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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 12, 2021
Date of Report
(Date of earliest event reported)
AMAZON.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware XXXXXXXXXX1646860
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
410 Te
y Avenue North, Seattle, Washington XXXXXXXXXX
(Address of principal executive offices, including Zip Code)
XXXXXXXXXX
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR XXXXXXXXXX)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share AMZN Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ XXXXXXXXXXof this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new o
evised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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TABLE OF CONTENTS
ITEM 8.01. OTHER EVENTS. 3
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. 4
SIGNATURES 5
EXHIBIT 1.1
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 4.3
EXHIBIT 4.4
EXHIBIT 4.5
EXHIBIT 4.6
EXHIBIT 4.7
EXHIBIT 4.8
EXHIBIT 4.9
EXHIBIT 5.1
EXHIBIT 23.1
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ITEM 8.01. OTHER EVENTS.
On May 12, 2021, Amazon.com, Inc. (the “Company”) closed the sale of $1,000,000,000 aggregate principal amount of its 0.250% notes due 2023
(the “2023 Notes” or the “Sustainability Notes”), $2,500,000,000 aggregate principal amount of its 0.450% notes due 2024 (the “2024 Notes”),
$2,750,000,000 aggregate principal amount of its 1.000% notes due 2026 (the “2026 Notes”), $2,250,000,000 aggregate principal amount of its 1.650%
notes due 2028 (the “2028 Notes”), $3,000,000,000 aggregate principal amount of its 2.100% notes due 2031 (the “2031 Notes”), $2,000,000,000 aggregate
principal amount of its 2.875% notes due 2041 (the “2041 Notes”), $3,250,000,000 aggregate principal amount of its 3.100% notes due 2051 (the “2051
Notes”), and $1,750,000,000 aggregate principal amount of its 3.250% notes due 2061 (the “2061 Notes” and, together with the 2023 Notes, 2024 Notes,
2026 Notes, 2028 Notes, 2031 Notes, 2041 Notes, and 2051 Notes, the “Notes”) pursuant to an underwriting agreement dated May 10, 2021 (the
“Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, and Wells
Fargo Securities, LLC, as managers of the several underwriters named in Schedule II therein. The sale of the Notes was registered under the Company’s
egistration statement on Form S-3 filed on June 1, 2020 (File No XXXXXXXXXXAs noted below, an affiliate of Wells Fargo Securities, LLC acts as the
trustee under the Company’s Indenture (as defined below).
The aggregate public offering price of the Notes was $18.437 billion and the estimated net proceeds from the offering were approximately
$18.395 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 May 12, 2021 issued pursuant thereto establishing the terms of each series of the
Notes (the “Officers’ Certificate”).
The Company intends to allocate an amount equal to the net proceeds from the sale of the Sustainability Notes to finance or refinance, in whole or in
part, green or social Eligible Projects (as defined in the Company’s prospectus supplement dated as of May 10, 2021, which was filed with the Securities
and Exchange Commission on May 12, 2021).
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 2024 Note, form of 2026 Note, form of 2028 Note, form of 2031 Note,
form of 2041 Note, form of 2051 Note, and form of 2061 Note, which are filed hereto as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, Exhibit 4.5, Exhibit 4.6,
Exhibit 4.7, Exhibit 4.8, and Exhibit 4.9, 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 May 10, 2021, among Amazon.com, Inc. and J.P. Morgan Securities LLC, Citigroup Global Markets
Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as managers of the several underwriters named in Schedule II therein.
4.1 Officers’ Certificate of Amazon.com, Inc., dated as of May 12, 2021.
4.2 Form of 0.250% Note due 2023 (included in Exhibit 4.1).
4.3 Form of 0.450% Note due 2024 (included in Exhibit 4.1).
4.4 Form of 1.000% Note due 2026 (included in Exhibit 4.1).
4.5 Form of 1.650% Note due 2028 (included in Exhibit 4.1).
4.6 Form of 2.100% Note due 2031 (included in Exhibit 4.1).
4.7 Form of 2.875% Note due 2041 (included in Exhibit 4.1).
4.8 Form of 3.100% Note due 2051 (included in Exhibit 4.1).
4.9 Form of 3.250% Note due 2061 (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 Cu
ent Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMAZON.COM, INC. (REGISTRANT)
By: /s/ Antonio Masone
Dated: May 12, XXXXXXXXXXAntonio Masone
Vice President and Treasure
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Exhibit 1.1
Execution Version
AMAZON.COM, INC.
0.250% NOTES DUE 2023
0.450% NOTES DUE 2024
1.000% NOTES DUE 2026
1.650% NOTES DUE 2028
2.100% NOTES DUE 2031
2.875% NOTES DUE 2041
3.100% NOTES DUE 2051
3.250% NOTES DUE 2061
UNDERWRITING AGREEMENT
May 10, 2021
May 10, 2021
To the Managers named in Schedule I hereto
for the Underwriters named in Schedule II hereto
Ladies and Gentlemen:
Amazon.com, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the
“Underwriters”), for whom you are acting as managers (the “Managers”), the principal amount of its debt securities identified in Schedule I hereto (the
“Securities”), to be issued under the indenture specified in Schedule I hereto (the “Indenture”) between the Company and the Trustee identified in such
Schedule (the “Trustee”). If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms
“Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus (the file
number of which is set forth in Schedule I hereto) on Form S-3, relating to securities (the “Shelf Securities”), including the Securities, to be issued from
time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of
the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities
Act”), is hereinafter refe
ed to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated June 1, 2020 is hereinafte
efe
ed to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the
form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers
pursuant to Rule 173 under the Securities Act) is hereinafter refe
ed to as the “Prospectus,” and the term “preliminary prospectus” means any
preliminary form of the Prospectus. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities
Act and relating to the offering of the Securities, “Time of Sale Prospectus” means the documents