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

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

SEATTLE--(BUSINESS WIRE)--Dec. 20, 2017-- Amazon.com, Inc. (NASDAQ:AMZN) ( Amazon or the Company ) today announced the final results of its previously announced offer to exchange all validly tendered (and not validly withdrawn) and accepted 5.200% Senior Notes due 2025 (CUSIP Nos. 966837AE6/966837AD8/U96710AA3) (the Whole Foods Market Notes ) issued by Whole Foods Market, Inc. (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 ) for new 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 was declared effective by the SEC on December 13, 2017.

As of 11:59 p.m., New York City time, on December 19, 2017 (the Expiration Date ) 87.19% of the aggregate principal amount (which is 87.19% of the total outstanding principal amount) of the Whole Foods Market Notes have been validly tendered (and not validly withdrawn) in connection with the Exchange Offer. As of the Expiration Date, the requisite consents to amend the indenture governing the Whole Foods Market Notes have been obtained. The final settlement of the Exchange Offer is expected to take place on or about December 20, 2017.

The dealer manager for the Exchange Offer is:

BofA Merrill Lynch

By Phone:

Collect: (980) 387-3907

Toll-Free: (888) 292-0070

By Mail or Hand:

214 North Tryon Street, 14th Floor

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):

(212) 430-3775 or

(212) 430-3779

By Phone:

Toll Free: (866) 470-3900

By Mail or Hand:

65 Broadway-Suite 404

New York, New York 10006

The Exchange Offer was made under the terms and conditions set forth in Amazon's prospectus, dated as of December 13, 2017 (the Prospectus ), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the Letter of Transmittal ).

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, 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 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 Amazon's filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. 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.

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