On November 29, 2012, Amazon.com, Inc. (the "Company") closed the sale of $750,000,000 aggregate principal amount of its 0.650% notes due 2015 (the "2015 Notes"), $1,000,000,000 aggregate principal amount of its 1.200% notes due 2017 (the "2017 Notes") and $1,250,000,000 aggregate principal amount of its 2.500% notes due 2022 (the "2022 Notes" and, together with the 2015 Notes and the 2017 Notes, the "Notes") pursuant to an underwriting agreement dated November 26, 2012 (the "Underwriting Agreement") among the Company and Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The sale of the Notes was registered under the Company's registration statement on Form S-3 filed on November 26, 2012 (File No. 333-185137).

The aggregate public offering price of the Notes was $2.982 billion and the estimated net proceeds from the offering were approximately $2.973 billion, after deducting underwriting discounts from the public offering price. The Notes were issued pursuant to an indenture dated as of November 29, 2012 (the "Indenture") between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"), together with the officers' certificate dated as of November 29, 2012 issued pursuant thereto establishing the terms of each series of the Notes (the "Officers' Certificate").

The foregoing descriptions of the Underwriting Agreement, the Indenture, and the Officers' Certificate are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.01, 4.01, and 4.02, respectively, and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the form of 0.650% Note due 2015, form of 1.200% Note due 2017 and form of 2.500% Note due 2022, which are filed hereto as Exhibit 4.03, Exhibit 4.04 and Exhibit 4.05, respectively, and incorporated herein by reference.

(d) Exhibits.

Exhibit Number         Description

 1.01                  Underwriting Agreement, dated as of November 26, 2012, among
                       Amazon.com, Inc. and Goldman, Sachs & Co. and Morgan Stanley
                       & Co. LLC, as representatives of the several underwriters
                       named therein

 4.01                  Indenture, dated as of November 29, 2012, between
                       Amazon.com, Inc. and Wells Fargo Bank, National Association,
                       as trustee

 4.02                  Officers' Certificate of Amazon.com, Inc., dated as of
                       November 29, 2012

 4.03                  Form of 0.650% Note due 2015

 4.04                  Form of 1.200% Note due 2017

 4.05                  Form of 2.500% Note due 2022

 5.01                  Opinion of Gibson, Dunn & Crutcher LLP

23.01                  Consent of Gibson, Dunn & Crutcher LLP (included in
                       Exhibit 5.01)