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Amazon.com, Inc. Announces Early Participation Results of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025

07/12/2017

Amazon.com, Inc. Announces Early Participation Results of Exchange Offer and Consent Solicitation for Whole Foods Market, Inc. 5.200% Notes Due 2025

SEATTLE--(BUSINESS WIRE)--Dec. 6, 2017-- Amazon.com, Inc. (NASDAQ: AMZN) ( Amazon or the Company ) today announced that as of 5:00 p.m. New York City time, on December 5, 2017 (the Early Participation Date ) 86.75% of the aggregate principal amount (which is 86.75% of the total outstanding principal amount) of the 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the Whole Foods Market Notes ) issued by Whole Foods Market, Inc. ( Whole Foods Market ) have been validly tendered (and not validly withdrawn) in Amazon's previously announced offer to exchange all validly tendered (and not validly withdrawn) and accepted Whole Foods Market Notes for 5.200% Notes due 2025 to be issued by Amazon (the Amazon Notes ), and the related solicitation of consents to amend the indenture governing the Whole Foods Market Notes (together, the Exchange Offer ). In connection with the Exchange Offer, Amazon filed a Registration Statement on Form S-4 (File No. 333-221675) (the Registration Statement ) for the issuance of the Amazon Notes with the Securities and Exchange Commission ( SEC ) on November 20, 2017, which has not yet been declared effective.

The dealer manager for the Exchange Offer is:

BofA Merrill Lynch

By Phone

By Mail or Hand:

Collect: (980) 387-3907 214 North Tryon Street, 14th Floor

Toll-Free: (888) 292-0070 Charlotte, North Carolina 28255

Attention: Liability Management Group

The exchange agent and information agent for the Exchange Offer is:

Global Bondholder Services Corporation

By Facsimile (Eligible Institutions Only):

By Phone

By Mail or Hand:

(212) 430-3775 or Toll Free: (866) 470-3900 65 Broadway-Suite 404

(212) 430-3779 New York, New York 10006

Amazon is making the Exchange Offer under the terms and conditions set forth in its preliminary prospectus, dated as of November 20, 2017 (the Prospectus ), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the Letter of Transmittal ) that contain a more complete description of the terms and conditions of the Exchange Offer. Subject to the Registration Statement being declared effective, the Exchange Offer will expire at 11:59 p.m., New York City time, on December 19, 2017, unless extended (the Expiration Date ). Tendered Whole Foods Market Notes, and related consents, may be validly withdrawn at any time before the Expiration Date, and Amazon may terminate or withdraw the Exchange Offer at any time for any reason, subject to applicable law.

The consummation of the Exchange Offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the Prospectus, including, among other things, the receipt of valid consents to the proposed amendments to the indenture governing the Whole Foods Market Notes from the holders of at least a majority of the outstanding aggregate principal amount of the Whole Foods Market Notes and the Registration Statement having been declared effective by the SEC.

The Exchange Offer may be made solely under the terms and conditions described in the Prospectus, the Letter of Transmittal, and the other related materials. Amazon has filed the Registration Statement for the Amazon Notes with the SEC, but the Registration Statement is not yet effective. The Amazon Notes may not be issued, nor may tenders of Whole Foods Market Notes be accepted, before the time the Registration Statement is declared effective by the SEC.

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described in this press release and is also not a solicitation of the related consents. These securities will not be sold in any state or other jurisdiction where any offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such state or other jurisdiction.

About Amazon

Amazon is guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. Customer reviews, 1-Click shopping, personalized recommendations, Prime, Fulfillment by Amazon, AWS, Kindle Direct Publishing, Kindle, Fire tablets, Fire TV, Amazon Echo, and Alexa are some of the products and services pioneered by Amazon. For more information, visit www.amazon.com/about and follow @AmazonNews.

FORWARD-LOOKING STATEMENTS

This press release includes 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 this press release 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 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, delive
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