Amazon.com (AMZN)

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In August 2008, we called for redemption $399 million in principal amount of our outstanding 4.75% Convertible Subordinated Notes at a redemption price of 100.475% of the principal amount at maturity, plus accrued and unpaid interest from August 1, 2008 through September 16, 2008. Holders could elect to convert the

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4.75% Convertible Subordinated Notes into our common stock at a conversion price of $78.0275, and they elected to convert approximately $132 million in principal amount. As a result, we issued approximately 1.7 million shares of common stock, and we redeemed approximately $266 million in principal amount of the 4.75% Convertible Subordinated Notes on September 17, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In May 2008, we called for redemption $500 million in principal amount of our outstanding 4.75% Convertible Subordinated Notes at a redemption price of 100.475% of the principal amount at maturity, plus accrued and unpaid interest from February 1, 2008 through June 8, 2008. Holders could elect to convert the 4.75% Convertible Subordinated Notes into our common stock at a conversion price of $78.0275, and they elected to convert approximately $473 million in principal amount. As a result, we issued approximately 6.1 million shares of common stock, and we redeemed approximately $27 million in principal amount of the 4.75% Convertible Subordinated Notes on June 9, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 28, 2006, we publicly announced that our Board of Directors had authorized the Company to repurchase up to $500 million of the Company’s common stock on or before August 28, 2008. The table below sets forth information regarding the Company’s purchases of its common stock during Q1 2007 (in millions, except per share data):

All repurchases disclosed in this table were repurchased pursuant to the August 28, 2006 Board of Directors’ authorization.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 28, 2006, we publicly announced that our Board of Directors had authorized the Company to repurchase up to $500 million of the Company’s common stock on or before August 28, 2008. The table below sets forth information regarding the Company’s purchases of its common stock during Q3 2006 (in millions, except per share data):

All repurchases disclosed in this table were repurchased pursuant to the August 28, 2006 Board of Directors’ authorization.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 13, 2005, De Anza Properties exercised a portion of their warrant and received 970 shares of our common stock at a per share exercise price of $6.1588. We assumed this warrant obligation in connection with a 1998 acquisition. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) under the 1933 Act.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 11, 2005, De Anza Properties exercised a portion of their warrant and received 971 shares of our common stock at a per share exercise price of $6.1588. We assumed this warrant obligation in connection with a 1998 acquisition. The shares were issued in reliance on an exemption from registration under Section 4(a)(2) under the 1933 Act.

On March 10, 2005, a holder of our 6.875% PEACS converted €16,000 in principal amount of our 6.875% PEACS and received 189 shares of our common stock at a per share conversion price of €84.883. The shares were issued in reliance on an exemption from registration under Section 3(a)(9) under the 1933 Act.