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We note your disclosures in your CSR report expressing your commitment to utilize your size and scale toward climate and environmental innovations, and your statement that you are committed to building a sustainable business for your employees, customers and communities. We also note that you provided more expansive disclosure in your CSR report than you provided in your SEC filings.

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Please advise us what consideration you gave to providing the same type of climate-related disclosure in your SEC filings as you provided in your CSR report.

As you noted from our 2020 Sustainability Report, we are committed to building a sustainable business for our employees, customers, and communities. To create lasting and systemic change on our planet, we are focused on driving change both within and beyond our company, and in partnership with others. This is reflected in The Climate Pledge, a commitment that we co-founded with the architect of the Paris Agreement, to achieve net-zero carbon emissions across the business by 2040 – 10 years ahead of the Paris Agreement.

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Achieving this goal requires a process of innovation and sustained action across our business over a prolonged period of time. This process of incremental innovation is the same process that we have applied to the development and growth of our business, which has evolved and expanded based on our commitment to four guiding principles: customer obsession rather than competitive focus, passion for invention, commitment to operational excellence, and long-term thinking. While we are still in the early phases of decarbonizing our business, we have seen meaningful progress in several areas, such as being on a path to powering our operations with 100% renewable energy by 2025, five years ahead of our goal. Our 2020 Sustainability Report details these actions and initiatives and includes our work on a wider range of commitments and initiatives to support our employees, our supply chain partners, and the communities where we operate around the world.

We recognize that many of our stakeholders, including some of our shareholders, are keenly interested in our actions and initiatives to address climate change and to reduce our carbon intensity. Accordingly, we provide climate-related disclosures through a number of Regulation FD-compliant means. In providing such disclosures, we assess applicable disclosure requirements under the U.S. securities laws and regulations, as well as additional factors such as the nature of the information, the context of the communication, and the information that is available at the time of the communication. For example, our definitive proxy statement filed on April 15, 2021 addresses many of the actions and initiatives we have taken to address environmental sustainability, since we believe this information may be useful to some of our shareholders in their assessment of management’s and the Board’s stewardship of our company.

We also consider the intended audience for our climate-related disclosures. In this regard, we recognize that our shareholders are not our only stakeholders who may be interested in this topic. We believe our annual sustainability report is our most effective means of communicating comprehensively with all of our stakeholders. At the same time, while we address topics, metrics, and initiatives in our sustainability report that are important to us and certain stakeholders not all of that information is material to our business or operating results, as we stated in our 2020 Sustainability Report at page 137.1

For our 2020 10-K, pursuant to our disclosure controls and procedures, we considered the responsiveness of information to the requirements of Form 10-K and the applicable provisions of Regulations S-K and S-X, as well as Rule 12b-20 of the Securities Exchange Act of 1934, and the interpretive guidance issued by the Securities and Exchange Commission (the “Commission”) reviewing how existing disclosure requirements apply to climate change matters.2 Specifically, whereas our 2020 Sustainability Report addresses certain actions we are taking in the course of operating our business to address climate change, our 2020 10-K addresses information material to an understanding of our business taken as a whole, including a description of our revenue-generating activities, products, and services offered through our North America, International, and Amazon Web Services segments, risk factors material to an investment in our securities, and management’s discussion and analysis of our financial position and results of operations. As discussed in our responses below, we believe that the 2020 10-K satisfies those requirements. As the size and extent of our climate initiatives continue to expand, and more of our renewable energy projects become operational, we will continue to monitor and evaluate our climate-related disclosures in the context of our segments and operations as we prepare future filings. In addition, we look forward to complying with any future climate change disclosure requirements resulting from the Commission’s current rulemaking efforts.

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We note the disclosure in your proxy statement and your CSR report that you are taking meaningful steps in your journey to be net-zero carbon by 2040 through significant investments in renewable energy and sustainability initiatives. If material, please quantify capital expenditures and compliance costs for these climate-related initiatives.

As we have publicly stated, we intend to use our size and scale to make a difference in addressing climate change and decarbonization, and we are focused on driving change ourselves and in partnership with others. This entails many initiatives across our company as well as supporting large-scale, long-term

1 Available at https://sustainability.aboutamazon.com/pdfBuilderDownload?name=amazon-sustainability-2020-report.

2 Commission Guidance Regarding Disclosure Related to Climate Change, Release No. 33-9106 (Feb. 2, 2010).

decarbonization solutions, such as our renewable energy projects.

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To date, we have been able to support these and other projects through initiatives that have not required capital expenditures that are material to us for financial reporting purposes. For example, by agreeing to purchase energy generated by large-scale solar panel and wind projects, we help support the development of those projects. These projects do not require us to make capital expenditures; instead, we commit to purchase an agreed-upon percentage of the energy, if and as it is generated, over a stated term. Similarly, when we arrange for developers to install solar panel arrays on buildings across our operations, we typically do not own the panels, but instead pay for the energy as it is generated. For some building projects where we have arranged for solar panels to be included as part of the construction of the facility, the costs are capitalized and depreciated, similar to the accounting treatment of other fixtures such as HVAC equipment, but such expenditures to date have not been material. Moreover, some of our climate-change initiatives, such as planning data centers with water and energy efficiency in mind, can sometimes result in lower expenses over the life of an asset. In addition, our compliance costs for climate-related initiatives, such as Federal Energy Regulatory Commission licensing fees, have not been material for financial reporting purposes.

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To the extent material, discuss the indirect consequences of climate-related regulation or business trends, such as the following: • decreased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources; • increased demand for goods that result in lower emissions than competing products; • increased competition to develop innovative new products that

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result in lower emissions; and • any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

We address demand for goods and services that result in lower emissions through many aspects of our operations. For example, we are working to reduce the carbon impact of our fulfillment operations, including through reductions in the amount of packaging materials used. As well, we are reducing the carbon intensity of our devices, and our sustainable shopping initiatives offer customers the option of purchasing more sustainable products.

However, due to the nature of our retail operations, we have not identified trends in product demand attributable to climate-related regulation or business

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trends, or competitive pressure arising from lower emission product offerings, that are material to our operations or financial results. We do not manage our retail operations or discuss those operations with investors in terms of particular product offerings. Instead, we focus on providing a wide selection of products and services to our customers, offering hundreds of millions of unique products that are sold by us or by third parties across dozens of diverse product categories. Unlike a retailer relying primarily on physical stores, our decision to stock and sell a particular product or category of products does not preclude us from giving “shelf space” to other products and categories of products; as consumer demand shifts, we are able to adjust our offerings rapidly to maximize our unit sales without making the management decision to devote less selling space to other products. In this regard, we refer you to our comment letter responses addressed to the Division of Corporation Finance and dated October 26 and December 21, 2017, in which we confirm that, in preparing annual and quarterly disclosures in our MD&A, we assess whether there are any individual drivers or trends in any product category that would be material to an understanding of our net sales growth. As an example, when the COVID-19 pandemic produced rapid changes in consumer behavior, we disclosed in our periodic reports that increased demand in our North America and International segments, including for household staples and other essential products, contributed to net sales growth.3 If in the future we identify any such trends in demand that are material to an understanding of our operations, we will disclose them.

3 See, e.g., our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 at page 23.

With respect to our AWS segment, through our scale and focus on innovation and efficiency, our AWS data centers can achieve higher utilization and energy efficiency than is possible for the typical on-premises data center. We believe that the energy efficiency of our cloud services is one factor that our customers may consider when determining to utilize AWS services, although we are not able to isolate the extent to which it affects customers’ decisions as to whether or not to utilize AWS cloud computing services.

As discussed in response to Comment #1, we have undertaken numerous actions and initiatives to proactively address climate change, including The Climate Pledge, through which we have committed to achieve net-zero carbon emissions across our business by 2040, as well as through outward-facing initiatives, such as The Climate Pledge Fund, which is an investment program to support the development of sustainable and decarbonizing technologies and services. We do encounter some criticism over various aspects of our operations, such as advocates urging us to accelerate even further our progress, and we embrace the opportunity to learn from and address these concerns. However, we believe that our initiatives are aggressive and demonstrate our seriousness about working hard on these issues, and we have not seen material effects on, or material trends affecting, our operations or financial results that are attributable to reputational concerns over the extent to which our operations, products, and services support decarbonization.

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Disclose the material effects of transition risks related to climate change that may affect your business, financial condition, and results of operations, such as policy and regulatory changes that could impose operational and compliance burdens, market trends that may alter business opportunities, credit risks, or technological changes.

The Risk Factors section of our 2020 10-K identifies a number of ways in which extreme weather conditions, changing technology, and changes in consumer demand could materially impact our business, financial condition, or results of operations. We also identify evolving governmental policy, law, and regulations, including regulation of electronic waste, energy consumption, and environmental regulation, as risks that could cause us to incur substantial costs, expose us to unanticipated liability or penalties, diminish the demand for, or availability of, our products and services, increase our

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cost of doing business, require us to change our business practices in a manner materially adverse to our business, damage our reputation, impede our growth, or otherwise have a material effect on our operations. We have sought to mitigate these risks by numerous initiatives, including our commitment to reduce our carbon intensity and be net carbon zero across our business ten years before the 2050 goal of the Paris Agreement. We have in the past, and will in the future, identify any specific regulatory changes or other specific transition risks that pose a material risk to our business, financial condition, or results of operations.

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Your response to comment 2 indicates that your capital expenditures and compliance costs related to your journey to becoming net-zero carbon by 2040 have not been material. Please explain in further detail how you determined that such capital expenditures were not material and quantify the amounts incurred.

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Your response should address your sustainability initiatives in addition to your investments in renewable energy. With respect to compliance costs, please explain how you determined that the Federal Energy Regulatory Commission licensing fees are not material and quantify any costs necessary for you to make certain that your operations and assets comply with environmental laws or regulations.

Discrete capital expenditures in support of The Climate Pledge in 2020 were approximately $250 million. These consist of electric and lower-emission vehicles and supporting infrastructure (to expand our delivery fleet or replace vehicles as they were ready to be retired) and rooftop solar panels. The incremental cost of these assets in 2020 over what we would have spent for less

Page climate-friendly alternatives is even less material.

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As we continue to expand and ramp up our initiatives in support of our Climate Pledge commitment, including our expected purchases of electric vehicles, we expect these amounts to increase for 2021 and beyond. Nevertheless, we do not currently view these as material trends because the incremental cost is not expected to be significantly more than what would have been spent for traditional alternatives. For Climate Pledge initiatives that are inseparable within the costs of capitalized projects incorporating sustainable design (such as incorporating water and energy efficiencies in data centers), we concluded that the incremental costs of these elements were not material by comparing the overall costs to more carbon-intensive alternatives.

With respect to compliance costs related to our journey to be net-zero carbon across our operations by 2040, compliance costs related to Federal Energy Regulatory Commission rules and regulations are largely driven by outside counsel spend and were significantly less than $1 million in 2020. Additional compliance costs attributable to our renewable energy related initiatives and carbon data reporting consist primarily of personnel costs, which were less than

$10 million for 2020. In this regard, we respectfully note that not all costs to comply with environmental laws or regulations are attributable to our climate-related initiatives.

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Your response to comment 3 indicates that while you do address demand for goods and services that result in lower emissions through many aspects of your operations, you have not identified trends in product demand attributable to climate-related regulation or business trends, or competitive pressure arising from lower emission product offerings, that are material to your operations or financial results.

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Please provide additional detail on how you determined that such regulation or business trends were not material.

We respectfully refer you to our response to comment 1 in our letter addressed to the Division of Corporation Finance dated December 21, 2017 (the “2017 Response Letter”) where we explain that due to the nature of our retail operations, in which we and independent third-party sellers offer hundreds of millions of unique products across dozens of diverse product categories, decisions to stock and sell a particular product or category of products does not preclude us from giving “shelf space” to other products and categories of products.

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As a result, as consumer demand shifts, we are able to adjust our offerings rapidly to maximize our unit sales without making the management decision to devote less selling space to other products. In short, we seek to increase unit sales across our stores, through increased product selection, across numerous product categories. For example, in September 2020, we launched a new program to badge certain products Climate Pledge

Friendly to help make it easy for customers to discover and shop for more sustainable products.1 As of October 2021, we offered over 200,000 products badged as Climate Pledge Friendly. However, these and other lower emission products available through our stores are just some of the hundreds of millions of products offered, and other factors such as convenience, availability, and price also drive customer choice.

In light of the nature of our operations, when we assess whether there are trends in product demand that are material to our operations or financial results, we look at period-over-period changes in sales and operating income, on both a consolidated and segment basis, as well as

See https://www.aboutamazon.com/news/sustainability/amazon-launches-climate-pledge-friendly-program changes in our various categories of operating expenses (including cost of sales). We then analyze the sources of such changes, including product volume and channel mix, and assess whether there are any factors or trends that are material to an understanding of our operations or financial results, and whether we are able to identify the basis for any such factors or trends, and we then provide disclosure that reflects this analysis. For example, for the quarter ended March 31, 2020, after identifying increased sales on lower margin household staples and other essential products, along with decreased sales on higher margin discretionary consumer products, we identified and disclosed a material trend reflecting a shift in consumer demand arising from responses to the COVID-19 pandemic. Similarly, in past years, when applicable, we have identified sales in faster growing product categories such as electronics as a material factor or trend affecting our operations or financial results. In the course of conducting these types of analyses, we have not identified any changes in consumer demand that we would attribute to climate-related regulation or business trends or competitive pressure arising from lower emission product offerings that are material to our operations or financial results.

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With respect to reputational concerns related to operations or products that produce greenhouse gas emissions, please explain how you determined that you have not seen material effects on, or material trends affecting, your operations or financial results, as stated in your response to prior comment 3.

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Your response should more clearly explain how you considered providing disclosure regarding climate change as a factor that could affect your reputation or brand image.

As discussed in our response to comment 2 of this letter, when assessing whether there are trends that are material to our operations or financial results, we look at period-over-period changes in sales, operating income, and categories of operating expenses, analyze the sources of such changes, and assess whether there are discernable factors or trends to be disclosed.

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In the course of conducting these analyses, we have not identified reputational concerns related to operations or products that produce greenhouse gas emissions that have had material effects on, or that underlie material trends affecting, our operations or financial results. We advertise extensively and undertake other efforts to promote awareness of the actions we are taking to be a leader in reducing greenhouse gas emissions and promoting sustainability in our operations, and we respectfully believe these initiatives help to account for the absence of discernable material effects on, or material trends affecting, our operations or financial results that are attributable to such reputational concerns.

We address our consideration of reputational risk associated with our climate change initiatives in our response to comment 4 of this letter.

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Your response to comment 4 points to certain risk factors that you disclosed in your 2020 Form 10-K. However, it does not appear that you have provided disclosure regarding the effects of transition risks related to climate change.

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Please revise to provide disclosure that specifically addresses transition risks, such as those noted in your response, and explains how such transition risks may impact your business, financial condition, and results of operations.

The Task

Force on Climate-Related Financial Disclosures framework identifies four categories of climate change transition risks: “Policy and Legal,” “Technology,” “Market,” and “Reputation.”2 As discussed in our response to comment 4 in the Initial Response Letter, the Risk Factors section of our 2020 10-K specifically discusses each of these risk categories as potentially impacting our business, financial condition, and results of operations.

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For example, for “Policy and Legal” transition risks, we call out risk from evolving governmental policies, laws, and regulations, including regulation of electronic waste, energy consumption, and environmental regulation (at page 13 of the 2020 10-K), and for “Market” transition risks, we call out risks from changing or softening demand, customer retention, attracting new customers, and satisfying customers’ demand, and diminished demand for, or availability of, our products and services (at page 12 of the 2020 10-K). In this regard, we respectfully believe that climate-change transition considerations are not the only source of these types of risks and, given the nature of our operations and the actions we are proactively taking to reduce greenhouse gas emissions and promote sustainability in our operations, are not more significant than other factors that give rise to these types of risks. With respect to future filings, we will continue to assess whether specific regulatory, technology, market, or reputational risks attributable to climate-change related developments present unique risks that are material to our business, financial condition, or results of operations. For example, in our 2021 Form 10-K, we intend to specifically state that a failure to timely achieve one or more goals that we announce as part of The Climate Pledge could negatively impact our reputation or demand for our products and services.

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We note that your response to comment 3 regarding reputational concerns points to an analysis of period-over-period changes in sales, operating income, and categories or operating expenses. Please tell us how this analysis considered changes in interest from investors, lenders, or other third parties with respect to your operations or products that produce greenhouse gas emissions.

We respectfully confirm that our response to prior comment 3, addressing whether there have been any material effects on (including material trends affecting) our operations or financial results attributable to any reputational concerns regarding operations or products that produce greenhouse gas emissions, considered changes in interest from investors, lenders, and others, including potential reputational impacts referenced in the Commission’s 2010 guidance regarding climate change disclosures.1 For example, our offering of $1 billion of Sustainability Notes (as

1 Commission Guidance

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Regarding Disclosure Related to Climate Change, Release No. 33-9106 (Feb. 2, 2010).

defined in the Prospectus Supplement filed on May 12, 2021 pursuant to Rule 424(b)(2)) was oversubscribed, resulting in a lower interest rate, but the lower interest rate on the Sustainability Notes is not material to our liquidity or financial results.

We also confirm that investors, lenders, and others expressing interest in climate change matters have generally been supportive of our initiatives. As discussed on page 14 of our definitive proxy statement filed on April 15, 2021, we meet regularly with our shareholders to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics—including climate change and related issues. This is complemented by additional periodic touchpoints with investors, lenders, employees, customers, and other stakeholders by our Investor Relations, ESG Engagement, Public Relations, Sustainability, or other teams in response to inquiries by these stakeholders. We have taken our engagement with such parties into consideration when concluding that any reputational risks with respect to our operations and products that produce greenhouse gas emissions have not been material to our business or financial results or to the market for our securities.

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We note that your response to prior comment 4 refers to the actions you are proactively taking to reduce greenhouse gas emissions and promote sustainability in your operations. Tell us how you considered providing disclosure that specifically addresses the challenges associated with reducing your carbon intensity (e.g., the pace of technological change necessary to meet your climate initiatives, the availability of

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climate-friendly assets such as electric and lower-emission vehicles, etc.).

In connection with preparation of our annual report on Form 10-K and each quarterly report on Form 10-Q, our disclosure controls and procedures include a review of risk factors with business, finance, and legal leaders, including in our Sustainability group. As a technology company that seeks to constantly invent, the challenges and risks associated with fulfilling The Climate Pledge to date have not been materially greater or different than those we face in achieving our other business and operational objectives.

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In assessing this, we evaluate the specific goals and initiatives that we have announced to date and the science and resources that are available or that are needed to reach the goal, as well as our progress to date. For example, using a science-based approach that combines lab testing, machine learning, materials science, and manufacturing partnerships to scale sustainable change across our packaging supply chain, we have reduced the need for additional packaging and improved the design and materials used for our packaging assortment, reducing the weight of packaging materials while making our packaging more robust. Similarly, we believe that addressing business needs through agreements with Rivian and Stellantis for electric vehicles, through our renewable energy purchase contracts, and numerous other initiatives across our operations, have helped suppliers obtain the funding and scale needed to pursue technological advances that will support our Climate Pledge goals.

Through our risk factor review process, we took into account the increasing number of specific initiatives that we have announced, and recognized that a number of them are dependent on developments by third parties, and that even once our current initiatives are fully operational, progress could be limited by technological restrictions and other factors. To address those risks, we included language in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2021 stating that our sustainability initiatives may be unsuccessful for a variety of reasons, including if we are unable to realize the expected benefits of new technologies or if we do not successfully plan or execute new strategies.

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