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Advanced Micro Devices, Inc.

2485 Augustine Drive

Santa Clara, California  95054

Tel: 408-749-4000

www.amd.com

October 4, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street NE

Washington, D.C. 20549

Attention:  Anuja Majmudar, Karina Dorin

RE:      Advanced Micro Devices, Inc.

Form 10-K for the fiscal year ended December 31, 2022

Filed February 27, 2023

File No. 001-07882

Dear Mss. Majmudar and Dorin:

On behalf of Advanced Micro Devices, Inc. (the “Company” or “AMD”), set forth below is the Company’s response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) dated September 8, 2023 relating to the Company’s Form 10-K for the year-ended December 31, 2022 (the “2022 Form 10-K”).  Reference is made to the Company’s letter dated August 31, 2023 (“Initial Response Letter”) in response to the SEC’s initial comment letter dated August 3, 2023.

Response Dated August 31, 2023

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 40

1.We note your response to prior comment 2 states that you did not identify any indirect consequences of climate-related regulation or business trends for purposes of your reporting to the Commission. Please include a discussion explaining in greater detail your analysis and how you concluded on the materiality of each of the items for which disclosure was not deemed necessary. For example, explain how you determined that your customer’s interest in reducing greenhouse gas emissions and using alternate energy sources did not correlate to increases or decreases in demand for your products and technologies. In that regard, we note your CDP Climate Change submission reflects that you work closely with customers to identify climate challenges and solutions and engage customers on matters related to energy efficiency and climate in order to inform your product design and other environmental initiatives. Please also tell us how you considered the impact that climate-related regulation or business trends of your suppliers, including the manufacturers of your wafer supplies, may have on your business and operations.

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In addition, we note your response reflects that you do not currently anticipate any material reputational risks resulting from your operations or products that produce material greenhouse emissions. Please expand your disclosure to discuss the potential adverse consequences to your reputation resulting from your operations that produce greenhouse gas emissions.

•Please include a discussion explaining in greater detail your analysis and how you concluded on the materiality of each of the items for which disclosure was not deemed necessary.

-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.

Consistent with the Company’s Initial Response Letter, while the Company engages with its customers in discussions about greenhouse gas emissions, the Company has not experienced decreased demand for its products or technology because such products contribute to a customer’s production of greenhouse gas emissions or are related to carbon-based energy sources. Nor has the Company experienced increased customer demand for its products or technology due to lower emissions than competing products.  The Company assesses the impact of increases or decreases in demand, and degree to which underlying factors are likely to have a Material (as that term is defined in the Company’s Initial Response Letter) impact on demand, by assessing the degree to which any such increases or decreases in demand are likely to have a Material impact on the Company’s business, financial condition or results of operations.

During the applicable periods, through its customer engagement processes, the Company determined that its customers’ interest in reducing greenhouse gas emissions and using alternate energy sources did not correlate to Material increases or decreases in demand for the Company’s products and technologies. Specifically, in order to assess customer demand including the degree to which certain factors have a Material impact on demand, the Company monitors customer demand through a variety of ways including direct customer discussions, external market surveys of end users, external market analysis, and assessments of sales, forecasts, shipment volumes and inventory levels. As discussed in the Initial Response Letter, these processes have revealed that there are several factors that can drive demand for the Company’s products and technology, including: timely product introductions, product quality, product features and capabilities, reliability, processor clock speed, performance, size (or form factor), selling price, cost, adherence to industry standards (and the creation of open industry standards), level of integration, software and hardware compatibility, ease of use and functionality of software design tools, completeness of applicable software solutions, security and stability, brand recognition and availability.

As part of its value proposition to its customers, the Company continues to focus on what is important to customers based on feedback provided by them through the Company’s customer engagement efforts. This customer feedback primarily reflects that performance and the economic consideration of total cost of product ownership are the most critical considerations when purchasing the Company’s products. While total cost of ownership may, in part, include consideration of product energy efficiency, the Company’s customer engagement efforts have found that the financial cost to meet its customers’ performance requirements is the primary driver of the total cost of ownership value proposition. As such, the Company strives to meet its customers’ performance requirements as well as their desire for competitive total cost of ownership. Specifically, during the periods covered by the 2022 Form 10-K, the external factors

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that the Company determined Materially affected demand for the Company’s products were industry-wide impacts caused by the COVID-19 pandemic in 2020 and 2021, new product introductions and uncertainty caused by weakened macroeconomic conditions experienced in the second half of 2022, and not climate- or greenhouse gas emissions-related factors.

As indicated in the Company’s Initial Response Letter, the Company communicates with direct customers about the efforts and challenges worldwide to reduce greenhouse gas emissions, including through the use of alternative energy sources, and communicates with direct customers about product energy efficiency, including power consumption and battery life. For example, the Company engages with its large data center customers to educate them about the Company’s 30x25 energy efficiency goal to deliver a 30x increase in energy efficiency by 2025, for the Company’s processors and accelerators powering servers for high-performance computing and artificial intelligence-training from a 2020 baseline, as described in the Company’s Corporate Responsibility Report. However, the Company has not seen evidence in its customer engagement processes that the degree to which products produce greenhouse gas emissions or are related to carbon-based energy sources is, in of itself, a meaningful driver of demand. Nor has the Company seen any discernable trend of customers changing their demand for its products or technology specifically for the purpose of achieving lower emissions than competing products.

In response to the Staff’s specific question regarding the Company’s CDP Climate Change submission, the Company notes two considerations. First, as discussed above, the Company considers energy efficiency to be an issue that is broader than driving lower emissions, the use of alternative energy sources or the production of greenhouse gas emissions. As discussed above, the Company’s customers are focused predominantly on the performance of the Company’s products and also on the cost savings associated with higher efficiency products, with total cost of ownership being a key driver of demand and the Company’s competitive landscape. Second, the Company notes that while its CDP Climate Change submission provides that the Company’s product energy efficiency gains can help customers reduce emissions, and supply chain resource efficiency initiatives can reduce energy/emission impacts in the supply chain, including in wafer manufacturing, these were examples of ESG “material” risks and opportunities. Consistent with the Company’s Initial Response Letter, the approach the Company takes to materiality, including its use of the word “material” in the CDP Climate Change submission is different from the approach the Company takes for the purposes of reporting to the SEC under U.S. federal securities law. Respectfully, the Company notes to the Staff that while the Company can and does help its customers in this way, that does not mean that these matters rise to the level of being Material for the purposes of its reporting to the SEC nor to the level of having a Material impact on the Company’s business, financial condition or results of operations.

In summary, during the periods covered by the 2022 Form 10-K, the Company has not seen evidence of any meaningful effect on demand related to whether the Company’s products or technology may contribute to a customer’s production of  greenhouse gas emissions or are related to carbon-based energy sources, nor any discernable trend of customers changing their demand in any meaningful way for products or technology specifically for the purpose of achieving lower emissions than competing products.

-increased competition to develop innovative new products that result in lower emissions.

The Company’s strategy is to create and deliver the world’s leading high-performance and adaptive computing products across a diverse set of markets to solve the world’s most important challenges. The Company continually focuses on innovation and on executing to its product technology roadmap to deliver leadership products. While the Company consistently strives to build innovative and impactful products for a sustainable future, consistent with the Company’s Initial Response Letter and its responses above, during the applicable periods, the Company did not experience increased competition to develop new products to purposefully

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result in lower emissions. Also consistent with its Initial Response Letter and its responses above, the Company assesses the Materiality of increases or decreases in competition, and degree to which underlying factors are likely to have a Material impact on the competitive landscape, by assessing the degree to which any such increases or decreases are likely to have a Material impact on the Company’s business, financial condition or results of operations. The Company assesses its competitive landscape through the customer engagement process described above and by conducting external market analyses and competitive market analyses. There are a variety of factors as listed above that can drive demand and therefore competition. As indicated above, while total cost of ownership can be a Material factor that drives demand, and therefore competition, and energy efficiency can be part of the total cost of ownership analysis, lower emissions alone have not been revealed by the Company’s customer engagements and analysis to be a meaningful driver of competition to date.

-increased demand for generation and transmission of energy from alternative energy sources.

While the Company has set and pursues environmental sustainability goals to reduce its carbon footprint and consistently strives to build innovative and impactful products with increased energy efficiency, consistent with the Company’s Initial Response Letter and responses above, the Company has not experienced meaningful increased demand for products relating to the generation and transmission of energy from alternative energy sources to date. Also consistent with its Initial Response Letter and responses above, the Company assesses the Materiality of increases or decreases in demand, and degree to which underlying factors are likely to have a Material impact on demand, by assessing the degree to which any such increases or decreases in demand are likely to have a Material impact on the Company’s business, financial condition or results of operations. Using the same methods described above that the Company uses to assess customer demand, the Company determined for the covered applicable periods that it did not experience an increased or decreased demand for products and technologies based on generation or transmission of energy from alternative energy sources. As discussed above, there are many business reasons why customers may demand the Company’s products, and although energy efficiency does play a role because it can relate to total cost of ownership, the Company has not seen energy sources play any meaningful role in driving customer demand to date.

-any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions.

Consistent with the Company’s Initial Response Letter, the Company has not experienced reputational risks resulting from operations or products that produce Material greenhouse gas emissions to date. Also consistent with the Company’s Initial Response Letter and responses above, the Company assesses the Materiality of reputational risks, and degree to which underlying factors are likely to have a Material impact on its reputation, by assessing the degree to which any such risks are likely to have a Material impact on the Company’s business, financial condition or results of operations.

The Company monitors how its reputation, and any changes to sentiment about its reputation, may impact its business, financial results, results of operations and access to capital. The Company monitors its reputation, in the context of how its products or operations relate to its reputation, by engaging with a broad stakeholder base including investors, customers, suppliers, and employees. This engagement includes the customer engagement processes discussed above, as well as solicitation of input from major institutional investors and analysts, direct manufacturing suppliers and employees. The Company also respectfully refers the Staff to its Initial Response Letter, which provides detail on how the Company’s evaluation of reputational risk fits into its overall enterprise risk management process, and also refers the Staff to the responses above, which discusses in further detail the factors that the Company sees as

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directly relating to demand for its products and its competitive landscape, any of which could also impact its reputation.

Regarding the Company’s products specifically, as discussed above, while energy efficiency may be part of customers’ assessment of the total cost of ownership of its products and technology in comparison to others in the marketplace, the Company’s engagement with them has not indicated that greenhouse gas emissions resulting from the Company’s business processes, products or technology are meaningful factors in their decision to purchase the Company’s products or technology or to their assessment of the Company’s reputation.

Regarding the Company’s operations specifically, the Company has not experienced reputational risks resulting from its operations that produce greenhouse gas emissions, nor does the Company anticipate any Material adverse consequences to its reputation resulting from its operations that produce greenhouse gas emissions. The Company is purs