As filed with the Securities and Exchange Commission on November 20, 2017

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMAZON.COM, INC.

(Exact name of registrant as specified in its charter)

410 Terry Avenue North

Seattle, WA 98109-5210

(206) 266-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David A. Zapolsky

Senior Vice President, General Counsel, and Secretary

Amazon.com, Inc.

410 Terry Avenue North

Seattle, WA 98109-5210

(206) 266-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: Pursuant to Rule 162 under the Securities Act of 1933, as amended (the “Securities Act”), the offer described herein will commence as soon as practicable after the date of this Registration Statement. The offer cannot, however, be completed prior to the time this Registration Statement becomes effective. Accordingly, any actual acceptance of securities for exchange pursuant to the offer will occur only after this Registration Statement is effective, subject to the conditions set forth in this Registration Statement.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

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 or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission (the “SEC” or the “Commission”), acting pursuant to said Section 8(a), may determine.

The information in this prospectus may change. We may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement, as filed with the U.S. Securities and Exchange Commission (of which this prospectus is a part), is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2017

PROSPECTUS

Amazon.com, Inc.

Offer to Exchange

All Outstanding 5.200% Senior Notes due 2025 of Whole Foods Market, Inc.

and Solicitation of Consents to Amend the Related Indenture and Notes

Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, and including the annexes hereto, this “prospectus”) and the related letter of transmittal and consent (as it may be supplemented and amended from time to time, the “letter of transmittal and consent”), we are offering to exchange (the “exchange offer”) any and all validly tendered (and not validly withdrawn) and accepted notes issued by Whole Foods Market, Inc. (“Whole Foods Market”) for notes to be issued by us as described, and for the consideration summarized, in the table below.

In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered prior to 5:00 p.m., New York City time, on Tuesday, December 5, 2017, unless extended (the “Early Participation Date”), and not validly withdrawn, holders will be eligible to receive the total exchange consideration set out in the table above (the “Total Consideration”), which consists of $1,000 principal amount of Amazon Notes and a cash amount of $1.00. The Total Consideration includes the early participation premium set out in the table above (the “Early Participation Premium”), which consists of $30 principal amount of Amazon Notes. In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered, and not validly withdrawn, after the Early Participation Date but prior to the Expiration Date (as defined below), holders will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970 principal amount of Amazon Notes and a cash amount of $1.00. Each Amazon Note issued in exchange for a Whole Foods Market Note will have an interest rate and maturity date that are the same as the current interest rate and maturity date of such tendered Whole Foods Market Note, as well as the same interest payment dates and optional redemption terms. No accrued but unpaid interest will be paid on the Whole Foods Market Notes in connection with the exchange offer. However, the first interest payment for the Amazon Notes issued in the exchange will have accrued from the most recent interest payment date for such tendered Whole Foods Market Note.

The exchange offer will expire immediately following 11:59 p.m., New York City time, on Tuesday, December 19, 2017, unless extended (the “Expiration Date”). You may withdraw tendered Whole Foods Market Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was $1,000,000,000 aggregate principal amount of Whole Foods Market Notes outstanding.

Concurrently with the exchange offer, we are also soliciting consents (the “consent solicitation”) from each holder of the Whole Foods Market Notes, upon the terms and conditions set forth in this prospectus and the related letter of transmittal and

consent, to certain proposed amendments (the “proposed amendments”) to the indenture, dated as of December 3, 2015 between Whole Foods Market and U.S. Bank National Association, as trustee (the “Whole Foods Market Trustee”), as amended and restated in the amended and restated indenture, dated as of September 8, 2016 between Whole Foods Market and the Whole Foods Market Trustee (the “Whole Foods Market Base Indenture”) and the first supplemental indenture, dated as of December 3, 2015 between Whole Foods Market and the Whole Foods Market Trustee (the “Whole Foods Market First Supplemental Indenture” and, together with the Whole Foods Market Base Indenture, the “Whole Foods Market Indenture”), governing the Whole Foods Market Notes.

By tendering your Whole Foods Market Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Whole Foods Market Indenture, as further described under “The Proposed Amendments.” You may not consent to the proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes without tendering your Whole Foods Market Notes in the appropriate exchange offer and you may not tender your Whole Foods Market Notes for exchange without consenting to the proposed amendments. You may revoke your consent at any time prior to the Expiration Date by withdrawing the Whole Foods Market Notes you have tendered.

The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation,” including, among other things, the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of Whole Foods Market Notes (the “Requisite Consents”). We may, at our option and in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms part has been declared effective by the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date. The proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived.

We plan to issue the Amazon Notes promptly on or about the first business day following the Expiration Date (the “Settlement Date”), assuming that the conditions to the exchange offer are satisfied or, where permitted, waived. The Whole Foods Market Notes are not, and the Amazon Notes will not be, listed on any securities exchange.

This investment involves risks. Before participating in the exchange offer and consenting to the proposed amendments to the Whole Foods Market Indenture, please see the sections entitled “Risk Factors” beginning on page 18 of this prospectus and beginning on page 35 of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017, which is incorporated by reference in this prospectus for a discussion of the risks that you should consider in connection with your investment in the Amazon Notes.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

None of Amazon, Whole Foods Market, the dealer manager for the exchange offer and solicitation agent for the consent solicitation (the “dealer manager”), Global Bondholder Services Corporation, the exchange agent and information agent for the exchange offer and consent solicitation (the “exchange agent” or the “information agent”), the Whole Foods Market Trustee, or the Amazon Trustee (as defined in this prospectus), or any other person makes any recommendation as to whether you should exchange your Whole Foods Market Notes in the exchange offer or deliver your consent to the proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes.

The dealer manager for the exchange offer and solicitation agent for consent solicitation is:

BofA Merrill Lynch

The date of this prospectus is                     , 2017

TABLE OF CONTENTS

THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT AMAZON AND WHOLE FOODS MARKET FROM DOCUMENTS FILED WITH THE SEC, THAT HAVE NOT BEEN INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS INFORMATION IS AVAILABLE AT THE INTERNET WEB SITE THE SEC MAINTAINS AT WWW.SEC.GOV, AS WELL AS FROM OTHER SOURCES. PLEASE SEE THE SECTION OF THIS PROSPECTUS “WHERE YOU CAN FIND MORE INFORMATION.” YOU ALSO MAY REQUEST COPIES OF THESE DOCUMENTS FROM AMAZON, WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST TO AMAZON’S INFORMATION AGENT AT ITS ADDRESS OR TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS. IN ORDER TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS, YOU MUST MAKE YOUR REQUEST NO LATER THAN FIVE BUSINESS DAYS PRIOR TO THE EARLY PARTICIPATION DATE, AS IT MAY BE EXTENDED.

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ABOUT THIS PROSPECTUS

As used in this prospectus, unless the context requires otherwise, “we,” “us,” the “Company,” or “Amazon” means Amazon.com, Inc. and its consolidated subsidiaries (including Whole Foods Market, Inc. (“Whole Foods Market”)).

No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus. We and the dealer manager take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of such information. Our business, financial condition, results of operations, and prospects may have changed since those dates.

This prospectus is part of a registration statement that we have filed with the SEC. Before making any decision on the exchange offer and consent solicitation, you should read this prospectus and any prospectus supplement, together with the documents incorporated by reference in this prospectus, the registration statement, the exhibits thereto, and the additional information described under the heading “Where You Can Find More Information.”

WHERE YOU CAN FIND MORE INFORMATION

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy, and information statements and other information regarding Amazon.com, Inc. and other companies that file materials with the SEC electronically. Copies of our periodic and current reports and proxy statements may be obtained, free of charge, on our website at www.amazon.com/ir. This reference to our Internet address is for informational purposes only and shall not, under any circumstances, be deemed to incorporate the information available at or through such Internet address into this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain 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 or incorporated by reference into this prospectus 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.com 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

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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 our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, under “Item 1A. Risk Factors.” 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. See “Where You Can Find More Information.”

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RISK FACTORS

Participating in the exchange offer and the consent solicitation involves certain risks. In addition to the other information contained in, or incorporated by reference into, this prospectus and any prospectus supplement, you should carefully consider the following discussion of risks before deciding whether participating in the exchange offer and consent solicitation is suitable for you. In addition, you should carefully consider the other risks, uncertainties, and assumptions that are set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, before deciding to participate in the exchange offer and consent solicitation.

In addition to the foregoing risks relating to us, the following are additional risks relating to the Amazon Notes, the exchange offer, and the consent solicitation.

Risks Related to the Amazon Notes

The Amazon Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.

The Amazon Notes are obligations exclusively of Amazon.com, Inc. and not of any of our subsidiaries. Our operations are primarily conducted through our subsidiaries, which are separate legal entities that have no obligation to pay any amounts due under the Amazon Notes or to make any funds available therefor, whether by dividends, loans, or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors) of our subsidiaries will have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the Amazon Notes). Consequently, the Amazon Notes will be structurally subordinated to all liabilities of our subsidiaries and any subsidiaries that we may in the future acquire or establish.

The Amazon Notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the Amazon Notes.

The Amazon Notes are unsecured general obligations, ranking equally with other senior unsecured indebtedness of Amazon outstanding from time to time. The Amazon Indenture and our existing outstanding senior notes (the “Existing Amazon Notes”), and the agreements governing our other debt, permit us and our subsidiaries to incur additional indebtedness, including secured debt. If we incur any additional secured debt, our assets will be subject to prior claims by our secured creditors to the extent of the value of the assets securing such indebtedness. In the event of our bankruptcy, liquidation, reorganization, or other winding up, assets that secure debt will be available to pay obligations on the Amazon Notes only after all debt secured by those assets has been repaid in full. Holders of the Amazon Notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including holders of our Existing Amazon Notes and our trade creditors. If we incur any additional obligations that rank equally with the Amazon Notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the Amazon Notes and the Existing Amazon Notes in any proceeds distributed upon our insolvency, liquidation, reorganization, dissolution, or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all of these creditors, all or a portion of the Amazon Notes then outstanding would remain unpaid.

The limited covenants in the Amazon Indenture and the terms of the Amazon Notes do not provide protection against some types of important corporate events and may not protect your investment.

The Amazon Indenture does not:

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As a result of the foregoing, when evaluating the terms of the Amazon Notes, you should be aware that the terms of the Amazon Indenture and the Amazon Notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances, and events, such as certain acquisitions, refinancings, or recapitalizations that could substantially and adversely affect our capital structure and the value of the Amazon Notes. For these reasons, you should not consider the covenants in the Amazon Indenture as a significant factor in evaluating whether to invest in the Amazon Notes.

Changes in our credit ratings may adversely affect your investment in the Amazon Notes.

The major debt rating agencies routinely evaluate our debt. These ratings are not recommendations to purchase, hold, or sell the Amazon Notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor, are limited in scope, and do not address all material risks relating to an investment in the Amazon Notes, but rather reflect only the view of each rating agency at the time the rating is issued. The ratings are based on information furnished to the ratings agencies by us and information obtained by the ratings agencies from other sources. An explanation of the significance of such rating may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that such ratings will not be lowered, suspended, or withdrawn entirely by the rating agencies, if, in each rating agency’s judgment, circumstances so warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could affect the market value and liquidity of the Amazon Notes and increase our corporate borrowing costs.

There may not be active trading markets for the Amazon Notes.

We cannot assure you that trading markets for the Amazon Notes will ever develop or will be maintained. Further, there can be no assurance as to the liquidity of any markets that may develop for the Amazon Notes, your ability to sell your Amazon Notes, or the prices at which you will be able to sell your Amazon Notes. Future trading prices of the Amazon Notes will depend on many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to the Amazon Notes, and the market for similar securities. Any trading markets that develop for the Amazon Notes would be affected by many factors independent of and in addition to the foregoing, including the:

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Redemption of the Amazon Notes may adversely affect your return on such Amazon Notes.

We have the right to redeem all of the Amazon Notes prior to maturity. We may redeem these Amazon Notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of your Amazon Notes.

Risks Related to the Exchange Offer and the Consent Solicitation

The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of Whole Foods Market Notes.

Although the Whole Foods Market Indenture currently contains limited protections, if the proposed amendments to the Whole Foods Market Indenture are adopted, the covenants and certain other terms of such amended Whole Foods Market Notes will be even less restrictive and will afford reduced protections to any remaining holders of such Whole Foods Market Notes compared to the covenants and other provisions currently in place.

The proposed amendments to the Whole Foods Market Indenture would, among other things, eliminate (1) substantially all of the restrictive covenants, (2) the change of control provisions, (3) certain requirements that must be met for Whole Foods Market to consolidate, merge, or sell all or substantially all of its assets, and (4) certain events of default in the Whole Foods Market Indenture so they will no longer apply, as well as change the delivery date of the annual compliance certificate.

If the proposed amendments are adopted for the Whole Foods Market Notes, each non-exchanging holder of the Whole Foods Market Notes will be bound by the proposed amendments even if that holder did not consent to the proposed amendments. These amendments will permit us to take certain actions previously prohibited that could increase the credit risk of Whole Foods Market, and might adversely affect the liquidity, market price, and price volatility of the Whole Foods Market Notes or otherwise be adverse to the interests of the holders of the Whole Foods Market Notes. See “The Proposed Amendments.”

The liquidity of the Whole Foods Market Notes that are not exchanged will be reduced.

We expect that the trading market for unexchanged Whole Foods Market Notes will become more limited due to the reduction in the amount of the Whole Foods Market Notes outstanding upon consummation of the exchange offer. A more limited trading market might adversely affect the liquidity, market price, and price volatility of these securities. If a market for unexchanged Whole Foods Market Notes exists or develops, those securities may trade at a discount to the price at which the securities would trade if the amount outstanding were not reduced, depending on prevailing interest rates, the market for similar securities, and other factors. However, we cannot assure you that an active market in the unexchanged Whole Foods Market Notes will exist, develop, or be maintained or as to the prices at which the unexchanged Whole Foods Market Notes may be traded.

Trading in the Whole Foods Market Notes may be adversely affected by the lack of information about Whole Foods Market.

Whole Foods Market has ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly, it will no longer provide reports or information to the SEC, the Whole Foods Market Trustee, or holders of the Whole Foods Market Notes. Although we currently expect the credit rating agencies to continue to rate the Whole Foods Market Notes following completion of the exchange, in the future one or more credit rating agencies may cease to provide a credit rating for the Whole Foods Market Notes. Trading in the Whole Foods Market Notes may be adversely affected by the lack of current publicly available information about Whole Foods Market.

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The exchange offer and consent solicitation may be cancelled or delayed.

The consummation of the exchange offer is subject to, and conditional upon the satisfaction or, where permitted, waiver of, the conditions specified in this prospectus, including the receipt of the Requisite Consents. Even if the exchange offer and consent solicitation are completed, the exchange offer and consent solicitation may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer and consent solicitation may have to wait longer than they expect to receive their Amazon Notes and the cash consideration offered.

We may acquire Whole Foods Market Notes in future transactions.

We may in the future seek to acquire Whole Foods Market Notes in open market or privately-negotiated transactions, through subsequent exchange offers, or otherwise. The terms of any of those purchases or offers could differ from the terms of this exchange offer and such other terms may be more or less favorable to holders of Whole Foods Market Notes.

You may not receive Amazon Notes in the exchange offer if you do not follow the procedures for the exchange offer.

We will issue the Amazon Notes in exchange for your Whole Foods Market Notes only if you tender your Whole Foods Market Notes and deliver a properly completed and duly executed letter of transmittal and consent or the electronic transmittal through DTC’s ATOP and other required documents before the expiration of the exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company, or other nominee may establish its own earlier deadlines for participation in the exchange offer and consent solicitation. Accordingly, beneficial owners wishing to participate in the exchange offer and consent solicitation should contact their broker, dealer, commercial bank, trust company, or other nominee as soon as possible in order to determine the times by which you must take action in order to participate in the exchange offer and consent solicitation.

The consideration to be received in the exchange offer does not reflect any valuation of the Whole Foods Market Notes or the Amazon Notes and is subject to market volatility.

We have made no determination that the consideration to be received in the exchange offer represents a fair valuation of either the Whole Foods Market Notes or the Amazon Notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of Whole Foods Market Notes. None of Amazon, Whole Foods Market, the dealer manager, the exchange agent, the information agent, the Amazon Trustee, the Whole Foods Market Trustee, or any other person is making any recommendation as to whether or not you should tender Whole Foods Market Notes for exchange in the exchange offer or deliver a consent pursuant to the consent solicitation.

A holder will recognize gain or loss on the exchange of Whole Foods Market Notes for Amazon Notes and cash.

We believe that the exchange of Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer will be treated as a disposition of Whole Foods Market Notes in exchange for Amazon Notes and cash on which gain or loss is recognized for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) that tenders the Whole Foods Market Notes in exchange for Amazon Notes and cash will generally recognize taxable gain or loss for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences—U.S. Holders—The Exchange Offer.”

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The U.S. federal income tax treatment of holders who do not tender their Whole Foods Market Notes pursuant to the exchange offer is unclear.

The adoption of the proposed amendments may or may not result in a deemed exchange of Whole Foods Market Notes for “new” notes (the “Amended Notes”) for U.S. federal income tax purposes. If the adoption of the proposed amendments does not result in a deemed exchange, non-exchanging holders should not realize gain or loss as a result of the adoption of the proposed amendments and completion of the exchange offer. If the adoption of the proposed amendments does result in a deemed exchange, a U.S. Holder could recognize taxable gain or loss on the deemed exchange of Whole Foods Market Notes for Amended Notes. See “Material U.S. Federal Income Tax Consequences—Holders Not Tendering in the Exchange Offer.”

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying notes incorporated by reference into this prospectus. See “Where You Can Find More Information” and “Information Incorporated By Reference.”

The ratio of earnings to fixed charges is computed by dividing (i) “earnings” consisting of the sum of (x) income before income taxes and losses from equity interests, and (y) fixed charges by (ii) fixed charges.

The term “fixed charges” means the sum of the following: (a) interest expensed and capitalized, (b) amortized premiums, discounts, and capitalized expenses related to indebtedness, (c) an estimate of the interest within rental expense, and (d) preference security dividend requirements of consolidated subsidiaries.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the Amazon Notes in connection with the exchange offer. In exchange for issuing the Amazon Notes and paying the cash consideration, we will receive the tendered Whole Foods Market Notes, which will have the status of Whole Foods Market Notes issued but not outstanding or will be retired and cancelled at our option.

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THE EXCHANGE OFFER AND CONSENT SOLICITATION

Purpose of the Exchange Offer and Consent Solicitation

Amazon is conducting the exchange offer to simplify its capital structure and to give existing holders of Whole Foods Market Notes the option to obtain securities issued by Amazon. Amazon is conducting the consent solicitation to, among other things, eliminate (1) substantially all of the restrictive covenants, (2) the change of control provisions, (3) certain requirements that must be met for Whole Foods Market to consolidate, merge or sell all or substantially all of its assets, and (4) certain events of default in the Whole Foods Market Indenture so they will no longer apply. Completion of the exchange offer and consent solicitation is expected to ease administration of the Company’s consolidated indebtedness.

Terms of the Exchange Offer and Consent Solicitation

In the exchange offer, we are offering in exchange for a holder’s outstanding Whole Foods Market Notes up to $1,000,000,000 in aggregate principal amount of 5.200% Notes due 2025 of Amazon and cash consideration.

In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered before the Early Participation Date, and not validly withdrawn, holders will be eligible to receive the Total Consideration which consists of $1,000 principal amount of Amazon Notes (which amount includes the Early Participation Premium of $30 principal amount of Amazon Notes), and a cash amount of $1.00. In exchange for each $1,000 principal amount of Whole Foods Market Notes that is validly tendered after the Early Participation Date but before the Expiration Date, and not validly withdrawn, holders will be eligible to receive only the Exchange Consideration of $970 principal amount of Amazon Notes and a cash amount of $1.00, which is equal to the Total Consideration less the Early Participation Premium.

The Amazon Notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not accept any tender that would result in the issuance of less than $2,000 principal amount of Amazon Notes with respect to such tender. If Amazon would be required to issue an Amazon Note in a denomination other than $2,000 or a whole multiple of $1,000 above such minimum, Amazon will, in lieu of such issuance:

The interest rate, interest payment dates, optional redemption prices, and maturity date of the Amazon Notes to be issued by Amazon in the exchange offer will be the same as the current interest rate, interest payment dates, optional redemption prices, and maturity date of the Whole Foods Market Notes to be exchanged. The Amazon Notes received in exchange for the tendered Whole Foods Market Notes will accrue interest from (and including) the most recent date to which interest has been paid on those Whole Foods Market Notes; provided, that interest will only accrue for the aggregate principal amount of Amazon Notes you receive, which will be less than the principal amount of Whole Foods Market Notes you tendered for exchange in the event that your Whole Foods Market Notes are tendered after the Early Participation Date. Except as otherwise set forth above, you will not receive a payment for accrued and unpaid interest on Whole Foods Market Notes you exchange at the time of the exchange. However, the first interest payment for the Amazon Notes issued in the exchange will have accrued from the most recent interest payment date for Whole Foods Market Notes tendered in exchange for the Amazon Notes.

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The Amazon Notes are a new series of debt securities that will be issued under the Indenture, dated as of November 29, 2012 (the “Amazon Indenture”), between Amazon.com, Inc. and Wells Fargo Bank, National Association, as trustee. The terms of the Amazon Notes will include those expressly set forth in such notes and the Amazon Indenture and those made part of the Amazon Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

In conjunction with the exchange offer, we are also soliciting consents from the holders of the Whole Foods Market Notes to effect a number of amendments to the Whole Foods Market Indenture under which the Whole Foods Market Notes were issued and are governed. You may not consent to the proposed amendments to the Whole Foods Market Indenture without tendering your Whole Foods Market Notes in the exchange offer and you may not tender your Whole Foods Market Notes for exchange without consenting to the proposed amendments.

The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed under “—Conditions to the Exchange Offer and Consent Solicitation,” including, among other things, the receipt of the Requisite Consents. We may, at our option and in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms part has been declared effective by the Commission and, for the avoidance of doubt, the condition to receive the Requisite Consents. All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date. For a description of the proposed amendments, see “The Proposed Amendments.” The proposed amendments may become effective if the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived.

If the Requisite Consents are received and the conditions discussed under “The Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation” have been satisfied or, where permitted, waived, then Whole Foods Market and the Whole Foods Market Trustee will execute a supplemental indenture setting forth the proposed amendments and such supplemental indenture shall become effective upon its execution and delivery. However, the proposed amendments to the Whole Foods Market Indenture will not become operative until after the issuance of the Amazon Notes and the payment of the cash consideration payable pursuant to the exchange offer on the Settlement Date. Each non-consenting holder of Whole Foods Market Notes will be bound by the supplemental indenture.

Conditions to the Exchange Offer and Consent Solicitation

The consummation of the exchange offer is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the following conditions: (a) the receipt of valid consents to the proposed amendments from the holders of at least a majority of the outstanding aggregate principal amount of the Whole Foods Market Notes (the “Requisite Consents”), (b) the valid tender (without valid withdrawal) of a majority in aggregate principal amount of the Whole Foods Market Notes as of the Expiration Date, as it may be extended at Amazon’s discretion, (c) the registration statement of which this prospectus forms part has been declared effective by the Commission, and (d) the following statements are true:

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All of these conditions are for our sole benefit and, except as set forth below, may be waived by us, in whole or in part in our sole discretion. Any determination made by us concerning these events, developments, or circumstances shall be conclusive and binding, subject to the rights of the holders of the Whole Foods Market Notes to challenge such determination in a court of competent jurisdiction. We may, at our option and in our sole discretion, waive any such conditions except for the condition that the registration statement of which this prospectus forms part has been declared effective by the Commission. All conditions to the exchange offer must be satisfied or, where permitted, waived, on or before the Expiration Date.

Expiration Date; Extensions; Amendments

The Expiration Date for the exchange offer shall be 11:59 p.m., New York City time, on Tuesday, December 19, 2017, subject to our right to extend that date and time in our sole discretion, in which case the Expiration Date shall be the latest date and time to which we have extended the exchange offer.

Subject to applicable law, we expressly reserve the right, in our sole discretion, to:

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If we exercise any such right, we will give written notice thereof to the exchange agent and will make a public announcement thereof as promptly as practicable. Without limiting the manner in which we may choose to make a public announcement of any extension, amendment, or termination of the exchange offer and consent solicitation, we will not be obligated to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely press release to any appropriate news agency.

The minimum period during which the exchange offer and consent solicitation will remain open following material changes in the terms of the exchange offer and consent solicitation or in the information concerning the exchange offer and consent solicitation will depend upon the facts and circumstances of such change, including the relative materiality of the changes.

In accordance with Rule 14e-1 under the Exchange Act, if we elect to change the consideration offered or the percentage of Whole Foods Market Notes sought, the exchange offer and consent solicitation will remain open for a minimum ten business-day period following the date that the notice of such change is first published or sent to holders of the Whole Foods Market Notes. We may choose to extend the exchange offer, in our sole discretion, by giving notice of such extension at any time on or before 9:00 a.m., New York City time, on the business day immediately following the previously scheduled Expiration Date.

If the terms of the exchange offer and consent solicitation are amended in a manner determined by us to constitute a material change adversely affecting any holder of the Whole Foods Market Notes, we will promptly disclose any such amendment in a manner reasonably calculated to inform holders of the Whole Foods Market Notes of such amendment, and will extend the exchange offer and consent solicitation as well as extend the withdrawal deadline, or if the Expiration Date has passed, provide additional withdrawal rights, for a time period that we deem appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders of the Whole Foods Market Notes, if the exchange offer and consent solicitation would otherwise expire during such time period.

Effect of Tender

Any tender of a Whole Foods Market Note by a noteholder that is not validly withdrawn before the Expiration Date will constitute a binding agreement between that holder and Amazon and a consent to the proposed amendments, upon the terms and subject to the conditions of the exchange offer and the letter of transmittal and consent, which agreement will be governed by, and construed in accordance with, the laws of the State of New York. The acceptance of the exchange offer by a tendering holder of Whole Foods Market Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Whole Foods Market Notes, free and clear of all liens, charges, claims, encumbrances, interests, and restrictions of any kind.

If the proposed amendments to the Whole Foods Market Indenture have been adopted, the amendments will apply to all Whole Foods Market Notes that are not acquired in the exchange offer, even though the holders of those Whole Foods Market Notes did not consent to the proposed amendments. Thereafter, all such Whole Foods Market Notes will be governed by the amended Whole Foods Market Indenture, which will be less restrictive and afford reduced protections to any remaining holders of the Whole Foods Market Notes compared to those currently in place. See “Risk Factors—Risks Related to the Exchange Offer and the Consent Solicitation—The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of Whole Foods Market Notes.”

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Absence of Dissenters’ Rights

Holders of the Whole Foods Market Notes do not have any appraisal or dissenters’ rights under New York law, the law governing the Whole Foods Market Indenture or under the terms of the Whole Foods Market Indenture in connection with the exchange offer and consent solicitation.

Acceptance of Whole Foods Market Notes for Exchange; Amazon Notes; Effectiveness of Proposed Amendments

Assuming the conditions to the exchange offer are satisfied or, where permitted, waived, we will issue the Amazon Notes in book-entry form and pay the cash consideration in connection with the exchange offer promptly on the Settlement Date in exchange for Whole Foods Market Notes that are properly tendered (and not validly withdrawn) before the Expiration Date and accepted for exchange.

We will be deemed to have accepted validly tendered Whole Foods Market Notes (and will be deemed to have accepted validly delivered consents to the proposed amendments to the Whole Foods Market Indenture) if and when we have given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of the exchange offer, delivery of Amazon Notes and payment of the cash consideration in connection with the exchange of Whole Foods Market Notes accepted by us will be made by the exchange agent on the Settlement Date, upon receipt of such notice. The exchange agent will act as agent for participating holders of the Whole Foods Market Notes for the purpose of receiving consents and Whole Foods Market Notes from, and transmitting Amazon Notes and the cash consideration to, such holders. If any tendered Whole Foods Market Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if Whole Foods Market Notes are withdrawn before the Expiration Date of the exchange offer, such unaccepted or withdrawn Whole Foods Market Notes will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

In no event will interest accrue or be payable by reason of any delay on the part of the exchange agent in making delivery or payment to the holders entitled thereto or any delay in the allocation or crediting of securities or monies received by DTC to participants in DTC or in the allocation or crediting of securities or monies received by participants to beneficial owners and in no event will Amazon be liable for interest or damages in relation to any delay or failure of payment to be remitted to any holder.

The proposed amendments to the Whole Foods Market Indenture will not become operative until after the issuance of the Amazon Notes and the payment of the cash consideration payable pursuant to the exchange offer on the Settlement Date.

Procedures for Tendering and Consenting

If you hold Whole Foods Market Notes and wish to have those notes exchanged for Amazon Notes and the cash consideration, you must validly tender (or cause the valid tender of) your Whole Foods Market Notes using the procedures described in this prospectus and in the accompanying letter of transmittal and consent. The proper tender of Whole Foods Market Notes will constitute a consent to the proposed amendments to the Whole Foods Market Indenture and the Whole Foods Market Notes.

The procedures by which you may tender or cause to be tendered Whole Foods Market Notes will depend upon the manner in which you hold the Whole Foods Market Notes, as described below. No alternative, conditional, or contingent tenders will be accepted.

Whole Foods Market Notes Held with DTC

Under authority granted by DTC, if you are a DTC participant that has Whole Foods Market Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Whole Foods

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Market Notes and deliver a consent as if you were the record holder. Accordingly, references in this prospectus to record holders include DTC participants with Whole Foods Market Notes credited to their accounts. Within two business days after the date of this prospectus, the exchange agent will establish accounts for the Whole Foods Market Notes at DTC for purposes of the exchange offer.

Tender of Whole Foods Market Notes (and corresponding consents thereto) will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional, or contingent tenders will be accepted. Holders who tender less than all of their Whole Foods Market Notes must continue to hold Whole Foods Market Notes in the minimum authorized denomination of $2,000 principal amount.

Any DTC participant may tender Whole Foods Market Notes and thereby deliver a consent to the proposed amendments to the Whole Foods Market Indenture by effecting a book-entry transfer of the Whole Foods Market Notes to be tendered in the exchange offer into the account of the exchange agent at DTC and either (1) electronically transmitting its acceptance of the exchange offer through DTC’s ATOP procedures for transfer; or (2) completing and signing the letter of transmittal and consent according to the instructions contained therein and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address on the back cover page of this prospectus, in either case before the Expiration Date of the exchange offer.

If ATOP procedures are followed, DTC will verify each acceptance transmitted to it, execute a book-entry delivery to the exchange agent’s account at DTC, and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent, and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Whole Foods Market Notes that the participant has received and agrees to be bound by the terms and conditions of the exchange offer and consent solicitation as set forth in this prospectus and the letter of transmittal and consent, and that Amazon and Whole Foods Market may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures before the Expiration Date of the exchange offer.

The letter of transmittal and consent (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal and consent, and any other required documents, must be transmitted to and received by the exchange agent before the Expiration Date of the exchange offer at its address set forth on the back cover page of this prospectus. Delivery of these documents to DTC does not constitute delivery to the exchange agent.

Whole Foods Market Notes Held Through a Nominee

Currently, all of the Whole Foods Market Notes are held in book-entry form and can only be tendered by following the procedures described above under “—Whole Foods Market Notes Held with DTC.” However, if you are a beneficial owner of Whole Foods Market Notes that are subsequently issued in certificated form and that are held of record by a broker, dealer, commercial bank, trust company, or other nominee, and you wish to tender Whole Foods Market Notes in the exchange offer, you should contact the record holder promptly and instruct the record holder to tender the Whole Foods Market Notes and thereby deliver a consent on your behalf using one of the procedures described above.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company, or other nominee may establish its own earlier deadlines for participation in the exchange offer and consent solicitation. Accordingly, beneficial owners wishing to participate in the exchange offer and consent solicitation should contact their broker, dealer, commercial bank, trust company, or other nominee as soon as possible in order to determine the times by which you must take action in order to participate in the exchange offer and consent solicitation.

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Letter of Transmittal and Consent

Subject to and effective upon the acceptance for exchange and issuance of Amazon Notes and the payment of the cash consideration, in exchange for Whole Foods Market Notes tendered by a letter of transmittal and consent or agent’s message in accordance with the terms and subject to the conditions in this prospectus, by executing and delivering a letter of transmittal and consent (or agreeing to the terms of a letter of transmittal and consent under an agent’s message) a tendering holder of Whole Foods Market Notes, among other things:

Proper Execution and Delivery of Letter of Transmittal and Consent

If you wish to participate in the exchange offer and consent solicitation, delivery of your Whole Foods Market Notes, signature guarantees, and other required documents is your responsibility. Delivery is not complete until the required items are actually received by the exchange agent. If you mail these items, we recommend that you (1) use registered mail properly insured with return receipt requested and (2) mail the required items in sufficient time to ensure timely delivery.

Except as otherwise provided below, all signatures on the letter of transmittal and consent or a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program, or the Stock Exchange Medallion Program. Signatures on the letter of transmittal and consent need not be guaranteed if:

Withdrawal of Tenders and Revocation of Corresponding Consents

By tendering Whole Foods Market Notes for exchange, holders will be deemed to have validly delivered consent to the proposed amendments to the Whole Foods Market Indenture under which those respective Whole Foods Market Notes were issued. Tenders of Whole Foods Market Notes in connection with any of the exchange offer may be withdrawn at any time before the Expiration Date of the exchange offer. Tenders of Whole Foods Market Notes may not be withdrawn at any time thereafter, unless such Whole Foods Market Notes have not been accepted for payment, in which case they may be withdrawn on or after January 22, 2018, the forty-first business day after the commencement of the exchange offer. Consents to the proposed amendments in connection with the consent solicitation may be revoked at any time before the Expiration Date of the consent solicitation by withdrawing tender of Whole Foods Market Notes, but may not be withdrawn at any time

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thereafter. A valid withdrawal of tendered Whole Foods Market Notes before the Expiration Date will be deemed to be a concurrent revocation of the related consent to the proposed amendments to the Whole Foods Market Indenture.

Beneficial owners desiring to withdraw Whole Foods Market Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Whole Foods Market Notes. In order to withdraw Whole Foods Market Notes previously tendered, a DTC participant may, before the Expiration Date of the exchange offer, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP, or (2) delivering to the exchange agent by mail, hand delivery, or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the DTC participant and the principal amount of Whole Foods Market Notes subject to the notice. Withdrawal of a prior instruction will be effective upon receipt of such notice of withdrawal by the exchange agent. All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program, or the Stock Exchange Medallion Program, except that signatures on the notice of withdrawal need not be guaranteed if the Whole Foods Market Notes being withdrawn are held for the account of an eligible institution. A withdrawal of an instruction must be executed by a DTC participant in the same manner as such DTC participant’s name appears on its transmission through ATOP to which the withdrawal relates. A DTC participant may withdraw a tender only if the withdrawal complies with the provisions described in this section.

If you are a beneficial owner of Whole Foods Market Notes issued in certificated form and have tendered these notes (but not through DTC) and you wish to withdraw your tendered notes, you should contact the exchange agent for instructions.

Withdrawals of tenders of Whole Foods Market Notes may not be rescinded and any Whole Foods Market Notes withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. Properly withdrawn Whole Foods Market Notes, however, may be re-tendered by following the procedures described above at any time before the Expiration Date of the exchange offer.

Miscellaneous

All questions as to the validity, form, eligibility (including time of receipt), and acceptance for exchange of any tender or withdrawal of Whole Foods Market Notes in connection with the exchange offer will be determined by us, in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any or all tenders or withdrawals not in proper form or the acceptance for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender or withdrawal of any Whole Foods Market Notes in the exchange offer, and our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal and consent) will be final and binding on all parties. None of Amazon, Whole Foods Market, the dealer manager, the exchange agent, the information agent, the Amazon Trustee, the Whole Foods Market Trustee, or any other person will be under any duty to give notification of any defects or irregularities in tenders or withdrawals or incur any liability for failure to give any such notification.

Tenders or withdrawals of Whole Foods Market Notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Whole Foods Market Notes received by the exchange agent in connection with the exchange offer that are not validly tendered or withdrawn and as to which the irregularities have not been cured or waived will be returned by the exchange agent to (i) you by mail if they were tendered or withdrawn in certificated form or (ii) if they were tendered or withdrawn through the ATOP procedures, to the DTC participant who delivered such Whole Foods Market Notes by crediting an account maintained at DTC designated by such DTC participant, in either case promptly after the Expiration Date of the exchange offer or the withdrawal or termination of the exchange offer.

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We may also in the future seek to acquire untendered Whole Foods Market Notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of any of those purchases or offers could differ from the terms of this exchange offer.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the transfer and sale of Whole Foods Market Notes to us in the exchange offer. If transfer taxes are imposed for any other reason, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of or exemption from those transfer taxes is not submitted with the letter of transmittal and consent, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due on the Whole Foods Market Notes tendered by such holder.

Exchange Agent

Global Bondholder Services Corporation has been appointed the exchange agent for the exchange offer and consent solicitation. Letters of transmittal and consent and all correspondence in connection with the exchange offer should be sent or delivered by each holder of Whole Foods Market Notes, or a beneficial owner’s custodian bank, depositary, broker, trust company, or other nominee, to the exchange agent at the address and telephone numbers set forth on the back cover page of this prospectus. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable, out-of-pocket expenses in connection therewith.

Information Agent

Global Bondholder Services Corporation has been appointed as the information agent for the exchange offer and the consent solicitation, and will receive customary compensation for its services. Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal and consent should be directed to the information agent at the address and telephone numbers set forth on the back cover page of this prospectus. Holders of any Whole Foods Market Notes issued in certificated form and that are held of record by a custodian bank, depositary, broker, trust company, or other nominee may also contact such record holder for assistance concerning the exchange offer.

Dealer Manager

We have retained Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as dealer manager in connection with the exchange offer and consent solicitation and will pay the dealer manager a customary fee as compensation for its services. We will also reimburse the dealer manager for certain expenses. The obligations of the dealer manager to perform this function are subject to certain conditions. We have agreed to indemnify the dealer manager against certain liabilities, including liabilities under the federal securities laws. Questions about the terms of the exchange offer or the consent solicitation may be directed to the dealer manager at its address and telephone number set forth on the back cover page of this prospectus.

The dealer manager and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage, and other financial and non-financial activities and services. The dealer manager and its affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they have received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the dealer manager and its affiliates, officers, directors, and employees may purchase, sell, or hold a broad array of investments and actively traded securities,

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derivatives, loans, commodities, currencies, credit default swaps, and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities, and/or instruments of us (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The dealer manager and its affiliates may also communicate independent investment recommendations, market color, or trading ideas, and/or publish or express independent research views in respect of such assets, securities, or instruments, and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities, and instruments.

In the ordinary course of its business, the dealer manager or its affiliates may at any time hold long or short positions, and may trade for their own accounts or the accounts of customers, in securities of Amazon and/or Whole Foods Market, including the Whole Foods Market Notes, and, to the extent that the dealer manager or its affiliates own Whole Foods Market Notes during the exchange offer and consent solicitation, they may tender such Whole Foods Market Notes under the terms of the exchange offer and consent solicitation.

Other Fees and Expenses

The expenses of soliciting tenders and consents for the Whole Foods Market Notes will be borne by us. The principal solicitations are being made by mail; however, additional solicitations may be made by facsimile transmission, telephone, or in person by the dealer manager and the information agent, as well as by officers and other employees of Amazon and its affiliates.

You will not be required to pay any fees or commissions to Amazon, the dealer manager, the exchange agent, or the information agent in connection with the exchange offer. If your Whole Foods Market Notes are held through a broker, dealer, commercial bank, trust company, or other nominee that tenders your Whole Foods Market Notes on your behalf, your broker or other nominee may charge you a commission for doing so. You should consult your broker, dealer, commercial bank, trust company, or other nominee to determine whether any charges will apply.

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DESCRIPTION OF DIFFERENCES BETWEEN THE WHOLE FOODS MARKET NOTES

AND THE AMAZON NOTES

The following is a summary comparison of the material terms of the Whole Foods Market Notes and the Amazon Notes that differ. The Amazon Notes issued in the exchange offer will be governed by the Amazon Indenture. This summary does not purport to be complete and is qualified in its entirety by reference to the Whole Foods Market Indenture, the Amazon Indenture, and the applicable note certificate. Copies of those indentures and the note certificates are filed as exhibits to the registration statement of which this prospectus forms a part and are also available from the information agent upon request.

The Whole Foods Market Notes represent, as of the date of this prospectus, the only debt securities issued and currently outstanding under the Whole Foods Market Indenture.

Terms used in the comparison of the Whole Foods Market Notes and the Amazon Notes below and not otherwise defined in this prospectus have the meanings given to those terms in the Whole Foods Market Indenture, the Amazon Indenture, or the applicable note certificate, as applicable. Article and section references in the descriptions of the notes below are references to the applicable indenture under which such notes were or will be issued.

The description of the Whole Foods Market Notes reflects the Whole Foods Market Notes as currently constituted and does not reflect any changes to the covenants and other terms of the Whole Foods Market Notes or the Whole Foods Market Indenture that may be effected following the consent solicitation as described under “The Proposed Amendments.”

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THE PROPOSED AMENDMENTS

We are soliciting the consent of the holders of Whole Foods Market Notes to, among other things, eliminate (1) substantially all of the restrictive covenants, (2) the change of control provisions, (3) certain requirements that must be met for Whole Foods Market to consolidate, merge, or sell all or substantially all of its assets, and (4) certain events of default in the Whole Foods Market Indenture so they will no longer apply, as well as change the delivery date of the annual compliance certificate. If the proposed amendments described below are adopted with respect to the Whole Foods Market Notes, the amendments will apply to all Whole Foods Market Notes not acquired in the exchange offer. Thereafter, all such Whole Foods Market Notes will be governed by the amended Whole Foods Market Indenture, which will be less restrictive and afford reduced protections to any remaining holders of Whole Foods Market Notes compared to those currently in place. See “Risk Factors—Risks Related to the Exchange Offer and the Consent Solicitation—The proposed amendments to the Whole Foods Market Indenture will reduce protections for remaining holders of Whole Foods Market Notes.”

The descriptions below of the provisions of the Whole Foods Market Indenture to be eliminated or modified do not purport to be complete and are qualified in their entirety by reference to the Whole Foods Market Indenture and the form of supplemental indenture to the Whole Foods Market Indenture that contains the proposed amendments. Copies of the form of supplemental indenture are attached as exhibits to the registration statement of which this prospectus forms a part.

The proposed amendments to the Whole Foods Market Notes constitute a single proposal, and a consenting holder must consent to the proposed amendments in their entirety and may not consent selectively with respect to only certain of the proposed amendments.

Pursuant to the Whole Foods Market Indenture and related supplemental indenture for the Whole Foods Market Notes, the proposed amendments require the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Whole Foods Market Notes.

Any Whole Foods Market Notes held by Whole Foods Market or any person directly or indirectly controlling or controlled by or under direct or indirect common control with Whole Foods Market are not considered to be “outstanding” for this purpose. As of the date of this prospectus, the aggregate principal amount outstanding of Whole Foods Market Notes is $1,000,000,000.

The valid tender of a holder’s Whole Foods Market Notes will constitute the consent of the tendering holder to the proposed amendments in their entirety.

If the Requisite Consents with respect to the Whole Foods Market Notes under the Whole Foods Market Indenture have been received before the Expiration Date, assuming all other conditions of the exchange offer and consent solicitation are satisfied or waived, as applicable, all of the sections or provisions of the Whole Foods Market Indenture listed below will be deleted or modified, as applicable:

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Company Reporting Covenant. Although the proposed amendments would also delete the company reporting covenant in the Whole Foods Market Indenture, Whole Foods Market has already ceased reporting under Sections 13 and 15(d) of the Exchange Act and, accordingly, has ceased to file periodic reports or information with the SEC or the Whole Foods Market Trustee or to provide such reports or information to any holders of the Whole Foods Market Notes.

Conforming Delivery Date of Annual Compliance Certificate. The proposed amendments would also amend Section 4.05 of the Whole Foods Market Base Indenture—Compliance Certificate—to conform the delivery date of the annual compliance certificate to that of the Amazon Indenture.

Conforming Changes, etc. The proposed amendments would amend the Whole Foods Market Indenture to make certain conforming or other changes to the Whole Foods Market Indenture, including modification or deletion of certain definitions and cross-references.

Effectiveness of the Supplemental Indenture and Proposed Amendments

Assuming we have received the Requisite Consents with respect to the Whole Foods Market Notes before the Expiration Date, the supplemental indenture for the proposed amendments will be duly executed and delivered by Whole Foods Market and the Whole Foods Market Trustee and such supplemental indenture shall become effective upon their execution and delivery. However, the proposed amendments to the Whole Foods Market Indenture will not become operative until after the issuance of the Amazon Notes and the payment of the cash consideration payable pursuant to the exchange offer on the Settlement Date.

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DESCRIPTION OF NEW AMAZON NOTES

The 5.200% Notes due 2025 (the “Amazon Notes”) offered hereby will be issued by Amazon in connection with the exchange offer for the Whole Foods Market Notes described elsewhere in this prospectus under an indenture, dated as of November 29, 2012, between Amazon.com, Inc. and Wells Fargo Bank, National Association, as trustee (the “Amazon Trustee”), as supplemented by the Officers’ Certificate establishing the terms of the Amazon Notes to be dated as of the Settlement Date (together, the “Amazon Indenture”). Capitalized terms used but not defined in this section have the respective meanings set forth in the indenture.

Because this section is a summary, it does not describe every aspect of the Amazon Notes and the Amazon Indenture. This summary is subject to, and qualified in its entirety by reference to, all the provisions of the Amazon Notes and the Amazon Indenture, including definitions of certain terms used therein. The Amazon Indenture and its associated documents contain the full legal text of the matters described in this section. The Amazon Indenture and the Amazon Notes are governed by New York law. A copy of the Amazon Indenture has been filed with the Securities and Exchange Commission. See “Where You Can Find More Information’ for information on how to obtain a copy.

Principal, Maturity, and Interest

We are offering up to $1,000,000,000 principal amount of 5.200% Notes due December 3, 2025 in connection with the exchange offer for the Whole Foods Market Notes described elsewhere in this prospectus as a series of notes under the Amazon Indenture. Unless an earlier redemption has occurred, the entire principal amount of Amazon Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on December 3, 2025. The Amazon Notes will bear interest at the rate of 5.200% per annum from December 3, 2017 or from the most recent interest payment date to which interest has been paid or provided for, payable semiannually in arrears on June 3 and December 3 of each year, beginning on June 3, 2018, to the persons in whose names the Amazon Notes are registered at the close of business on the preceding May 19 or November 19 (whether or not a business day), each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any date on which interest is payable on the Amazon Notes is not a business day, the payment of the interest payable on that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as if made on the scheduled payment date.

General

We may, without the consent of existing holders, increase the principal amount of the Amazon Notes by issuing more such Amazon Notes in the future, on the same terms and conditions (other than differences in the issue date, issue price, interest accrued prior to the issue date of such additional Amazon Notes, and restrictions on transfer in respect of such additional Amazon Notes) and with the same CUSIP number (unless the additional Amazon Notes are not fungible for U.S. federal income tax or securities law purposes with the Amazon Notes offered hereby, in which case such additional Amazon Notes will have one or more separate CUSIP numbers), in each case, as the Amazon Notes being offered by this prospectus. We do not plan to inform the existing holders if we re-open Amazon Notes to issue and sell additional Amazon Notes in the future. Additional Amazon Notes issued in this manner will be consolidated with and will form a single series with the Amazon Notes being offered hereby.

In some circumstances, we may elect to discharge our obligations under the Amazon Notes through full defeasance or covenant defeasance. See “—Defeasance” below for more information.

We will not be required to make any mandatory redemption or sinking fund payments with respect to the Amazon Notes.

We may at any time and from time to time purchase Amazon Notes in the open market or otherwise.

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Denominations

The Amazon Notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.

Ranking

The Amazon Notes will be senior unsecured obligations of Amazon and will rank equally with all other senior unsecured indebtedness of Amazon from time to time outstanding.

No Guarantees

The Amazon Notes will be the obligations solely of Amazon and will not be guaranteed by any subsidiary of Amazon.

Optional Redemption

We may redeem the Amazon Notes at its option at any time, either in whole or in part. If we elect to redeem the Amazon Notes, we will pay a redemption price equal to the greater of the following amounts:

In determining the present values of the Remaining Scheduled Payments, we will discount such payments to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 45 basis points.

The following terms are relevant to the determination of the redemption price. “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Amazon Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Amazon Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the arithmetic average of the Reference Treasury Dealer Quotations for such redemption date after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if we obtain fewer than four Reference Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for such redemption date.

“Independent Investment Banker” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC or their respective successors as may be appointed from time to time by us; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “primary treasury dealer”), we will substitute another primary treasury dealer.

“Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, or Morgan Stanley & Co. LLC, and two other primary treasury dealers selected by us, and each of their respective successors and any other primary treasury dealers selected by us.

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“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to any Amazon Notes to be redeemed, the remaining scheduled payments of the principal of and premium, if any, and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such Amazon Notes, the amount of the next scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue. In determining this rate, we will assume a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

A partial redemption of the Amazon Notes may be effected pro rata or by lot or by such method as the Amazon Trustee may deem fair and appropriate and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Amazon Notes or any integral multiple in excess thereof) of the principal amount of Amazon Notes of a denomination larger than the minimum authorized denomination for the Amazon Notes.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the Amazon Notes to be redeemed.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Amazon Notes, or portions thereof, called for redemption.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any Amazon Notes are outstanding, we shall file with the Amazon Trustee, within the time periods specified by the SEC’s rules and regulations, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) that we would be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. We shall be deemed to have complied with the previous sentence to the extent that such information, documents, and reports are filed with the SEC via EDGAR, or any successor electronic delivery procedure. Delivery of such reports, information, and documents to the Amazon Trustee is for informational purposes only, and the Amazon Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including our compliance with any covenants under the Amazon Indenture (as to which the Amazon Trustee is entitled to rely exclusively on officers’ certificates).

Events of Default

The following will be “Events of Default” with respect to Amazon Notes:

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A default under one series of notes issued under the Amazon Indenture will not necessarily be a default under another series of notes under the Amazon Indenture. The Amazon Trustee may withhold notice to the holders of a series of notes issued under the Amazon Indenture of any default or event of default (except in any payment on the notes of such series) if the trustee considers it in the interest of the holders of the notes of that series to do so.

If an event of default for the Amazon Notes occurs and is continuing, the Amazon Trustee or the holders of at least 25% in principal amount of the Amazon Notes may require us to pay immediately the principal amount plus accrued and unpaid interest on all the Amazon Notes. If an event of default relating to certain events of bankruptcy, insolvency, or reorganization occurs with respect to us, the principal amount plus accrued and unpaid interest on the Amazon Notes will become immediately due and payable without any action on the part of the Amazon Trustee or any holder. The holders of a majority in principal amount of the Amazon Notes then outstanding may in some cases rescind this accelerated payment requirement.

A holder of Amazon Notes may pursue any remedy under the Amazon Indenture applicable to the Amazon Notes only if:

This provision does not, however, affect the right of any holder to sue for enforcement of any overdue payment with respect to the Amazon Notes. In most cases, holders of a majority in principal amount of the Amazon Notes then outstanding may direct the time, method, and place of:

The Amazon Indenture will require us to file with the Amazon Trustee each year a written statement as to our compliance with the covenants contained in the Amazon Indenture, and we are required upon becoming aware of any default or Event of Default, to deliver to the Amazon Trustee a written statement specifying such default or Event of Default and what action we are taking or propose to take to cure such default or Event of Default.

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Covenants

The Amazon Notes will not contain any covenants or other provisions designed to protect holders of the Amazon Notes in the event of a highly leveraged transaction.

Consolidation, Merger, or Sale

We will covenant not to consolidate with or merge into any other person or sell, assign, convey, transfer, lease, or otherwise dispose of all or substantially all of our and our subsidiaries’, taken as a whole, assets to any person unless either we are the surviving corporation or the resulting, surviving or transferee entity is a corporation organized under the laws of the United States or, if such person is not a corporation, a co-obligor of the Amazon Notes is a corporation organized under any such laws, and any successor or purchaser expressly assumes our obligations under the Amazon Notes by an indenture supplemental to the Amazon Indenture, and immediately after which, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, shall have occurred and be continuing. An officers’ certificate and an opinion of counsel will be delivered to the Amazon Trustee, which will serve as conclusive evidence of compliance with these provisions.

Modification and Waiver

Except as provided in the next two succeeding paragraphs, the Amazon Indenture or the Amazon Notes may be amended or supplemented, and waivers may be obtained, with the consent of the holders of at least a majority in aggregate principal amount of the Amazon Notes at the time outstanding (including, without limitation, additional Amazon Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Amazon Notes), and any existing default or Event of Default (other than a default or Event of Default in the payment of the principal of, premium on, if any, or interest on, Amazon Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Amazon Indenture or the Amazon Notes may be waived with the consent of the holders of at least a majority in aggregate principal amount of the Amazon Notes at the time outstanding (including, without limitation, additional Amazon Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Amazon Notes). Without the consent of each holder of outstanding Amazon Notes affected thereby, an amendment, supplement, or waiver may not (with respect to any Amazon Notes held by a non-consenting holder):

Notwithstanding the preceding, without the consent of any holder of Amazon Notes, we and the Amazon Trustee may amend or supplement the Amazon Indenture or the Amazon Notes in certain circumstances, including:

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The holders of not less than a majority in principal amount of the Amazon Notes then outstanding may on behalf of the holders of all of the Amazon Notes waive any past default with respect to the Amazon Notes, except a default in the payment of the principal of or premium or interest on the Amazon Notes (provided, that the holders of a majority in principal amount of the Amazon Notes then outstanding may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration).

A supplemental indenture that changes or eliminates any covenant, Event of Default, or other provision of the Amazon Indenture that has been expressly included solely for the benefit of one or more particular series of notes, if any, or which modifies the rights of the holders of notes of such series with respect to such covenant, Event of Default, or other provision, shall be deemed not to affect the rights under the Amazon Indenture of the holders of notes of any other series that does not have the benefit of such covenant, Event of Default, or other provision. It will not be necessary for the consent of the holders to approve the particular form of any proposed supplement, amendment, or waiver, but it shall be sufficient if such consent approves the substance of it.

Information Concerning the Amazon Trustee

If an Event of Default occurs and is continuing, the Amazon Trustee will be required to use the degree of care and skill of a prudent person in the conduct of his or her own affairs. The Amazon Trustee will become

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obligated to exercise any of its powers under the Amazon Indenture at the request of any of the holders of any notes issued under the Amazon Indenture only after those holders have furnished the trustee indemnity reasonably satisfactory to it.

If the Amazon Trustee becomes a creditor of ours, it will be subject to limitations in the Amazon Indenture on its rights to obtain payment of claims or to realize on certain property received for any such claim, as security or otherwise. The Amazon Trustee is permitted to engage in other transactions with us. If, however, it acquires any conflicting interest, it must eliminate such conflict, resign, or obtain an order from the SEC permitting it to remain as trustee.

Paying Agent, Registrar and Transfer Agent

We will maintain one or more paying agents (each, a “Paying Agent”) for the Amazon Notes in Minneapolis, MN. We, upon written notice to the Amazon Trustee accompanied by an officers’ certificate, may appoint one or more Paying Agents, other than the Amazon Trustee, for the Amazon Notes. If we fail to appoint or maintain another entity as Paying Agent, the Amazon Trustee shall act as such. We or any of our subsidiaries, upon notice to the Amazon Trustee, may act as Paying Agent.

We will also maintain one or more registrars (each, a “Registrar”) with an office in Minneapolis, MN. We, upon written notice to the Amazon Trustee accompanied by an officers’ certificate, may appoint one or more registrars, other than the Amazon Trustee, for the Amazon Notes. If we fail to appoint or maintain another entity as registrar, the Amazon Trustee shall act as such. We or any of our subsidiaries, upon notice to the Amazon Trustee, may act as registrar.

We will also maintain one or more transfer agents with offices in Minneapolis, MN. Each transfer agent shall perform the functions of a transfer agent. We, upon written notice to the Amazon Trustee accompanied by an officers’ certificate, may appoint one or more transfer agents, other than the Amazon Trustee, for the Amazon Notes. If we fail to appoint or maintain another entity as transfer agent, the Amazon Trustee shall act as such. We or any of our subsidiaries, upon notice to the Amazon Trustee, may act as transfer agent.

The Registrar will maintain a register reflecting ownership of Amazon Notes outstanding from time to time and facilitate transfer of the Amazon Notes on our behalf, and the Paying Agents will make payments on our behalf. We may change any Paying Agents, Registrars, or transfer agents without prior notice to the holders of Amazon Notes.

Governing Law

The Amazon Indenture and the Amazon Notes shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of any other law. The Amazon Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Amazon Indenture and shall, to the extent applicable, be governed by such provisions.

Satisfaction and Discharge of the Amazon Indenture

The Amazon Indenture shall cease to be of further effect with respect to the Amazon Notes when either:

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In each case, we will also pay all other sums payable by us under the Amazon Indenture with respect to the Amazon Notes and deliver to the Amazon Trustee an opinion of counsel and an officers’ certificate, each stating that all conditions precedent to satisfaction and discharge with respect to the Amazon Notes have been complied with.

Defeasance

The term defeasance means the discharge of some or all of our obligations under the Amazon Indenture. If we deposit with the Amazon Trustee funds or U.S. government securities, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent accountants, to make payments on the Amazon Notes on the dates those payments are due and payable, then, at our option, either of the following will occur:

If we defease the Amazon Notes, the holders of the defeased Amazon Notes will not be entitled to the benefits of the Amazon Indenture, except for our obligation to register the transfer or exchange of the Amazon Notes, replace stolen, lost, or mutilated Amazon Notes, or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium, and interest on the Amazon Notes will also survive. We will be required to deliver to the Amazon Trustee an opinion of counsel that the deposit and related defeasance would not cause the beneficial owners of the Amazon Notes to recognize income, gain, or loss for U.S. federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the United States Internal Revenue Service or a change in law to that effect.

Book-Entry, Delivery, and Form

We will issue the Amazon Notes in the form of one or more fully registered global securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York (“DTC”). The Amazon Notes will be issued in denominations of $2,000 or any integral multiple of $1,000 in excess thereof and will be issued in registered form only, without coupons.

The global securities will be deposited with, or on behalf of, DTC, and will be registered in the name of Cede & Co., DTC’s nominee. The following provisions will apply to the depository arrangements with respect to such global securities.

Beneficial interests in the global securities will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct or indirect participants in DTC.

Investors may elect to hold their interests in the global securities through either DTC (in the United States) or (in Europe) through Clearstream or through Euroclear. Investors may hold their interests in the global

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securities directly, if they are participants of such systems, or indirectly through organizations that are participants in these systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective U.S. depositaries, which in turn will hold these interests in customers’ securities accounts in the depositaries’ names on the books of DTC. Beneficial interests in the global securities will be held in denominations of $2,000 and multiples of $1,000 in excess thereof. Except as set forth below, the global securities may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee.

Debt securities represented by a global security can be exchanged for definitive securities in registered form only if:

A global security that can be exchanged as described in the preceding sentence will be exchanged for definitive securities issued in authorized denominations in registered form for the same aggregate amount. The definitive securities will be registered in the names of the owners of the beneficial interests in the global security as directed by DTC.

We will make principal and interest payments on the Amazon Notes represented by a global security to the Paying Agent which in turn will make payment to DTC or its nominee, as the case may be, as the sole registered owner and the sole holder of the debt securities represented by a global security for all purposes under the Amazon Indenture. Accordingly, we, the Amazon Trustee and any Paying Agent will have no responsibility or liability for:

DTC has advised us that its current practice is to credit participants’ accounts on each payment date with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security as shown on DTC’s records, upon DTC’s receipt of funds and corresponding detail information. The underwriters or agents for the debt securities represented by a global security will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global security will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in “street name,” and will be the sole responsibility of those participants. Book-entry notes may be more difficult to pledge because of the lack of a physical note. So long as DTC or its nominee is the registered owner of a global security, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the debt securities represented by that global security for all purposes of the debt securities. Owners of beneficial interests in the debt securities will not be entitled to have debt securities registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered owners or holders of debt securities under the Amazon Indenture. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if that person is not a DTC participant, on the

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procedures of the participant through which that person owns its interest, to exercise any rights of a holder of debt securities. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in certificated form. These laws may impair the ability to transfer beneficial interests in a global security. Beneficial owners may experience delays in receiving distributions on their debt securities since distributions will initially be made to DTC and must then be transferred through the chain of intermediaries to the beneficial owner’s account.

We understand that, under existing industry practices, if we request holders to take any action, or if an owner of a beneficial interest in a global security desires to take any action which a holder is entitled to take under the Amazon Indenture, then DTC would authorize the participants holding the relevant beneficial interests to take that action and those participants would authorize the beneficial owners owning through such participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

Beneficial interests in a global security will be shown on, and transfers of those ownership interests will be effected only through, records maintained by DTC and its participants for that global security. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the debt securities will be governed by arrangements among them, subject to any statutory or regulatory requirements in effect.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act.

DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC’s participants include both U.S. and non-U.S. securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Clearstream

Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”), and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance, and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, and clearing corporations. In the U.S., Clearstream Participants are limited to securities brokers and

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dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant either directly or indirectly. Clearstream is an indirect participant in DTC.

Distributions with respect to debt securities held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for Clearstream.

Euroclear

Euroclear has advised us that it was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”), and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing, and interacts with domestic markets in several countries. The Euroclear System is owned by Euroclear Clearance System Public Limited Company (ECSplc) and operated through Euroclear Bank S.A/N.V. (the “Euroclear Operator”), a bank incorporated under the laws of the Kingdom of Belgium, under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the “Cooperative”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks, including central banks, securities brokers and dealers, and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Euroclear Operator advises us that it is regulated and examined by the Belgian banking and Finance Commission and the National Bank of Belgium.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, herein the Terms and Conditions. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants.

Distributions with respect to debt securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.

Euroclear has further advised us that investors that acquire, hold, and transfer interests in the debt securities by book-entry through accounts with the Euroclear Operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities.

Global Clearance and Settlement Procedures

Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

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Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream Participants or Euroclear Participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities through DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to their respective U.S. Depositaries.

Because of time-zone differences, credits of debt securities received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such processing will be reported to the relevant Euroclear Participants or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream Participant or a Euroclear Participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

If the debt securities are cleared only through Euroclear and Clearstream (and not DTC), you will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices, and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers, and other institutions are open for business in the United States. In addition, because of time-zone differences, U.S. investors who hold their interests in the securities through these systems and wish to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, on a particular day may find that the transaction will not be effected until the next business day in Luxembourg or Brussels, as applicable. Thus, U.S. investors who wish to exercise rights that expire on a particular day may need to act before the expiration date.

Although DTC, Clearstream, and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of DTC, Clearstream, and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor any paying agent will have any responsibility for the performance by DTC, Euroclear, or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.

Notices

Notices to holders of Amazon Notes will be given by mail to the addresses of such holders as they appear in the security register or through the facilities of DTC or Euroclear or Clearstream Luxembourg, in the case of beneficial interests represented by global securities.

Sinking Fund

There will not be a sinking fund for the Amazon Notes.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following summary describes the material U.S. federal income tax consequences relating to the exchange offer and consent solicitation and to the ownership and disposition of Amazon Notes acquired pursuant to the exchange offer and consent solicitation. This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury Regulations promulgated thereunder (the “Treasury Regulations”), administrative rulings, and judicial decisions, all as in effect as of the date hereof, any of which may subsequently be changed or interpreted differently, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. Amazon has not sought and does not intend to seek a ruling from the Internal Revenue Service (the “IRS”) on any aspect of the exchange offer and consent solicitation. Accordingly, Amazon cannot assure you that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS. This summary does not address all aspects of U.S. federal income tax related to the exchange offer and consent solicitation and to the ownership and disposition of Amazon Notes.

This summary does not address the consequences under U.S. alternative minimum tax rules, U.S. federal estate or gift tax laws or any non-U.S. or U.S. state or local tax laws. In addition, it does not address all tax consequences that may be relevant to holders of Amazon Notes or Whole Foods Market Notes (collectively, “Notes”) that are subject to special treatment under the U.S. federal income tax laws, such as:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Notes, the tax treatment of a partner (or other equity owner) will generally depend upon the status of the partner (or equity owner) and the activities of the partnership (or such other entity). A beneficial owner that is a partnership (or entity treated as a partnership) and partners in such a partnership (or other equity owners) should consult their tax advisors as to the particular U.S. federal income tax consequences applicable to them.

This summary of material U.S. federal income tax consequences is for general information only and is not tax advice for any particular investor. Furthermore, this summary only applies to beneficial owners of Notes that hold their Notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

In this discussion, the term “U.S. Holder” is used to refer to a beneficial owner of Notes that, for U.S. federal income tax purposes, is:

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The term “Non-U.S. Holder” is used to describe a beneficial owner of Notes that is neither a U.S. Holder nor a partnership or any entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Whole Foods Market has taken the position for U.S. federal income tax purposes that the Whole Foods Market Notes are not “contingent payment debt instruments” within the meaning of the applicable Treasury Regulations and, therefore, the discussion below assumes that the Whole Foods Market Notes are not subject to the special rules governing “contingent payment debt instruments.”

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. EACH HOLDER OF NOTES SHOULD CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSIDERATIONS TO SUCH HOLDER OF THE EXCHANGE OFFER AND CONSENT SOLICITATION AND THE OWNERSHIP AND DISPOSITION OF AMAZON NOTES, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE, AND LOCAL TAX LAWS AND NON-U.S. TAX LAWS.

U.S. Holders

The Exchange Offer

Tender of Whole Foods Market Notes. The exchange of Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer and consent solicitation will be a taxable exchange for U.S. federal income tax purposes.

Subject to the discussion below under “—Early Participation Premium,” a U.S. Holder that exchanges Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer and consent solicitation generally will recognize gain or loss equal to the difference, if any, between (i) the sum of the amount of cash received and the “issue price” of the Amazon Notes received in respect of the Whole Foods Market Notes (as discussed below under “—Issue Price”), reduced by an amount equal to the accrued interest on the Whole Foods Market Notes at the time of the exchange (which amount will be includible in such U.S. Holder’s gross income as interest income at the time of the exchange to the extent that it has not yet been included), and (ii) the U.S. Holder’s adjusted tax basis in the Whole Foods Market Notes. A U.S. Holder’s adjusted tax basis in a Whole Foods Market Note will generally equal the amount paid for the Whole Foods Market Note (x) increased by any market discount previously taken into account by the U.S. Holder in respect of the Whole Foods Market Note, and (y) reduced (but not below zero) by any amortizable bond premium previously amortized on the Whole Foods Market Note.

Subject to the treatment of a portion of any gain as ordinary income to the extent of any market discount accrued on a Whole Foods Market Note (see below under “—Market Discount”), any gain or loss recognized in respect of a Whole Foods Market Note generally will be capital gain or loss, which will be long-term capital gain or loss if the U.S. Holder’s holding period in the Whole Foods Market Note exceeds one year as of the date of the exchange. Certain non-corporate U.S. Holders may be eligible for preferential tax rates in respect of long-term capital gain. The deductibility of capital losses is subject to limitations. A U.S. Holder generally will have an initial tax basis in an Amazon Note received pursuant to the exchange offer and consent solicitation equal to its issue price (as defined below), and generally will commence a new holding period with respect to the Amazon Note the day after the completion of the exchange.

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Market Discount. The market discount provisions of the Code may apply to U.S. Holders of Whole Foods Market Notes that acquired the Whole Foods Market Notes in the secondary market. In general, a Whole Foods Market Note that was acquired by a U.S. Holder in the secondary market will be treated as having been acquired with market discount if the Whole Foods Market Note’s principal amount exceeded the tax basis of the Whole Foods Market Note in the U.S. Holder’s hands immediately after its acquisition, unless such excess was less than a statutorily defined de minimis amount.

Any gain recognized by a U.S. Holder with respect to a Whole Foods Market Note that was acquired with market discount will be subject to tax as ordinary income to the extent of the market discount accrued during the period the Whole Foods Market Note was held by such U.S. Holder, unless the U.S. Holder previously elected to include market discount in income as it accrued for U.S. federal income tax purposes.

Issue Price. If an Amazon Note is considered to be “publicly traded” for U.S. federal income tax purposes, the issue price of such Amazon Note will, subject to the sentence below, generally equal its fair market value on the date of issuance. In accordance with applicable U.S. Treasury Regulations, we intend to determine the issue price of the Amazon Notes by subtracting from such fair market value any Amazon Note Pre-Issuance Accrued Interest (as defined below under “—Treatment of the Amazon Notes—Stated Interest”). Although no assurances can be given in this regard, we believe that the Amazon Notes are likely to be considered “publicly traded” for these purposes and intend to take this position for all relevant reporting and other purposes. We will make information about our determination of the issue price of the Amazon Notes available to investors in a commercially reasonable fashion within 90 days of the date on which the Amazon Notes are issued. Our determination of the issue price of the Amazon Notes is binding upon a holder unless such holder explicitly discloses to the IRS, on a timely filed U.S. federal income tax return for the taxable year that includes the date of the exchange, that its determination is different from ours, the reasons for the different determination, and how such holder determined the issue price.

Early Participation Premium. The U.S. federal income tax treatment of the receipt of the Early Participation Premium is unclear. We intend to take the position that any Early Participation Premium is additional consideration for the tendered Whole Foods Market Notes, in which case the Early Participation Premium would be treated as part of the amount paid to the U.S. Holder in respect of such Whole Foods Market Notes, as provided above in “—Tender of Whole Foods Market Notes.” Alternatively, the Early Participation Premium may be treated as interest or a separate fee that would be subject to tax as ordinary income. There can be no assurance that the IRS will not successfully challenge the position that we intend to take. U.S. Holders should consult their tax advisors about the U.S. federal income tax treatment of the receipt of the Early Participation Premium.

Treatment of the Amazon Notes

Stated Interest. Subject to the following sentence and the conditions described below in “—Original Issue Discount,” interest on the Amazon Notes will generally be included in the income of a U.S. Holder as ordinary income at the time it is paid or accrued in accordance with the U.S. Holder’s method of accounting for U.S. federal income tax purposes. However, a U.S. Holder should not include in income the portion of the first payment of interest on an Amazon Note that is attributable to accrued interest on the Whole Foods Market Notes as of the time of the exchange, and should instead treat such portion as a non-taxable return of such pre-issuance accrued interest (such amount is referred to as the “Amazon Note Pre-Issuance Accrued Interest”).

Original Issue Discount. As described above, because we intend to determine the issue price of the Amazon Notes by reference to the fair market value of the Amazon Notes on the applicable exchange date, we cannot know before the applicable exchange date whether the Amazon Notes will have original issue discount (“OID”). If the stated redemption price at maturity of any Amazon Note exceeds the issue price of the Amazon Note by at least a statutorily specified de minimis amount (which is generally 1/4 of one percent of the principal amount multiplied by the number of complete years to maturity), the difference will constitute OID for U.S. federal income tax purposes. A U.S. Holder of an Amazon Note that is issued with OID will, regardless of such U.S. holder’s method of accounting, be required to include the OID in income (as ordinary income) as it accrues in

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accordance with a constant yield method based upon a compounding of interest and before receiving the cash to which that income is attributable.

Amortizable Bond Premium. If a U.S. Holder’s initial tax basis in an Amazon Note is greater than the principal amount of the Amazon Note, the U.S. Holder will be considered to have acquired the Amazon Note with “amortizable bond premium.” A U.S. Holder generally may elect to amortize the premium over the remaining term of the Amazon Note on a constant yield method as an offset to interest when includible in income under a U.S. Holder’s regular accounting method. An election to amortize premium on a constant yield method will also apply to all other taxable debt instruments held or subsequently acquired by a U.S. Holder on or after the first day of the first taxable year for which the election is made. Such an election may not be revoked without the consent of the IRS.

Sale, Exchange, Redemption, Retirement, or Other Taxable Disposition of Amazon Notes. Upon the sale, exchange, redemption, retirement, or other taxable disposition of an Amazon Note, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between (1) the amount realized (which includes any cash plus the fair market value of all other property received) on such sale, exchange, redemption, retirement, or other taxable disposition in respect of the Amazon Note (except to the extent such cash or property is attributable to accrued but unpaid interest, which will generally be taxable as ordinary income to the extent not previously included in income) and (2) the U.S. Holder’s adjusted tax basis in the Amazon Note. A U.S. Holder’s adjusted tax basis in an Amazon Note will generally equal its initial tax basis in the Amazon Note, (x) increased by any OID that it previously included in income with respect to the Amazon Note, and (y) reduced by any amortizable bond premium that it previously amortized with respect to the Amazon Note. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if, at the time of such sale, exchange, redemption, retirement, or other taxable disposition, the U.S. Holder’s holding period for the Amazon Note exceeds one year. Certain non-corporate U.S. Holders may be eligible for preferential tax rates in respect of long-term capital gain. The deductibility of capital losses is subject to limitations.

Additional Tax on Net Investment Income. Non-corporate U.S. Holders are generally subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s tax return filing status). A U.S. Holder’s net investment income will generally include any interest income or net gain recognized by such holder with respect to the Notes, unless such interest income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Non-corporate U.S. Holders should consult their tax advisors on the applicability of this additional tax to its income and gains in respect of their investment in the Notes.

Information Reporting and Backup Withholding.

In general, information reporting requirements will apply to payments made to U.S. Holders that exchange Whole Foods Market Notes for Amazon Notes and cash, of interest or principal on Amazon Notes or in connection with the sale, exchange, redemption, retirement, or other taxable disposition of Amazon Notes prior to maturity, other than certain exempt recipients. Each U.S. Holder will be asked to provide to Amazon’s paying agent such Holder’s correct taxpayer identification number and certify that such Holder is not subject to backup withholding. Backup withholding at the applicable rate will apply to payments made to a U.S. Holder if the U.S. Holder fails to timely provide its correct taxpayer identification number (“TIN”) within a reasonable time after a request therefor (and certification that the TIN is correct) or certification of exempt status. A U.S. Holder who does not provide Amazon or its paying agent with the correct TIN may be subject to penalties imposed by the IRS.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, and may entitle such U.S. Holder to a refund, provided the required information is timely furnished to the IRS.

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Non-U.S. Holders

The Exchange Offer

Tender of Whole Foods Market Notes. As discussed above under “U.S. Holders—The Exchange offer—Tender of Whole Foods Market Notes,” the exchange of Whole Foods Market Notes for Amazon Notes and cash pursuant to the exchange offer and consent solicitation will constitute a taxable exchange for U.S. federal income tax purposes. However, subject to the discussion in the next paragraph and the discussion below under “—Payments of Interest” and “—Early Participation Premium,” a Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized on the Non-U.S. Holder’s exchange of Whole Foods Market Notes pursuant to the exchange offer and consent solicitation. Non-U.S. Holders should consult their tax advisors about the U.S. federal income tax consequences of the exchange offer and consent solicitation.

A Non-U.S. Holder generally will be subject to U.S. federal income tax on any gain realized on the exchange that is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if an applicable treaty so requires, is attributable to the conduct of a trade or business through a permanent establishment or fixed base in the United States) in the same manner as if such holder were a U.S. Holder. In addition, if the Non-U.S. Holder is a foreign corporation, such holder may also be subject to a branch profits tax at a rate of 30% (or lower treaty rate, if applicable) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Payments of Interest. Any amount received pursuant to the exchange offer and consent solicitation with respect to a Whole Foods Market Note that is attributable to accrued but unpaid interest will generally not be subject to U.S. federal income or withholding tax provided that (i) such Non-U.S. Holder does not actually or constructively (pursuant to the rules of Section 871(h)(3)(C) of the Code) own 10% or more of the total combined voting power of all classes of Whole Foods Market’s stock entitled to vote (including as a result of the ownership of Amazon stock), (ii) such Non-U.S. Holder is not a controlled foreign corporation that is related to Whole Foods Market (actually or constructively) through stock ownership for U.S. federal income tax purposes, (iii) the interest is not income that is effectively connected with a United States trade or business carried on by such Non-U.S. Holder (or, if an applicable treaty so requires, is not attributable to the conduct of a trade or business through a permanent establishment or fixed base in the United States) (“ECI”), and (iv) the applicable withholding agent has received appropriate documentation from the Non-U.S. Holder (e.g., IRS Form W-8BEN or W-8BEN-E (or a suitable substitute form)) establishing that the Non-U.S. Holder is not a U.S. person for U.S. federal income tax purposes and certain other certification requirements are satisfied.

If any of these conditions is not satisfied, subject to the following sentence, amounts received pursuant to the exchange offer and consent solicitation that are attributable to accrued but unpaid interest received on the Whole Foods Market Notes will generally be subject to U.S. federal withholding tax at a rate of 30% (or lower treaty rate, if applicable). A Non-U.S. Holder is subject to U.S. federal income tax on accrued but unpaid interest that is ECI in the same manner as if such holder were a U.S. Holder, but will not be subject to U.S. federal withholding tax on any such accrued but unpaid interest if the holder satisfies certain certification requirements under penalties of perjury (generally through the provision of a properly executed IRS Form W-8ECI or other applicable form). In addition, if the Non-U.S. Holder is a foreign corporation, such holder may also be subject to a branch profits tax at a rate of 30% (or lower treaty rate, if applicable) on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Early Participation Premium. As discussed above under “U.S. Holders—The Exchange Offer—Early Participation Premium,” the U.S. federal income tax treatment of the Early Participation Premium is unclear. We intend to take the position that any Early Participation Premium is additional consideration for the tendered Whole Foods Market Notes, in which case the Early Participation Premium would be treated as part of the amount paid to the Non-U.S. Holder in respect of such Whole Foods Market Notes, as provided above under “—Tender of Whole Foods Market Notes.” Alternatively, the Early Participation Premium may be treated as interest or a separate fee and thus may be subject to U.S. federal withholding tax at a 30% rate (or lower

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applicable treaty rate). If, however, the interest or separate fee is ECI, the interest or separate fee will be subject to tax in the same manner as if such holder were a U.S. Holder and generally will be exempt from U.S. federal withholding tax if the Non-U.S. Holder satisfies certain certification requirements. There can be no assurance that the IRS will not successfully challenge the position that we intend to take. Non-U.S. Holders should consult their tax advisors about the U.S. federal income tax treatment of the receipt of the Early Participation Premium, the availability of a refund of any U.S. withholding tax, and the provisions of any applicable income tax treaties which may provide different rules from those described above.

Treatment of the Amazon Notes

Payments of Interest. Payments of interest (including OID) on Amazon Notes received pursuant to the exchange offer and consent solicitation will generally not be subject to U.S. federal income or withholding tax, subject to the conditions described above under “Non-U.S. Holders—The Exchange Offer—Payments of Interest” (substituting references to Amazon for references to Whole Foods Market for purposes of clauses (i) and (ii) in the first paragraph of such section) and below under “Non-U.S. Holders—Treatment of the Amazon Notes—Information Reporting and Backup Withholding for Non-U.S. Holders” and “Additional Withholding Requirements under the Foreign Account Tax Compliance Act.”

Sale, Exchange, Redemption, Retirement, or Other Taxable Disposition of Amazon Notes. Subject to the conditions described below under “Non-U.S. Holders—Treatment of the Amazon Notes—Information Reporting and Backup Withholding for Non-U.S. Holders” and “Additional Withholding Requirements under the Foreign Account Tax Compliance Act,” any gain realized by a Non-U.S. Holder on the sale, exchange, redemption, retirement, or other taxable disposition of an Amazon Note (except with respect to accrued and unpaid interest, which would be treated as described above) will generally not be subject to U.S. federal income tax. As discussed above under “Non-U.S. Holders—The Exchange Offer—Tender of Whole Foods Market Notes,” a Non-U.S. Holder generally will, however, be subject to U.S. federal income tax on any gain realized in a taxable disposition of an Amazon Note that is ECI.

Information Reporting and Backup Withholding

Information reporting and backup withholding will generally not apply to payments made to a Non-U.S. Holder that exchanges Whole Foods Market Notes for Amazon Notes and cash or to payments of principal or interest to a Non-U.S. Holder on the Amazon Notes by Amazon or its paying agent if a Non-U.S. Holder certifies its status as a Non-U.S. Holder under penalties of perjury or otherwise establishes an exemption (provided that neither we nor our paying agent has actual knowledge that it is a U.S. person or that the conditions of any other exemptions are not in fact satisfied). The payment of the proceeds of the exchange of Whole Foods Market Notes or the disposition of Amazon Notes to or through the United States office of a United States or foreign broker will be subject to information reporting and backup withholding unless the Non-U.S. Holder provides the certification described above or otherwise establishes an exemption. The proceeds of a disposition effected outside the United States by a Non-U.S. Holder of Amazon Notes to or through a foreign office of a broker generally will not be subject to backup withholding or information reporting. However, if that broker is, for U.S. tax purposes, a U.S. person, a controlled foreign corporation, a foreign person 50% or more of whose gross income from all sources for certain periods is effectively connected with a trade or business in the United States, or a foreign partnership that is engaged in the conduct of a trade or business in the United States or that has one or more partners that are U.S. persons who in the aggregate hold more than 50% of the income or capital interests in the partnership, information reporting requirements will apply unless that broker has documentary evidence in its files of such Non-U.S. Holder’s status as a Non-U.S. Holder and has no actual knowledge to the contrary, or unless such holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a Non-U.S. Holder’s U.S. federal income tax liability, and may entitle such Non-U.S. Holder to a refund, provided the required information is timely furnished to the IRS. Amazon or its

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paying agent will report to the holders and the IRS the amount of any “reportable payments” (which include interest) and any amounts withheld with respect to the Amazon Notes as required by the Code and applicable Treasury Regulations.

Holders Not Tendering in the Exchange Offer

In General

The U.S. federal income tax treatment of holders who do not tender their Whole Foods Market Notes pursuant to the exchange offer and consent solicitation will depend upon whether the adoption of the proposed amendments results in a “deemed” exchange of such Whole Foods Market Notes for U.S. federal income tax purposes to such non-tendering holders. In general, the modification of a debt instrument will result in a deemed exchange of an “old” debt instrument for a “new” debt instrument (upon which gain or loss may be realized) if such modification is “significant” within the meaning of applicable Treasury Regulations. Under these Treasury Regulations, a modification is “significant” if, based on all the facts and circumstances and taking into account all modifications of the debt instrument collectively, the legal rights and obligations that are altered and the degree to which they are altered are “economically significant.” The Treasury Regulations further provide that a modification of a debt instrument that adds, deletes, or alters customary accounting or financial covenants is not a significant modification. The Treasury Regulations do not define “customary accounting or financial covenants.” We intend to treat the adoption of the proposed amendments as deletions of or alterations to customary accounting or financial covenants so as not to constitute a significant modification to the terms of the Whole Foods Market Notes with respect to non-tendering holders. If adoption of the proposed amendments does not constitute a significant modification of the Whole Foods Market Notes, then non-tendering holders should not realize gain or loss as a result of the adoption of the proposed amendments. There can be no assurance that the IRS will not successfully challenge the position that we intend to take.

U.S. Holders

If the IRS successfully asserts that the adoption of the proposed amendments resulted in a deemed exchange of the “old” Whole Foods Market Notes for “new” Whole Foods Market Notes to non-tendering U.S. Holders, whether such deemed exchange would be taxable to a non-tendering U.S. Holder would depend upon, among other things, whether such exchange qualifies as a tax-free recapitalization for U.S. federal income tax purposes. Such qualification will generally depend on whether the “old” and “new” Whole Foods Market Notes constitute “securities” for U.S. federal income tax purposes. If a deemed exchange does not qualify as a tax-free recapitalization, non-tendering U.S. Holders would generally recognize taxable gain or loss (which loss may be subject to deferral under the “wash sale” provisions of the Code) on the deemed exchange. U.S. Holders should consult their tax advisors as to the possibility that any such deemed exchange could qualify as a recapitalization for U.S. federal income tax purposes and the amount and character of any gain or loss that would be recognized in the case of a taxable deemed exchange, as well as the possibility of the “new” Whole Foods Market Notes being issued with OID.

Non-U.S. Holders

If the adoption of the proposed amendments results in a deemed exchange, Non-U.S. Holders generally would not be subject to U.S. federal income tax on such deemed exchange except in the circumstances described above under “Non-U.S. Holders—The Exchange Offer—Tender of Whole Foods Market Notes” and “—Payments of Interest.”

Additional Withholding Requirements under the Foreign Account Tax Compliance Act

Foreign Account Tax Compliance Withholding. Sections 1471 through 1474 of the Code, the Treasury Regulations promulgated thereunder, and other applicable administrative guidance (collectively “FATCA”) could

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impose a withholding tax of 30% (“FATCA Withholding”) on the portion of the payment made in exchange for the Whole Foods Market Notes attributable to accrued and unpaid interest on the Whole Foods Market Notes, if any, on interest on the Amazon Notes, and upon the sale, exchange, redemption, retirement, or other taxable disposition of the Amazon Notes on or after December 31, 2018, in each case paid to a (i) a “foreign financial institution,” as defined under such rules, unless such institution enters into an agreement with the Department of Treasury to, among other things, collect and provide to it substantial information regarding such institution’s United States financial account holders, including certain account holders that are foreign entities with United States owners or, in the case of a foreign financial institution in a jurisdiction that has entered into an intergovernmental agreement with the United States, such institution complies with the requirements of such agreement and (ii) a “non-financial foreign entity,” as defined under such rules, unless such entity provides the paying agent with a certification that it does not have any substantial United States owners or a certification identifying the direct and indirect substantial United States owners of the entity, unless in each case, an exemption applies. Prospective investors are urged to consult their own tax advisors regarding the application of the legislation and regulations to the exchange and consent solicitation.

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VALIDITY OF THE NOTES

Gibson, Dunn & Crutcher LLP will pass upon the validity of the notes on our behalf. Davis Polk & Wardwell LLP, Menlo Park, California will pass upon certain legal matters for the dealer manager.

EXPERTS

The consolidated financial statements of Amazon appearing in Amazon’s Annual Report (Form 10-K) for the year ended December 31, 2016, and the effectiveness of Amazon’s internal control over financial reporting as of December 31, 2016, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Whole Foods Market appearing in Whole Foods Market’s Annual Report (Form 10-K) for the year ended September 24, 2017, and the effectiveness of Whole Foods Market’s internal control over financial reporting as of September 24, 2017, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. We hereby incorporate by reference the documents listed below. Information that we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

We will provide, without charge, to each person to whom a copy of this prospectus has been delivered, including any beneficial owner, a copy of any and all of the documents referred to herein that are summarized in and incorporated by reference into this prospectus, if such person makes a written or oral request directed to:

Amazon.com, Inc.

ATTN: Investor Relations

P.O. Box 81226

Seattle, WA 98108-1226

(206) 266-1000

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Amazon.com, Inc.

OFFER TO EXCHANGE

ALL OUTSTANDING 5.200% SENIOR NOTES DUE 2025 OF WHOLE

FOODS MARKET, INC. AND SOLICITATION OF CONSENTS TO

AMEND THE RELATED INDENTURE AND NOTES

PROSPECTUS

The Exchange Agent for the Exchange Offer and the Consent Solicitation is:

Global Bondholder Services Corporation

Any questions or requests for assistance may be directed to the dealer manager at the address and telephone number set forth below. Requests for additional copies of this prospectus and the letter of transmittal and consent may be directed to the Information Agent. Beneficial owners may also contact their custodian for assistance concerning the exchange offer and the consent solicitation.

The Information Agent for the Exchange Offer and the Consent Solicitation is:

Global Bondholder Services Corporation

65 Broadway—Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers Call Collect: (212) 430-3774

All Others, Please Call Toll-Free: (866) 470-3900

contact@gbsc-usa.com

The Dealer Manager for the Exchange offer and the Consent Solicitation is:

BofA Merrill Lynch

214 North Tryon Street, 14^th Floor

Charlotte, North Carolina 28255

Attention: Liability Management Group

Collect: (980) 387-3907

Toll-Free: (888) 292-0070

PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify its directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement in connection with specified actions, suits, or proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification in which the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s bylaws, disinterested director vote, stockholder vote, agreement, or otherwise.

Section 10 of the registrant’s Amended and Restated Bylaws requires indemnification to the full extent permitted under Delaware law as it now exists or may hereafter be amended. Subject to any restrictions imposed by Delaware law, the Bylaws provide an unconditional right to indemnification for all expense, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by any person in connection with any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that such person is or was serving as a director or officer of the registrant or that, being or having been a director or officer of the registrant, such person is or was serving at the request of the registrant as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan.

The Bylaws also provide that the registrant may, by action of its Board of Directors, provide indemnification to its employees and agents with the same scope and effect as the foregoing indemnification of directors and officers.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.

Article 10 of the registrant’s Restated Certificate of Incorporation provides that to the full extent that the DGCL, as it now exists or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the registrant shall not be liable to the registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of such Article 10 shall not adversely affect any right or protection of a director of the registrant for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

The registrant has entered into certain indemnification agreements with its directors. The indemnification agreements provide the registrant’s directors with further indemnification, to the maximum extent permitted by the DGCL.

The foregoing summaries are necessarily subject to the complete text of the statute, the registrant’s Restated Certificate of Incorporation and Amended and Restated Bylaws, and the arrangements referred to above, and are qualified in their entirety by reference thereto.

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Item 21. Exhibits and Financial Statement Schedules

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Item 22. Undertakings

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 20th day of November, 2017.

POWER OF ATTORNEY

Each of the directors and/or officers of Amazon.com, Inc., whose signature appears below hereby appoints Jeffrey P. Bezos, Brian T. Olsavsky, David A. Zapolsky, Kurt H. Zumwalt, and Michael D. Deal and each of them severally as his or her attorney-in-fact to date and file with the Securities and Exchange Commission this registration statement on Form S-4, and to sign, date, and file any and all amendments and post-effective amendments (including any additional registration statements related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933, as amended) to such registration statement, in each case on his or her behalf, in any and all capacities stated below, as appropriate, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.

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