whole Foods Market Notes
for me?

A:
Currently, all of the Whole Foods Market Notes are held in book-entry form and can only be tendered through the applicable procedures
of The Depository Trust Company ("DTC"). If your Whole Foods Market Notes are held by a broker, dealer, commercial bank, trust
company, or other nominee, that nominee may not take action on the exchange offer and consent solicitation unless you provide that
nominee with instructions to tender your Whole Foods Market Notes on your behalf. See "The Exchange Offer and Consent Solicitation--

Procedures for Tendering and Consenting--Whole Foods Market Notes Held Through a Nominee." However, if any Whole Foods Market
Notes are subsequently issued in certificated form and are held of record by a broker, dealer, commercial bank, trust company, or other
nominee and you wish to tender the securities in the exchange offer, you should contact that institution promptly and instruct the
institution to tender on your behalf.
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

424B3
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company, or other nominee may establish its own
earlier deadlines for participation in the exchange offer and consent solicitation. Accordingly, beneficial owners wishing to participate in
the exchange offer and consent solicitation should contact their broker, dealer, commercial bank, trust company, or other nominee as soon
as possible in order to determine the times by which you must take action in order to participate in the exchange offer and consent
solicitation.

Q:
Will I have to pay any fees or commissions if I tender my Whole Foods Market Notes for exchange in the exchange offer?

A:
You will not be required to pay any fees or commissions to Amazon, the dealer manager, the exchange agent, or the information agent in
connection with the exchange offer. If you hold Whole Foods Market Notes through a broker, dealer, commercial bank, trust company, or

other nominee that tenders your Whole Foods Market Notes on your behalf, your broker or other nominee may charge you a commission
for doing so. You should consult your broker, dealer, commercial bank, trust company, or other nominee to determine whether any
charges will apply.

7
Table of Contents
Q:
Will a holder recognize gain or loss on the exchange of Whole Foods Market Notes for Amazon Notes and cash?

A:
A U.S. Holder (as defined in "Material U.S. Federal Income Tax Consequences") that tenders Whole Foods Market Notes in exchange for

Amazon Notes and cash will generally recognize taxable gain or loss for U.S. federal income tax purposes. See "Material U.S. Federal
Income Tax Consequences--U.S. Holders--The Exchange Offer."

Q:
What will be the U.S. federal income tax treatment of holders who do not tender their Whole Foods Market Notes pursuant to the
exchange offer?

A:
The U.S. federal income tax treatment of holders who do not tender their Whole Foods Market Notes pursuant to the exchange offer is
unclear. The adoption of the proposed amendments may or may not result in a deemed exchange of Whole Foods Market Notes for "new"
notes for U.S. federal income tax purposes. We intend to take the position that that the adoption of the proposed amendments does not
result in a deemed exchange for U.S. federal income tax purposes. If the adoption of the proposed amendments does not result in a

deemed exchange, non-exchanging holders should not realize gain or loss as a result of the adoption of the proposed amendments and
completion of the exchange offer. If the adoption of the proposed amendments does result in a deemed exchange, a U.S. Holder may
recognize taxable gain or loss on the deemed exchange of Whole Foods Market Notes for "new" notes for U.S. federal income tax
purposes. See "Material U.S. Federal Income Tax Consequences--Holders Not Tendering in the Exchange Offer."

Q:
Are there procedures for guaranteed delivery of Whole Foods Market Notes?

A:
No. There are no guaranteed delivery procedures applicable to the exchange offer. If you wish to participate in the exchange offer you
must validly tender your Whole Foods Market Notes in accordance with the procedures described in this prospectus before the Early

Participation Date, in order to be eligible to receive the Total Consideration, or before the Expiration Date, in order to be eligible to
receive the Exchange Consideration.

Q:
Is any recommendation being made about the exchange offer and the consent solicitation?

A:
None of Amazon, Whole Foods Market, the dealer manager, the exchange agent, the information agent, the Amazon Trustee, the Whole
Foods Market Trustee, or any other person makes any recommendation as to whether you should tender or refrain from tendering any or

all of your Whole Foods Market Notes (and in so doing, consent to the adoption of the proposed amendments to the Whole Foods Market
Indenture and the Whole Foods Market Notes), and no one has been authorized by any of them to make such a recommendation.

Q:
To whom should I direct any questions?

A:
Questions concerning the terms of the exchange offer or the consent solicitation should be directed to the dealer manager:
BofA Merrill Lynch
214 North Tryon Street, 14th Floor
https://www.sec.gov/Archives/edgar/data/1018724/000119312517368364/d494353d424b3.htm[12/14/2017 9:04:25 AM]

Document Outline

#1">
- #1">