ITEM 8.01. OTHER EVENTS.

On June 3, 2020, Amazon.com, Inc. (the "Company") closed the sale of $1,000,000,000 aggregate principal amount of its 0.400% notes due 2023 (the "2023 Notes"), $1,250,000,000 aggregate principal amount of its 0.800% notes due 2025 (the "2025 Notes"), $1,250,000,000 aggregate principal amount of its 1.200% notes due 2027 (the "2027 Notes"), $2,000,000,000 aggregate principal amount of its 1.500% notes due 2030 (the "2030 Notes"), $2,500,000,000 aggregate principal amount of its 2.500% notes due 2050 (the "2050 Notes"), and $2,000,000,000 aggregate principal amount of its 2.700% notes due 2060 (the "2060 Notes" and, together with the 2023 Notes, 2025 Notes, 2027 Notes, 2030 Notes, and 2050 Notes, the "Notes") pursuant to an underwriting agreement dated June 1, 2020 (the "Underwriting Agreement") among the Company and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., and J.P. Morgan Securities LLC, as managers of the several underwriters named in Schedule II therein. The sale of the Notes was registered under the Company's registration statement on Form S-3 filed on June 1, 2020 (File No. 333-238831).

The aggregate public offering price of the Notes was $9.946 billion and the estimated net proceeds from the offering were approximately $9.918 billion, after deducting underwriting discounts from the public offering price and before deducting offering expenses payable by us. 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 June 3, 2020 issued pursuant thereto establishing the terms of each series of the Notes (the "Officers' Certificate").

The foregoing descriptions of the Underwriting Agreement and the Officers' Certificate are qualified in their entirety by the terms of such agreements, which are filed as Exhibit 1.1 and Exhibit 4.1, 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 2023 Note, form of 2025 Note, form of 2027 Note, form of 2030 Note, form of 2050 Note, and form of 2060 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6, and Exhibit 4.7, respectively, and incorporated herein by reference.



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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.

 Exhibit
 Number                                      Description

    1.1            Underwriting Agreement, dated as of June 1, 2020, among
                 Amazon.com, Inc. and Goldman Sachs & Co. LLC, Deutsche Bank
                 Securities Inc., HSBC Securities (USA) Inc., and J.P. Morgan
                 Securities LLC, as managers of the several underwriters named in
                 Schedule II therein.

    4.1            Officers' Certificate of Amazon.com, Inc., dated as of June 3,
                 2020.

    4.2            Form of 0.400% Note due 2023 (included in Exhibit 4.1).

    4.3            Form of 0.800% Note due 2025 (included in Exhibit 4.1).

    4.4            Form of 1.200% Note due 2027 (included in Exhibit 4.1).

    4.5            Form of 1.500% Note due 2030 (included in Exhibit 4.1).

    4.6            Form of 2.500% Note due 2050 (included in Exhibit 4.1).

    4.7            Form of 2.700% Note due 2060 (included in Exhibit 4.1).

    5.1            Opinion of Gibson, Dunn & Crutcher LLP.

   23.1            Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).


   104           The cover page from this Current Report on Form 8-K, formatted in
                 Inline XBRL (included as Exhibit 101).


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