Amazon.com (AMZN)

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On June 11, 2009, Amazon.com entered into a settlement agreement in its lawsuit with Toys “R” Us, Inc., and its affiliates, with terms that include, among other things, (i) a one-time payment from Amazon.com of $51 million in the third quarter 2009, substantially all of which was unanticipated and will be charged to “Other operating expense” in the second quarter, (ii) dismissal of all claims and counterclaims, and (iii) mutual releases.

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The Company’s Letter to Shareholders, which accompanies its Annual Report for the Year Ended December 31, 2008, is attached as Exhibit 99.1.

(d) Exhibits

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On March 4, 2009, Myrtle S. Potter informed Amazon.com, Inc. (the “Company”) that she would not stand for re-election at the Company’s 2009 Annual Meeting of Shareholders.

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On February 12, 2009, the Company’s Board of Directors (the “Board”) amended the Company’s Bylaws effective as of such date primarily to clarify and amend provisions addressing the procedures and information to be provided by stockholders proposing to nominate directors or introduce other business at annual or special meetings of stockholders. The amendments do not change the time frames in which advance notice of director nominations or other business must be given to the Company for annual meetings of stockholders.

The amendments require that stockholders proposing nominations or business for special or annual meetings provide, in addition to information already required by the Bylaws:

The amendments also make other technical and conforming changes.

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On November 13, 2008, the Board of Directors of Amazon.com, Inc. (the “Company”) elected Alain Monié as a director of the Company, effective on that date, and also appointed him to the Leadership Development and Compensation Committee of the Board, effective January 1, 2009. Mr. Monié is President and Chief Operating Officer of Ingram Micro Inc. and a director of Jones Lang LaSalle Incorporated. In connection with his election, Mr. Monié was granted a restricted stock unit award under the Company’s 1997 Stock Incentive Plan for 7,000 shares of common stock of the Company, to vest in three equal installments on the first, second and third anniversaries of his initial election assuming continued service as a director. Mr. Monié has also entered into an indemnification agreement with the Company in the same form its other directors have entered, which is filed as an exhibit to Amendment No. 1, filed April 21, 1997, to the Company’s Registration Statement on Form S-1 (Registration No. 333-23795).

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On August 18, 2008, Amazon.com, Inc. (the “Company”) called for redemption on September 17, 2008, approximately $399 million in principal amount of its outstanding 4.75% Convertible Subordinated Notes due 2009 (the “Notes”) with CUSIP numbers 023135AD8 and 023135AF3. The redemption price was 100.475% of the principal amount at maturity, plus accrued and unpaid interest from August 1, 2008 through September 16, 2008. Holders of the Notes could elect to convert the Notes into the Company’s common stock at a conversion price of $78.0275 at any time until the close of business on September 16, 2008. Between August 18, 2008 and September 16, 2008, the Company received requests to convert a total of $132,372,000 in principal amount of the Notes, and the Company issued 1,696,436 shares of its common stock as a result of such requests. The remaining total of $266,186,000 in principal amount of the Notes was redeemed by the Company on September 17, 2008.

The Company issued shares of its common stock solely to existing security holders upon conversion of the Notes, with no commission or other remuneration paid or given directly or indirectly for soliciting such exchange, pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

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The Company’s press release, announcing a redemption of the Company’s remaining 4.75% Convertible Subordinated Notes, is attached as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

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On May 9, 2008, Amazon.com, Inc. (the “Company”) called for redemption on June 9, 2008, $500,000,000 in principal amount of its outstanding 4.75% Convertible Subordinated Notes due 2009 (the “Notes”) with CUSIP numbers 023135AD8 and 023135AF3. The redemption price was 100.475% of the principal amount at maturity, plus accrued and unpaid interest from February 1, 2008 through June 8, 2008. Holders of the Notes could elect to convert the Notes into the Company’s common stock at a conversion price of $78.0275 at any time until the close of business on June 6, 2008. From May 29, 2008 through June 6, 2008, holders elected to convert a total of $472,934,000 in principal amount of the Notes, and the Company issued 6,061,093 shares of its common stock as a result of such elections. The remaining total of $27,066,000 in principal amount of the Notes was redeemed by the Company on June 9, 2008.

The Company issued shares of its common stock solely to existing security holders upon conversion of the Notes, with no commission or other remuneration paid or given directly or indirectly for soliciting such exchange, pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended.

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The Company’s press release, announcing a partial redemption of the Company’s 4.75% Convertible Subordinated Notes, is attached as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

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The Company’s Letter to Shareholders, which accompanies its Annual Report for the Year Ended December 31, 2007, is attached as Exhibit 99.1.

(d) Exhibits

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