Mr. Gelsinger has been our Chief Executive Officer and a member of our Board of Directors since February 2021. He has also served as a member and Chair of the Board of Directors of Mobileye, a subsidiary of Intel, since September 2022. He joined Intel from VMware, Inc., a…
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Mr. Gelsinger has been our Chief Executive Officer and a member of our Board of Directors since February 2021. He has also served as a member and Chair of the Board of Directors of Mobileye, a subsidiary of Intel, since September 2022. He joined Intel from VMware, Inc., a provider of cloud computing and virtualization software and services, where he served as Chief Executive Officer from September 2012 to February 2021. Prior to VMware, Mr. Gelsinger served as President and Chief Operating Officer, EMC Information Infrastructure Products at EMC Corp., a data storage, information security, and cloud computing company, from September 2009 to August 2012. Mr. Gelsinger's career began at Intel, where he spent 30 years before joining EMC Corp. During his initial tenure at Intel, Mr. Gelsinger served in a number of roles, including Senior Vice President and Co-General Manager of the Digital Enterprise Group from 2005 to September 2009, Senior Vice President, Chief Technology Officer from 2002 to 2005, and leader of the Desktop Products Group prior to that. Ms. Johnston Holthaus has been our Executive Vice President and General Manager of the Client Computing Group since April 2022. She is responsible for running and growing the client business, including strategy, financial performance, and product development for the full portfolio of client technologies and platforms designed to enable exceptional personal computing experiences across mobile, desktop, and workstation devices. Ms. Johnston Holthaus previously served as Executive Vice President, Chief Sales Officer and General Manager, Sales, Marketing and Communications Group, from September 2019 to January 2022, and as Senior Vice President of Sales and Marketing and Acting Chief Marketing Officer from September 2017 to September 2019. In these roles, she was responsible for global sales and revenue and leading the company's efforts to foster innovative sales and marketing approaches that broaden Intel's business opportunities and enhance customer relationships worldwide. Ms. Johnston Holthaus joined Intel in 1996 and has served in a variety of sales and marketing, channel mobile, and channel desktop positions. Ms. Miller Boise has been our Executive Vice President and Chief Legal Officer since July 2022 and Corporate Secretary since August 2022. Ms. Miller Boise leads Intel's global legal, trade, and government affairs team, is a member of Intel's Executive Leadership Team, and is a strategic advisor to the Company and the Board of Directors. Prior to joining Intel, she was Executive Vice President and Chief Legal Officer at Eaton Corp, a power management company. Before joining Eaton in 2020, she was Senior Vice President, Chief Legal Officer, and Corporate Secretary at Meritor Inc., a supplier of drivetrain, mobility, braking, aftermarket and electric powertrain solutions acquired by Cummins Inc. Ms. Miller Boise has more than 25 years of experience and has served in executive leadership roles, including chief legal officer, general counsel, and head of global mergers and acquisitions. Executive Vice President, Chief Legal Officer and Corporate Secretary Mr. Schell has been our Executive Vice President and Chief Commercial Officer and General Manager of the Sales, Marketing and Communications Group since March 2022. In his role, he oversees Intel's global sales, business management, marketing, communications, corporate planning, customer support, and customer success teams, leading the company's efforts to foster innovative go-to-market approaches that broaden Intel's business opportunities and deepen customer and partner relationships and outcomes worldwide. Prior to joining Intel, Mr. Schell served as the Chief Commercial Officer of HP Inc., an American multinational information technology company, from November 2019 to March 2022. During his 25 years with HP, Mr. Schell held various senior management roles across the globe, including President of 3D Printing and Digital Manufacturing from November 2018 to October 2019 and President of the Americas region from November 2015 to November 2018. Prior to rejoining HP in 2014, Mr. Schell served as Executive Vice President of Growth Markets for Philips, a lighting solutions company, where he led the lighting business across Asia Pacific, Japan, Africa, Russia, India, Central Asia, and the Middle East. He started his career in his family's distribution and industrial solutions company before working in brand management at Procter & Gamble. Executive Vice President, Chief Commercial Officer and General Manager, Sales, Marketing and Communications Group Mr. Zinsner has been our Executive Vice President and Chief Financial Officer since January 2022, overseeing our global finance organization. He joined Intel from Micron Technology, Inc., a manufacturer of memory and storage products, where he most recently served as Executive Vice President and Chief Financial Officer from February 2018 to October 2021. From April 2017 to February 2018, he served as President and Chief Operating Officer of Affirmed Networks, Inc. From January 2009 to April 2017, he served as Chief Financial Officer of Analog Devices, Inc. From July 2005 to January 2009, Mr. Zinsner served as Chief Financial Officer of Intersil Corporation. Table of Contents Table of Contents Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 Section 13(r) of the Exchange Act requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions, or dealings with individuals or entities subject to specific US economic sanctions during the reporting period, even when the activities, transactions, or dealings are conducted in compliance with applicable law. On March 2, 2021, the US Secretary of State designated the Federal Security Service of the Russian Federation (FSB) as a party subject to one such sanction. Though Intel has suspended sales in Russia, there may be a need to file documents or engage with FSB as Intel winds up our local offices. All such dealings are explicitly authorized by General License 1B issued by the US Department of the Treasury's Office of Foreign Assets Control (OFAC), and there are no gross revenues or net profits directly associated with any such dealings by us with the FSB. On April 15, 2021, the US Department of the Treasury designated Pozitiv Teknolodzhiz, AO (Positive Technologies), a Russian IT security firm, as a party subject to one of the sanctions specified in Section 13(r). Prior to the designation, we communicated with Positive Technologies regarding its IT security research and coordinated disclosure of security vulnerabilities identified by the firm. Based on a license issued by OFAC, we resumed such communications. There are no gross revenues or net profits directly associated with any such activities. We plan to continue these communications in accordance with the terms and conditions of the OFAC license. Table of Contents Table of Contents Financial Statements and Supplemental Details We have defined certain terms and abbreviations used throughout our Form 10-K in "Key Terms" within this section. Index to Consolidated Financial StatementsPageReports of Independent Registered Public Accounting Firm(PCAOB ID: 42)71Consolidated Statements of Income74Consolidated Statements of Comprehensive Income75Consolidated Balance Sheets76Consolidated Statements of Cash Flows77Consolidated Statements of Stockholders' Equity78Notes to Consolidated Financial Statements79BasisNote 1: Basis of Presentation79Note 2: Accounting Policies79Performance and OperationsNote 3: Operating Segments85Note 4: Non-Controlling Interests86Note 5: Earnings Per Share88Note 6: Other Financial Statement Details88Note 7: Restructuring and Other Charges90Note 8: Income Taxes91Investments, Long-Term Assets, and DebtNote 9: Investments93Note 10: Acquisitions and Divestitures95Note 11: Goodwill95Note 12: Identified Intangible Assets96Note 13: Borrowings96Note 14: Fair Value99Risk Management and OtherNote 15: Other Comprehensive Income (Loss)100Note 16: Derivative Financial Instruments101Note 17: Retirement Benefit Plans103Note 18: Employee Equity Incentive Plans106Note 19: Commitments and Contingencies108Key Terms112Index to Supplemental DetailsControls and Procedures115Exhibits116Form 10-K Cross-Reference Index121 (PCAOB ID: 42) 71 74 75 76 77 78 79 79 79 85 86 88 88 90 91 93 95 95 96 96 99 100 101 103 106 108 112 115 116 121 70 70 70 70 Table of Contents Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Intel Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Intel Corporation (the Company) as of December 30, 2023 and December 31, 2022, the related consolidated statements of income, comprehensive income, cash flows and stockholders' equity for each of the three years in the period ended December 30, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 30, 2023 and December 31, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 25, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Auditor's Reports71 Auditor's Reports71 Auditor's Reports71 71 Table of Contents Table of Contents Inventory ValuationDescription of the MatterThe Company's net inventory totaled $11.1 billion as of December 30, 2023, representing 5.8% of total assets. As explained in "Note 2: Accounting Policies" within the consolidated financial statements, the Company computes inventory cost on a first-in, first-out basis, and applies judgment in determining saleability of products and the valuation of inventories. The Company assesses inventory at each reporting date in order to assert that it is recorded at net realizable value, giving consideration to, among other factors: whether the products have achieved the substantive engineering milestones to qualify for sale to customers; the determination of normal capacity levels in its manufacturing process to determine which manufacturing overhead costs can be included in the valuation of inventory; whether the product is valued at the lower of cost or net realizable value; and the estimation of excess and obsolete inventory or that which is not of saleable quality. Auditing management’s assessment of net realizable value for inventory was challenging because the determination of excess and obsolete inventory reserves and lower of cost or net realizable value is judgmental and considers a number of factors that are affected by market and economic conditions, such as customer forecasts, dynamic pricing environments, and industry supply and demand. Additionally, for certain new product launches there is limited historical data with which to evaluate forecasts.How We Addressed the Matter in Our AuditWe evaluated and tested the design and operating effectiveness of the Company’s internal controls over the costing of inventory, the determination of whether inventory is of saleable quality, the determination of demand forecasts and related application against on hand inventory, and the calculation of lower of cost or net realizable value reserves including related estimated costs and selling prices.Our audit procedures included, among others, testing the significant assumptions (e.g., estimated product demand forecasts, costs and selling prices) of the underlying data used in management’s inventory valuation assessment. We compared the significant assumptions used by management to current industry and economic trends. We assessed whether there were any potential sources of contrary information, including historical forecast accuracy or history of significant revisions to previously recorded inventory valuation adjustments, and performed sensitivity analyses over significant assumptions to evaluate the changes in inventory valuation that would result from changes in the assumptions. The Company's net inventory totaled $11.1 billion as of December 30, 2023, representing 5.8% of total assets. As explained in "Note 2: Accounting Policies" within the consolidated financial statements, the Company computes inventory cost on a first-in, first-out basis, and applies judgment in determining saleability of products and the valuation of inventories. The Company assesses inventory at each reporting date in order to assert that it is recorded at net realizable value, giving consideration to, among other factors: whether the products have achieved the substantive engineering milestones to qualify for sale to customers; the determination of normal capacity levels in its manufacturing process to determine which manufacturing overhead costs can be included in the valuation of inventory; whether the product is valued at the lower of cost or net realizable value; and the estimation of excess and obsolete inventory or that which is not of saleable quality. Auditing management’s assessment of net realizable value for inventory was challenging because the determination of excess and obsolete inventory reserves and lower of cost or net realizable value is judgmental and considers a number of factors that are affected by market and economic conditions, such as customer forecasts, dynamic pricing environments, and industry supply and demand. Additionally, for certain new product launches there is limited historical data with which to evaluate forecasts. We evaluated and tested the design and operating effectiveness of the Company’s internal controls over the costing of inventory, the determination of whether inventory is of saleable quality, the determination of demand forecasts and related application against on hand inventory, and the calculation of lower of cost or net realizable value reserves including related estimated costs and selling prices. Our audit procedures included, among others, testing the significant assumptions (e.g., estimated product demand forecasts, costs and selling prices) of the underlying data used in management’s inventory valuation assessment. We compared the significant assumptions used by management to current industry and economic trends. We assessed whether there were any potential sources of contrary information, including historical forecast accuracy or history of significant revisions to previously recorded inventory valuation adjustments, and performed sensitivity analyses over significant assumptions to evaluate the changes in inventory valuation that would result from changes in the assumptions. /s/ Ernst & Young LLP We have served as the Company's auditor since 1968. San Jose, California January 25, 2024 Auditor's Reports72 Auditor's Reports72 Auditor's Reports72 72 Table of Contents Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Intel Corporation Opinion on Internal Control Over Financial Reporting We have audited Intel Corporation's internal control over financial reporting as of December 30, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Intel Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 30, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated January 25, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Jose, California January 25, 2024 Auditor's Reports73 Auditor's Reports73 Auditor's Reports73 73 Table of Contents Table of Contents Consolidated Statements of Income Years Ended (In Millions, Except Per Share Amounts)Dec 30, 2023Dec 31, 2022Dec 25, 2021Net revenue$54,228 $63,054 $79,024 Cost of sales32,517 36,188 35,209 Gross margin21,711 26,866 43,815 Research and development16,046 17,528 15,190 Marketing, general, and administrative5,634 7,002 6,543 Restructuring and other charges(62)2 2,626 Operating expenses21,618 24,532 24,359 Operating income93 2,334 19,456 Gains (losses) on equity investments, net40 4,268 2,729 Interest and other, net629 1,166 (482)Income before taxes762 7,768 21,703 Provision for (benefit from) taxes(913)(249)1,835 Net income1,675 8,017 19,868 Less: Net income (loss) attributable to non-controlling interests(14)3 — Net income attributable to Intel$1,689 $8,014 $19,868 Earnings per share attributable to Intel—basic$0.40 $1.95 $4.89 Earnings per share attributable to Intel—diluted$0.40 $1.94 $4.86 Weighted average shares of common stock outstanding:Basic4,190 4,108 4,059 Diluted4,212 4,123 4,090 Marketing, general, and administrative Less: Net income (loss) attributable to non-controlling interests See accompanying notes. Financial StatementsConsolidated Statements of Income74 Financial StatementsConsolidated Statements of Income74 Financial StatementsConsolidated Statements of Income74 74 Table of Contents Table of Contents Consolidated Statements of Comprehensive Income Years Ended (In Millions)Dec 30, 2023Dec 31, 2022Dec 25, 2021Net income$1,675 $8,017 $19,868 Changes in other comprehensive income (loss), net of tax:Net unrealized holding gains (losses) on derivatives272 (510)(520)Actuarial valuation and other pension benefits (expenses), net66 855 451 Translation adjustments and other9 (27)(60)Other comprehensive income (loss)347 318 (129)Total comprehensive income2,022 8,335 19,739 Less: comprehensive income (loss) attributable to non-controlling interests(14)3 — Total comprehensive income attributable to Intel$2,036 $8,332 $19,739 See accompanying notes. Financial StatementsConsolidated Statements of Comprehensive Income75 Financial StatementsConsolidated Statements of Comprehensive Income75 Financial StatementsConsolidated Statements of Comprehensive Income75 75 Table of Contents Table of Contents Consolidated Balance Sheets (In Millions, Except Par Value)Dec 30, 2023Dec 31, 2022AssetsCurrent assets:Cash and cash equivalents$7,079 $11,144 Short-term investments17,955 17,194 Accounts receivable, net3,402 4,133 Inventories11,127 13,224 Other current assets3,706 4,712 Total current assets43,269 50,407 Property, plant, and equipment, net96,647 80,860 Equity investments5,829 5,912 Goodwill27,591 27,591 Identified intangible assets, net4,589 6,018 Other long-term assets13,647 11,315 Total assets$191,572 $182,103 Liabilities and stockholders' equityCurrent liabilities:Short-term debt$2,288 $4,367 Accounts payable8,578 9,595 Accrued compensation and benefits3,655 4,084 Income taxes payable1,107 2,251 Other accrued liabilities12,425 11,858 Total current liabilities28,053 32,155 Debt46,978 37,684 Other long-term liabilities6,576 8,978 Commitments and Contingencies (Note 19)Stockholders' equity:Preferred stock, $0.001 par value, 50 shares authorized; none issued— — Common stock, $0.001 par value, 10,000 shares authorized; 4,228 shares issued and outstanding (4,137 issued and outstanding in 2022) and capital in excess of par value36,649 31,580 Accumulated other comprehensive income (loss)(215)(562)Retained earnings69,156 70,405 Total Intel stockholders' equity105,590 101,423 Non-controlling interests4,375 1,863 Total stockholders' equity109,965 103,286 Total liabilities and stockholders' equity$191,572 $182,103