{ "ticker": "INTC", "company": "Intel Corporation", "filing_type": "10-K", "year_current": "2025", "year_prior": "2024", "summary": { "added": 19, "removed": 4, "modified": 22, "unchanged": 5, "total_current": 46, "total_prior": 31 }, "source": "SEC EDGAR", "url": "https://riskdiff.com/intc/2025-vs-2024/", "markdown_url": "https://riskdiff.com/intc/2025-vs-2024/index.md", "json_url": "https://riskdiff.com/intc/2025-vs-2024/index.json", "generated": "2026-06-01", "ai_summary": null, "risks": [ { "status": "ADDED", "current_title": "Operating income (loss)", "prior_title": null, "current_body": "Financial StatementsNotes to Consolidated Financial Statements70 Financial StatementsNotes to Consolidated Financial Statements70 Financial StatementsNotes to Consolidated Financial Statements70 Notes to Consolidated Financial Statements 70 Table of Contents Table of Contents Corporate Unallocated Expenses Corporate unallocated expenses include certain operating and non-operating costs not allocated to specific operating segments. The nature of these expenses may vary, but primarily consist of restructuring and other charges, share-based compensation, certain impairment charges, and certain acquisition-related costs. (In Millions)Dec 28, 2024Cost of SalesOperating ExpensesTotalAcquisition-related costs$879 $165 $1,044 Share-based compensation875 2,535 3,410 Restructuring and other charges1— 6,970 6,970 Other165 (371)(206)Total corporate unallocated expenses$1,919 $9,299 $11,218" }, { "status": "ADDED", "current_title": "Operating Expenses", "prior_title": null, "current_body": "Total Restructuring and other charges1 (In Millions)Dec 30, 2023Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,235 $172 $1,407 Share-based compensation705 2,524 3,229 Restructuring and other charges1— (62)(62)Other196 395 591 Total corporate unallocated expenses$2,136 $3,029 $5,165" }, { "status": "ADDED", "current_title": "(In Millions)", "prior_title": null, "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633" }, { "status": "ADDED", "current_title": "Years Ended", "prior_title": null, "current_body": "IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$— $2,359 $1,838 $178 $4,375 Partner contributions— 1,702 — — 1,702 Partner distributions(43)— — — (43)Changes in equity of non-controlling interest holders — — 205 — 205 Net income (loss) attributable to non-controlling interests104 (173)(371)(37)(477)Non-controlling interests as of Dec 28, 2024$61 $3,888 $1,672 $141 $5,762 IMS Nano Total" }, { "status": "ADDED", "current_title": "Non-controlling interests as of Dec 30, 2023", "prior_title": null, "current_body": "Partner contributions Partner distributions Changes in equity of non-controlling interest holders Net income (loss) attributable to non-controlling interests" }, { "status": "ADDED", "current_title": "Non-controlling interests as of Dec 28, 2024", "prior_title": null, "current_body": "(In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 31, 2022$— $874 $989 $— $1,863 Partner contributions— 1,511 — — 1,511 Changes in equity of non-controlling interest holders — — 848 167 1,015 Net income (loss) attributable to non-controlling interests— (26)1 11 (14)Non-controlling interests as of Dec 30, 2023$— $2,359 $1,838 $178 $4,375 IMS Nano Total" }, { "status": "ADDED", "current_title": "Years Ended (In Millions)", "prior_title": null, "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647" }, { "status": "ADDED", "current_title": "Total property, plant, and equipment, net", "prior_title": null, "current_body": "Our depreciable property, plant, and equipment assets are depreciated over the following estimated useful lives: machinery and equipment, 3 to 8 years; and buildings, 10 to 25 years. We invest in and deploy manufacturing assets in response to manufacturing capacity requirements based upon short- and long-term demand forecasts and economic returns relative to capital outlays. We regularly monitor, evaluate, and adjust our manufacturing capacity footprint in response to a number of volatile factors that impact our business, including demand for our products and services and the state of the semiconductor industry as a whole. In connection with the preparation of our Consolidated Financial Statements for the third quarter of 2024, we evaluated our current process technology node capacities relative to projected market demand for our products and services, and concluded that our manufacturing asset portfolio, primarily for our Intel 7 process node, exceeded manufacturing capacity requirements. Upon performing a re-use assessment, we impaired and accelerated depreciation for certain manufacturing assets. In total, we recorded non-cash impairments and accelerated depreciation charges of $2.3 billion and $992 million, respectively, in 2024, substantially all of which were recognized in cost of sales within our Intel Foundry operating segment. cost of sales We also incurred certain other non-cash asset impairment charges of $442 million as a direct result of the 2024 Restructuring Plan (see \"Note 7: Restructuring and Other Charges\" within Notes to Consolidated Financial Statements). These charges were included as a component of \"corporate unallocated expenses\" within the restructuring and other category presented in \"Note 3: Operating Segments\" within Notes to Consolidated Financial Statements. We negotiate extended payment terms of greater than 90 days with certain of our capital vendors, which are reported as financing activities in the Consolidated Statements of Cash Flows when paid. Unpaid amounts related to the acquisition of property, plant, and equipment in 2024 under such extended payment terms, included in accounts payable and other accrued liabilities, totaled $3.2 billion. Property, plant, and equipment, net, by country at the end of each period was as follows: Years Ended (In Millions)Dec 28, 2024Dec 30, 2023United States$72,068 $63,234 Ireland18,152 16,746 Israel10,414 9,290 Other countries7,285 7,377 Total property, plant, and equipment, net$107,919 $96,647" }, { "status": "ADDED", "current_title": "Years Ended (In Millions)", "prior_title": null, "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647" }, { "status": "ADDED", "current_title": "(In Millions)", "prior_title": null, "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633" }, { "status": "ADDED", "current_title": "Balance at Beginning of Year", "prior_title": null, "current_body": "Additions Charged to Expenses/Other Accounts (Deductions) Recoveries, Net" }, { "status": "ADDED", "current_title": "Balance at End of Year", "prior_title": null, "current_body": "Deferred tax assets are included within other long-term assets on the Consolidated Balance Sheets. The $10.9 billion change in valuation allowance from December 30, 2023 to December 28, 2024 is largely attributable to the uncertainty regarding the realizability of the US deferred tax assets. As of December 28, 2024, our federal and non-US net operating loss carryforwards for income tax purposes were $279 million and $2.7 billion, respectively. The majority of the federal and non-US net operating loss carryforwards have no expiration date. The remaining federal and non-US net operating loss carryforwards expire at various dates through 2040. As of December 28, 2024, we have undistributed earnings of certain foreign subsidiaries of approximately $21.0 billion that we have indefinitely invested, and on which we have not recognized deferred taxes. Estimating the amount of potential tax is not practicable because of the complexity and variety of assumptions necessary to compute the tax. Current income taxes receivable of $2.6 billion as of December 28, 2024 ($59 million as of December 30, 2023) are included in other current assets. Financial StatementsNotes to Consolidated Financial Statements80 Financial StatementsNotes to Consolidated Financial Statements80 Financial StatementsNotes to Consolidated Financial Statements80 Notes to Consolidated Financial Statements 80 Table of Contents Table of Contents Long-term income taxes payable of $1.6 billion as of December 28, 2024 ($2.6 billion as of December 30, 2023) are primarily composed of the transition tax from Tax Reform, which is payable over eight years beginning in 2018, as well as amounts for uncertain tax positions, reduced by the associated deduction for state taxes and non-US tax credits. Uncertain Tax Positions Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Dec 31, 2022Beginning gross unrecognized tax benefits$1,124 $1,229 $1,020 Settlements and effective settlements with tax authorities (59)(288)(18)Changes in balances related to tax position taken during prior periods(8)— (120)Changes in balances related to tax position taken during current period73 183347Ending gross unrecognized tax benefits$1,130 $1,124 $1,229" }, { "status": "ADDED", "current_title": "Years Ended (In Millions)", "prior_title": null, "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647" }, { "status": "ADDED", "current_title": "Years Ended (in Millions)", "prior_title": null, "current_body": "Unrealized gains (losses) on marketable equity investments Unrealized gains (losses) on non-marketable equity investments1" }, { "status": "ADDED", "current_title": "Gains (Losses) on Derivatives Recognized in Consolidated Statements of Operations", "prior_title": null, "current_body": "Total Total Total The amounts recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:" }, { "status": "ADDED", "current_title": "(In Millions)", "prior_title": null, "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633" }, { "status": "ADDED", "current_title": "Years Ended", "prior_title": null, "current_body": "IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$— $2,359 $1,838 $178 $4,375 Partner contributions— 1,702 — — 1,702 Partner distributions(43)— — — (43)Changes in equity of non-controlling interest holders — — 205 — 205 Net income (loss) attributable to non-controlling interests104 (173)(371)(37)(477)Non-controlling interests as of Dec 28, 2024$61 $3,888 $1,672 $141 $5,762 IMS Nano Total" }, { "status": "ADDED", "current_title": "Years Ended", "prior_title": null, "current_body": "IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$— $2,359 $1,838 $178 $4,375 Partner contributions— 1,702 — — 1,702 Partner distributions(43)— — — (43)Changes in equity of non-controlling interest holders — — 205 — 205 Net income (loss) attributable to non-controlling interests104 (173)(371)(37)(477)Non-controlling interests as of Dec 28, 2024$61 $3,888 $1,672 $141 $5,762 IMS Nano Total" }, { "status": "ADDED", "current_title": "(In Millions)", "prior_title": null, "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633" }, { "status": "REMOVED", "current_title": null, "prior_title": "Years Ended (In Millions, Except Per Share Amounts)Dec 30, 2023Dec 31, 2022Dec 25, 2021Net income$1,675 $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 Weighted average shares of common stock outstanding—basic4,190 4,108 4,059 Dilutive effect of employee incentive plans22 15 31 Weighted average shares of common stock outstanding—diluted4,212 4,123 4,090 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", "prior_body": "Less: Net income (loss) attributable to non-controlling interests We computed diluted earnings per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period. Potentially dilutive shares of common stock from employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the 2006 ESPP. During 2022, 70 million RSUs and stock options, as calculated on a weighted average basis for the year, were excluded from the computation of diluted earnings per share in the table above because they would have been anti-dilutive. These RSUs and options could potentially be included in the diluted earnings per share calculation in the future if the average market value of the common shares increases above the exercise price. For all other periods presented, securities that would have been anti-dilutive were insignificant and have been excluded from the computation of diluted earnings per share. Note 6 : Other Financial Statement Details Accounts Receivable We sell certain of our accounts receivable on a non-recourse basis to third-party financial institutions. We record these transactions as sales of receivables and present cash proceeds as cash flows provided by operating activities in the Consolidated Statements of Cash Flows. Accounts receivable sold under non-recourse factoring arrangements were $2.0 billion during 2023 and $665 million during 2022. After the sale of our accounts receivable, we expect to collect payment from the customers and remit it to the third-party financial institution. Inventories (In Millions)Dec 30, 2023Dec 31, 2022Raw materials$1,166 $1,517 Work in process6,203 7,565 Finished goods3,758 4,142 Total inventories$11,127 $13,224" }, { "status": "REMOVED", "current_title": null, "prior_title": "(In Millions)", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "REMOVED", "current_title": null, "prior_title": "Total property, plant, and equipment, net", "prior_body": "Our depreciable property, plant, and equipment assets are depreciated over the following estimated useful lives: machinery and equipment, 3 to 8 years; and buildings, 10 to 25 years. Effective January 2023, we increased the estimated useful life of certain production machinery and equipment from 5 to 8 years. When compared to the estimated useful life in place as of the end of 2022, we estimate this change increased gross margin in 2023 by approximately $2.5 billion and decreased R&D expense by approximately $400 million. As of December 30, 2023, we estimate this change decreased ending inventory values by approximately $1.3 billion. These estimates are based on the assets in use and under construction as of the beginning of 2023 and are calculated at that point in time. Net property, plant, and equipment by country at the end of each period was as follows: (In Millions)Dec 30, 2023Dec 31, 2022United States$63,234 $53,681 Ireland16,746 13,179 Israel9,290 7,908 Other countries7,377 6,092 Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "REMOVED", "current_title": null, "prior_title": "Gains (Losses) Recognized in Statement of Income on DerivativesYears Ended (In Millions)Dec 30, 2023Dec 31, 2022Dec 25, 2021Interest rate contracts$198 $(1,551)$(723)Hedged items(198)1,551 723 Total$— $— $—", "prior_body": "Total Total Total The amounts recorded on the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:" }, { "status": "MODIFIED", "current_title": "(In Millions)", "prior_title": "(In Millions)", "similarity_score": 0.913, "confidence": "high", "key_changes": [ "Reworded sentence: \"As of December 28, 2024, 171 million shares of common stock remained available for future grants.\"", "Reworded sentence: \"For PSUs granted in 2024 and 2023, the number of shares of our common stock to be received at vesting at the end of the three-year performance period will range from 0% to 200% of the target grant amount.\"", "Reworded sentence: \"For 2024 PSUs, overall payout will be capped at the target grant amount if our absolute TSR is negative; additionally, the combined modifiers applied to the payout are capped at +/-25%.\"", "Reworded sentence: \"Financial StatementsNotes to Consolidated Financial Statements94 Financial StatementsNotes to Consolidated Financial Statements94 Financial StatementsNotes to Consolidated Financial Statements94 Notes to Consolidated Financial Statements 94 Table of Contents Table of Contents Share-Based Compensation Share-based compensation recognized in 2024 was $3.4 billion ($3.2 billion in 2023 and $3.1 billion in 2022).\"", "Reworded sentence: \"Restricted Stock Units and Performance Stock Units Weighted average assumptions used in estimating grant values were as follows: Years EndedDec 28, 2024Dec 30, 2023Dec 31, 2022Estimated values$39.51 $28.92 $41.12 Risk-free interest rate4.7 %4.7 %2.2 %Dividend yield1.2 %1.6 %3.4 %Volatility36 %36 %40 %\"" ], "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "MODIFIED", "current_title": "Current Title", "prior_title": "Current Title", "similarity_score": 0.898, "confidence": "high", "key_changes": [ "Reworded sentence: \"Johnston Holthaus has been Interim Co-Chief Executive Officer of Intel and Chief Executive Officer of Intel Products since December 2024.\"", "Added sentence: \"Interim Co-Chief Executive Officer and Chief Executive Officer of Intel Products Justin Hotard Mr.\"", "Added sentence: \"Hotard has been Executive Vice President and General Manager of the Data Center and AI Group (DCAI) since February 2024.\"", "Added sentence: \"In this capacity, he directs the strategic vision and operational management of Intel's data center portfolio, while also playing a crucial role in the company's focus on AI systems.\"", "Added sentence: \"Prior to joining Intel in February 2024, Mr.\"" ], "current_body": "Ms. Johnston Holthaus has been Interim Co-Chief Executive Officer of Intel and Chief Executive Officer of Intel Products since December 2024. As CEO of Intel Products, she is responsible for a group that encompasses the company’s Client Computing Group (CCG), Data Center and AI Group and Network and Edge Group. From April 2022 to December 2024, in her prior role as Executive Vice President and General Manager of the Client Computing Group, she was 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. Additionally, 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. Interim Co-Chief Executive Officer and Chief Executive Officer of Intel Products Justin Hotard Mr. Hotard has been Executive Vice President and General Manager of the Data Center and AI Group (DCAI) since February 2024. In this capacity, he directs the strategic vision and operational management of Intel's data center portfolio, while also playing a crucial role in the company's focus on AI systems. Prior to joining Intel in February 2024, Mr. Hotard served as Executive Vice President and General Manager of High-Performance Computing, AI, and Labs at Hewlett Packard Enterprise (HPE) from March 2021 through January 2024. In this role, he led the organization that provided AI capabilities to HPE's customers and oversaw the team that delivered the world's first exascale supercomputer, Frontier. He also directed Hewlett Packard Labs, the company's central applied research group. Prior to that, he served in various senior leadership roles at HPE since 2015, including Senior Vice President, Corporate Transformation from September 2020 through March 2021 and Senior Vice President and President of HPE Japan from October 2019 through September 2020. Before his tenure at HPE, Mr. Hotard served in executive roles at NCR and held operating positions at Symbol Technologies and Motorola. Executive Vice President and General Manager, Data Center and AI Group 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 manufacturer of powertrain solutions for commercial vehicles, later acquired by Cummins Inc. Ms. Miller Boise has more than 30 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 and Chief Legal Officer 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. Mr. Schell is a member of the Board of Directors of Mobileye Global, Inc. Executive Vice President, Chief Commercial Officer and General Manager, Sales, Marketing and Communications Group Table of Contents Table of Contents Frank D. Yeary61Mr. Yeary has been Interim Executive Chair of Intel's Board of Directors since December 2024. He joined the Board in March 2009 and was named Chair of the Board in January 2023. He is Managing Member at Darwin Capital Advisors LLC, a private investment firm, and was Executive Chairman of CamberView Partners LLC, a corporate advisory firm, until 2018. Prior to this time, Mr. Yeary was Vice Chancellor of the University of California, Berkeley, and before that he spent 25 years in the finance industry, including as Global Head of Mergers and Acquisitions and as a Member of the Management Committee at Citigroup Investment Banking. Mr. Yeary also serves on the Board of Directors of PayPal Holdings and Intel's subsidiary Mobileye Global Inc., an autonomous driving technology company.Interim Executive Chair of the BoardDavid Zinsner56Mr. Zinsner has been Interim Co-Chief Executive Officer of Intel since December 2024. He has also 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.Interim Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer Mr. Yeary has been Interim Executive Chair of Intel's Board of Directors since December 2024. He joined the Board in March 2009 and was named Chair of the Board in January 2023. He is Managing Member at Darwin Capital Advisors LLC, a private investment firm, and was Executive Chairman of CamberView Partners LLC, a corporate advisory firm, until 2018. Prior to this time, Mr. Yeary was Vice Chancellor of the University of California, Berkeley, and before that he spent 25 years in the finance industry, including as Global Head of Mergers and Acquisitions and as a Member of the Management Committee at Citigroup Investment Banking. Mr. Yeary also serves on the Board of Directors of PayPal Holdings and Intel's subsidiary Mobileye Global Inc., an autonomous driving technology company. Interim Executive Chair of the Board Mr. Zinsner has been Interim Co-Chief Executive Officer of Intel since December 2024. He has also 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. Interim Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer 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 Russian 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)54Consolidated Statements of Operations57Consolidated Statements of Comprehensive Income (Loss)58Consolidated Balance Sheets59Consolidated Statements of Cash Flows60Consolidated Statements of Stockholders' Equity61Notes to Consolidated Financial Statements62BasisNote 1: Basis of Presentation62Note 2: Accounting Policies62Performance and OperationsNote 3: Operating Segments68Note 4: Non-Controlling Interests72Note 5: Earnings (Loss) Per Share74Note 6: Other Financial Statement Details74Note 7: Restructuring and Other Charges77Note 8: Income Taxes78Investments, Long-Term Assets, and DebtNote 9: Investments81Note 10: Acquisitions and Divestitures82Note 11: Goodwill83Note 12: Identified Intangible Assets84Note 13: Borrowings84Note 14: Fair Value87Risk Management and OtherNote 15: Other Comprehensive Income (Loss)88Note 16: Derivative Financial Instruments88Note 17: Retirement Benefit Plans91Note 18: Employee Equity Incentive Plans94Note 19: Commitments and Contingencies96Key Terms100Index to Supplemental DetailsControls and Procedures102Exhibits103Form 10-K Cross-Reference Index108 (PCAOB ID: 42) 54 Consolidated Statements of Operations 57 Consolidated Statements of Comprehensive Income (Loss) 58 59 60 61 62 62 62 68 72 74 74 77 78 81 82 83 84 84 87 88 88 91 94 96 100 102 103 108 53 53 53 53 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 28, 2024 and December 30, 2023, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity for each of the three years in the period ended December 28, 2024, 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 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024, 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 28, 2024, 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 31, 2025 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 Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Auditor's Reports54 Auditor's Reports54 Auditor's Reports54 54 Table of Contents Table of Contents Inventory ValuationDescription of the MatterThe Company's net inventory totaled $12.2 billion as of December 28, 2024, representing 6.2% 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 the design and tested 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.Goodwill Impairment Assessment – Mobileye Reporting UnitDescription of the MatterAt December 28, 2024, the balance of the Company’s goodwill was $24.7 billion. The goodwill attributed to the Mobileye reporting unit was $8.3 billion and represented 4.2% of total assets. As discussed in “Note 2: Accounting Policies” within the consolidated financial statements, goodwill is assessed at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. The assessment may include both qualitative and quantitative evaluations. If it is determined, based on the qualitative assessment, that it is more likely than not that the fair value of the unit is less than its carrying amount, a quantitative goodwill impairment test is performed. As discussed in “Note 11: Goodwill” to the consolidated financial statements, the Company identified certain impairment indicators in the three months ended September 28, 2024 that required an interim goodwill impairment test. As a result of this assessment, the Company recorded an impairment loss of $2.6 billion related to the Mobileye reporting unit. Auditing the Company’s Mobileye goodwill impairment evaluation was complex and judgmental due to the significant estimation required in determining the fair value using the income approach. Determining fair value involved assumptions with forward-looking elements that can be affected by future economic and market conditions. In particular, the fair value estimate was sensitive to significant assumptions such as revenue terminal growth rate and the weighted average cost of capital.How We Addressed the Matter in Our AuditWe evaluated the design and tested operating effectiveness of the Company’s internal controls over the Mobileye reporting unit goodwill impairment review process, including controls over management’s review of the valuation model and the significant assumptions mentioned above.Our audit procedures included, among others, assessing the suitability and application of the valuation methodology and evaluating the significant assumptions (e.g., revenue terminal growth rate and the weighted average cost of capital) and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, market information, and other relevant factors. We performed sensitivity analyses of significant assumptions to determine what changes in assumptions are particularly sensitive when assessing the likelihood of impairment, or when calculating the amount of the impairment. We assessed the historical accuracy of management’s estimates. In addition, we involved a valuation specialist to assist in the evaluation of the methodology used by the Company and certain significant assumptions. The Company's net inventory totaled $12.2 billion as of December 28, 2024, representing 6.2% 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 the design and tested 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. Goodwill Impairment Assessment – Mobileye Reporting Unit Description of the Matter At December 28, 2024, the balance of the Company’s goodwill was $24.7 billion. The goodwill attributed to the Mobileye reporting unit was $8.3 billion and represented 4.2% of total assets. As discussed in “Note 2: Accounting Policies” within the consolidated financial statements, goodwill is assessed at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. The assessment may include both qualitative and quantitative evaluations. If it is determined, based on the qualitative assessment, that it is more likely than not that the fair value of the unit is less than its carrying amount, a quantitative goodwill impairment test is performed. As discussed in “Note 11: Goodwill” to the consolidated financial statements, the Company identified certain impairment indicators in the three months ended September 28, 2024 that required an interim goodwill impairment test. As a result of this assessment, the Company recorded an impairment loss of $2.6 billion related to the Mobileye reporting unit. Auditing the Company’s Mobileye goodwill impairment evaluation was complex and judgmental due to the significant estimation required in determining the fair value using the income approach. Determining fair value involved assumptions with forward-looking elements that can be affected by future economic and market conditions. In particular, the fair value estimate was sensitive to significant assumptions such as revenue terminal growth rate and the weighted average cost of capital. How We Addressed the Matter in Our Audit We evaluated the design and tested operating effectiveness of the Company’s internal controls over the Mobileye reporting unit goodwill impairment review process, including controls over management’s review of the valuation model and the significant assumptions mentioned above. Our audit procedures included, among others, assessing the suitability and application of the valuation methodology and evaluating the significant assumptions (e.g., revenue terminal growth rate and the weighted average cost of capital) and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, market information, and other relevant factors. We performed sensitivity analyses of significant assumptions to determine what changes in assumptions are particularly sensitive when assessing the likelihood of impairment, or when calculating the amount of the impairment. We assessed the historical accuracy of management’s estimates. In addition, we involved a valuation specialist to assist in the evaluation of the methodology used by the Company and certain significant assumptions. /s/ Ernst & Young LLP We have served as the Company's auditor since 1968. San Jose, California January 31, 2025 Auditor's Reports55 Auditor's Reports55 Auditor's Reports55 55 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 28, 2024, 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 28, 2024, 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 2024 consolidated financial statements of the Company and our report dated January 31, 2025 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 U.S. 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 31, 2025 Auditor's Reports56 Auditor's Reports56 Auditor's Reports56 56 Table of Contents Table of Contents Consolidated Statements of Operations Consolidated Statements of Operations Years Ended (In Millions, Except Per Share Amounts)Dec 28, 2024Dec 30, 2023Dec 31, 2022Net revenue$53,101 $54,228 $63,054 Cost of sales35,756 32,517 36,188 Gross margin17,345 21,711 26,866 Research and development16,546 16,046 17,528 Marketing, general, and administrative5,507 5,634 7,002 Restructuring and other charges6,970 (62)2 Operating expenses29,023 21,618 24,532 Operating income (loss)(11,678)93 2,334 Gains (losses) on equity investments, net242 40 4,268 Interest and other, net226 629 1,166 Income (loss) before taxes(11,210)762 7,768 Provision for (benefit from) taxes8,023 (913)(249)Net income (loss)(19,233)1,675 8,017 Less: net income (loss) attributable to non-controlling interests(477)(14)3 Net income (loss) attributable to Intel$(18,756)$1,689 $8,014 Earnings (loss) per share attributable to Intel—basic$(4.38)$0.40 $1.95 Earnings (loss) per share attributable to Intel—diluted$(4.38)$0.40 $1.94 Weighted average shares of common stock outstanding:Basic4,280 4,190 4,108 Diluted4,280 4,212 4,123 Marketing, general, and administrative See accompanying notes. Financial StatementsConsolidated Statements of Operations57 Financial StatementsConsolidated Statements of Operations57 Financial StatementsConsolidated Statements of Operations57 Consolidated Statements of Operations 57 Table of Contents Table of Contents Consolidated Statements of Comprehensive Income (Loss) Consolidated Statements of Comprehensive Income (Loss) Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Dec 31, 2022Net income (loss)$(19,233)$1,675 $8,017 Changes in other comprehensive income (loss), net of tax:Net unrealized holding gains (losses) on derivatives(555)272 (510)Actuarial valuation and other pension benefits (expenses), net60 66 855 Translation adjustments and other(1)9 (27)Other comprehensive income (loss)(496)347 318 Total comprehensive income (loss)(19,729)2,022 8,335 Less: comprehensive income (loss) attributable to non-controlling interests(477)(14)3 Total comprehensive income (loss) attributable to Intel$(19,252)$2,036 $8,332 See accompanying notes. Financial StatementsConsolidated Statements of Comprehensive Income (Loss)58 Financial StatementsConsolidated Statements of Comprehensive Income (Loss)58 Financial StatementsConsolidated Statements of Comprehensive Income (Loss)58 Consolidated Statements of Comprehensive Income (Loss) 58 Table of Contents Table of Contents Consolidated Balance Sheets (In Millions, Except Par Value)Dec 28, 2024Dec 30, 2023AssetsCurrent assets:Cash and cash equivalents$8,249 $7,079 Short-term investments13,813 17,955 Accounts receivable, net3,478 3,402 Inventories12,198 11,127 Other current assets9,586 3,706 Total current assets47,324 43,269 Property, plant, and equipment, net107,919 96,647 Equity investments5,383 5,829 Goodwill24,693 27,591 Identified intangible assets, net3,691 4,589 Other long-term assets7,475 13,647 Total assets$196,485 $191,572 Liabilities and stockholders' equityCurrent liabilities:Accounts payable$12,556 $8,578 Accrued compensation and benefits3,343 3,655 Short-term debt3,729 2,288 Income taxes payable1,756 1,107 Other accrued liabilities14,282 12,425 Total current liabilities35,666 28,053 Debt46,282 46,978 Other long-term liabilities9,505 6,576 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; 4,330 shares issued and outstanding (4,228 issued and outstanding in 2023) and capital in excess of par value50,949 36,649 Accumulated other comprehensive income (loss)(711)(215)Retained earnings49,032 69,156 Total Intel stockholders' equity99,270 105,590 Non-controlling interests5,762 4,375 Total stockholders' equity105,032 109,965 Total liabilities and stockholders' equity$196,485 $191,572", "prior_body": "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" }, { "status": "MODIFIED", "current_title": "(In Millions)20252026202720282029ThereafterTotalFuture amortization expenses$998 $858 $655 $431 $252 $493 $3,687", "prior_title": "(In Millions)20242025202620272028ThereafterTotalFuture amortization expenses$1,360 $948 $742 $552 $339 $643 $4,584", "similarity_score": 0.86, "confidence": "high", "key_changes": [ "Reworded sentence: \"Note 13 : Borrowings Short-Term Debt Short-term debt, which primarily includes the current portion of long-term debt, was $3.7 billion as of December 28, 2024, and $2.3 billion as of December 30, 2023.\"", "Reworded sentence: \"As of December 28, 2024 and December 30, 2023, we had no commercial paper outstanding.\"" ], "current_body": "Note 13 : Borrowings Short-Term Debt Short-term debt, which primarily includes the current portion of long-term debt, was $3.7 billion as of December 28, 2024, and $2.3 billion as of December 30, 2023. The current portion of long-term debt includes debt classified as short-term based on time remaining until maturity. We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program. As of December 28, 2024 and December 30, 2023, we had no commercial paper outstanding. Financial StatementsNotes to Consolidated Financial Statements84 Financial StatementsNotes to Consolidated Financial Statements84 Financial StatementsNotes to Consolidated Financial Statements84 Notes to Consolidated Financial Statements 84 Table of Contents Table of Contents Long-Term Debt Dec 28, 2024Dec 30, 2023($ In Millions)Effective Interest RateAmountAmountFixed-rate senior notes:2.88%, due May 2024—%$— $1,250 2.70%, due June 2024—%— 600 3.40%, due March 20253.44%1,500 1,500 3.70%, due July 20257.49%2,250 2,250 4.88%, due February 20264.93%1,500 1,500 2.60%, due May 20265.97%1,000 1,000 3.75%, due March 20273.78%1,000 1,000 3.15%, due May 20276.54%1,000 1,000 3.75%, due August 20273.81%1,250 1,250 4.88%, due February 20284.92%1,750 1,750 1.60%, due August 20281.67%1,000 1,000 4.00%, due August 20294.05%850 850 2.45%, due November 20292.38%2,000 2,000 5.13%, due February 20305.14%1,250 1,250 3.90%, due March 20303.91%1,500 1,500 5.00%, due February 20314.99%500 — 2.00%, due August 20312.02%1,250 1,250 4.15%, due August 20324.17%1,250 1,250 4.00%, due December 20326.59%750 750 5.20%, due February 20335.23%2,250 2,250 5.15%, due February 20345.20%900 — 4.60%, due March 20404.59%750 750 2.80%, due August 20412.81%750 750 4.80%, due October 20417.33%802 802 4.25%, due December 20426.70%567 567 5.63%, due February 20435.61%1,000 1,000 4.90%, due July 20457.46%772 772 4.10%, due May 20466.74%1,250 1,250 4.10%, due May 20476.70%1,000 1,000 4.10%, due August 20476.27%640 640 3.73%, due December 2047 7.11%1,967 1,967 3.25%, due November 20493.19%2,000 2,000 4.75%, due March 20504.73%2,250 2,250 3.05%, due August 20513.05%1,250 1,250 4.90%, due August 20524.89%1,750 1,750 5.70%, due February 20535.68%2,000 2,000 5.60%, due February 20545.61%1,150 — 3.10%, due February 20603.10%1,000 1,000 4.95%, due March 20604.98%1,000 1,000 3.20%, due August 20613.20%750 750 5.05%, due August 20625.03%900 900 5.90%, due February 20635.88%1,250 1,250", "prior_body": "Note 13 : Borrowings Short-Term Debt As of December 30, 2023, short-term debt was $2.3 billion, composed of the current portion of long-term debt. As of December 31, 2022, short-term debt was $4.4 billion, composed of $423 million of the current portion of long-term debt and $3.9 billion of commercial paper. The current portion of long-term debt includes debt classified as short-term based on time remaining until maturity. We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program. As of December 30, 2023 we had no commercial paper outstanding ($3.9 billion as of December 31, 2022). Financial StatementsNotes to Consolidated Financial Statements96 Financial StatementsNotes to Consolidated Financial Statements96 Financial StatementsNotes to Consolidated Financial Statements96 Notes to Consolidated Financial Statements 96 Table of Contents Table of Contents Long-Term Debt Dec 30, 2023Dec 31, 2022(In Millions)Effective Interest RateAmountAmountFixed-rate senior notes:2.88%, due May 20242.32%$1,250 $1,250 2.70%, due June 20242.14%600 600 3.40%, due March 20253.45%1,500 1,500 3.70%, due July 20257.29%2,250 2,250 4.88%, due February 20264.96%1,500 — 2.60%, due May 20265.79%1,000 1,000 3.75%, due March 20273.79%1,000 1,000 3.15%, due May 20276.35%1,000 1,000 3.75%, due August 20273.82%1,250 1,250 4.88%, due February 20284.94%1,750 — 1.60%, due August 20281.67%1,000 1,000 4.00%, due August 20294.06%850 850 2.45%, due November 20292.39%2,000 2,000 5.13%, due February 20305.17%1,250 — 3.90%, due March 20303.93%1,500 1,500 2.00%, due August 20312.03%1,250 1,250 4.15%, due August 20324.18%1,250 1,250 4.00%, due December 20327.21%750 750 5.20%, due February 20335.25%2,250 — 4.60%, due March 20404.61%750 750 2.80%, due August 20412.81%750 750 4.80%, due October 20417.16%802 802 4.25%, due December 20427.45%567 567 5.63%, due February 20435.64%1,000 — 4.90%, due July 20457.29%772 772 4.10%, due May 20466.58%1,250 1,250 4.10%, due May 20476.53%1,000 1,000 4.10%, due August 20476.09%640 640 3.73%, due December 2047 6.99%1,967 1,967 3.25%, due November 20493.20%2,000 2,000 4.75%, due March 20504.74%2,250 2,250 3.05%, due August 20513.06%1,250 1,250 4.90%, due August 20524.90%1,750 1,750 5.70%, due February 20535.71%2,000 — 3.10%, due February 20603.11%1,000 1,000 4.95%, due March 20604.99%1,000 1,000 3.20%, due August 20613.21%750 750 5.05%, due August 20625.05%900 900 5.90%, due February 20635.91%1,250 —" }, { "status": "MODIFIED", "current_title": "Liabilities2", "prior_title": "Liabilities2", "similarity_score": 0.854, "confidence": "high", "key_changes": [ "Reworded sentence: \"Foreign currency contracts3 Foreign currency contracts3 Other4 1Derivative assets are recorded as other assets, current and long-term.\"", "Reworded sentence: \"4Embedded derivative related to our Ireland SCIP arrangement.\"", "Reworded sentence: \"Amounts excluded from effectiveness testing were $205 million net losses in 2024 ($221 million net losses in 2023 and $117 million net losses in 2022).\"" ], "current_body": "Foreign currency contracts3 Foreign currency contracts3 Other4 1Derivative assets are recorded as other assets, current and long-term. 2Derivative liabilities are recorded as other liabilities, current and long-term. 3A substantial majority of these instruments mature within 12 months. 4Embedded derivative related to our Ireland SCIP arrangement. Amounts Offset in the Consolidated Balance Sheets Agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows: December 28, 2024Gross Amounts Not Offset in the Balance Sheet(In Millions)Gross Amounts RecognizedGross Amounts Offset in the Balance SheetNet Amounts Presented in the Balance SheetFinancial InstrumentsCash and Non-Cash Collateral Received or PledgedNet AmountAssets:Derivative assets subject to master netting arrangements$948 $— $948 $(269)$(679)$— Reverse repurchase agreements2,654 — 2,654 — (2,654)— Total assets$3,602 $— $3,602 $(269)$(3,333)$— Liabilities:Derivative liabilities subject to master netting arrangements1,084 — 1,084 (269)(745)70 Total liabilities$1,084 $— $1,084 $(269)$(745)$70 Financial StatementsNotes to Consolidated Financial Statements89 Financial StatementsNotes to Consolidated Financial Statements89 Financial StatementsNotes to Consolidated Financial Statements89 Notes to Consolidated Financial Statements 89 Table of Contents Table of Contents December 30, 2023Gross Amounts Not Offset in the Balance Sheet(In Millions)Gross Amounts RecognizedGross Amounts Offset in the Balance SheetNet Amounts Presented in the Balance SheetFinancial InstrumentsCash and Non-Cash Collateral Received or PledgedNet AmountAssets:Derivative assets subject to master netting arrangements$1,047 $— $1,047 $(617)$(430)$— Reverse repurchase agreements2,554 — 2,554 — (2,554)— Total assets$3,601 $— $3,601 $(617)$(2,984)$— Liabilities:Derivative liabilities subject to master netting arrangements1,111 — 1,111 (617)(399)95 Total liabilities$1,111 $— $1,111 $(617)$(399)$95 We obtain and secure available collateral from counterparties against obligations, including securities lending transactions and reverse repurchase agreements, when we deem it appropriate. Derivatives in Cash Flow Hedging Relationships The before-tax net gains or losses attributed to the effective portion of cash flow hedges recognized in other comprehensive income (loss) were $652 million net losses in 2024 ($3 million net gains in 2023 and $910 million net losses in 2022). Substantially all of our cash flow hedges are foreign currency contracts for all periods presented. Amounts excluded from effectiveness testing were $205 million net losses in 2024 ($221 million net losses in 2023 and $117 million net losses in 2022). For information on the unrealized holding gains (losses) on derivatives reclassified out of accumulated other comprehensive income (loss) into the Consolidated Statements of Operations, see \"Note 15: Other Comprehensive Income (Loss)\" within Notes to Consolidated Financial Statements. Derivatives in Fair Value Hedging Relationships The effects of derivative instruments designated as fair value hedges, recognized in interest and other, net for each period were as follows:", "prior_body": "Foreign currency contracts3 Foreign currency contracts3 1Derivative assets are recorded as other assets, current and long-term. 2Derivative liabilities are recorded as other liabilities, current and long-term. 3A substantial majority of these instruments mature within 12 months. Amounts Offset in the Consolidated Balance Sheets Agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows: December 30, 2023Gross Amounts Not Offset in the Balance Sheet(In Millions)Gross Amounts RecognizedGross Amounts Offset in the Balance SheetNet Amounts Presented in the Balance SheetFinancial InstrumentsCash and Non-Cash Collateral Received or PledgedNet AmountAssets:Derivative assets subject to master netting arrangements$1,047 $— $1,047 $(617)$(430)$— Reverse repurchase agreements2,554 — 2,554 — (2,554)— Total assets3,601 — 3,601 (617)(2,984)— Liabilities:Derivative liabilities subject to master netting arrangements1,111 — 1,111 (617)(399)95 Total liabilities$1,111 $— $1,111 $(617)$(399)$95 Financial StatementsNotes to Consolidated Financial Statements101 Financial StatementsNotes to Consolidated Financial Statements101 Financial StatementsNotes to Consolidated Financial Statements101 Notes to Consolidated Financial Statements 101 Table of Contents Table of Contents December 31, 2022Gross Amounts Not Offset in the Balance Sheet(In Millions)Gross Amounts RecognizedGross Amounts Offset in the Balance SheetNet Amounts Presented in the Balance SheetFinancial InstrumentsCash and Non-Cash Collateral Received or PledgedNet AmountAssets:Derivative assets subject to master netting arrangements$1,231 $— $1,231 $(546)$(682)$3 Reverse repurchase agreements1,701 — 1,701 — (1,701)— Total assets2,932 — 2,932 (546)(2,383)3 Liabilities:Derivative liabilities subject to master netting arrangements1,337 — 1,337 (546)(712)79 Total liabilities$1,337 $— $1,337 $(546)$(712)$79 We obtain and secure available collateral from counterparties against obligations, including securities lending transactions and reverse repurchase agreements, when we deem it appropriate. Derivatives in Cash Flow Hedging Relationships The before-tax net gains or losses attributed to the effective portion of cash flow hedges recognized in other comprehensive income (loss) were $3 million net gains in 2023 ($910 million net losses in 2022 and $434 million net losses in 2021). Substantially all of our cash flow hedges are foreign currency contracts for all periods presented. Amounts excluded from effectiveness testing were $221 million net losses in 2023 ($117 million net losses in 2022 and $19 million net losses in 2021). For information on the unrealized holding gains (losses) on derivatives reclassified out of accumulated other comprehensive income (loss) into the Consolidated Statements of Income, see \"Note 15: Other Comprehensive Income (Loss)\" within the Notes to Consolidated Financial Statements. Derivatives in Fair Value Hedging Relationships The effects of derivative instruments designated as fair value hedges, recognized in interest and other, net for each period were as follows:" }, { "status": "MODIFIED", "current_title": "(In Millions)", "prior_title": "(In Millions)", "similarity_score": 0.835, "confidence": "high", "key_changes": [ "Reworded sentence: \"Level 1 Level 2 Level 3 Financial institution instruments1 Financial institution instruments1 Government debt2 Derivative assets Derivative assets Derivative assets Derivative assets Derivative liabilities Derivative liabilities Derivative liabilities3 Derivative liabilities3 Derivative liabilities 3 1.Level 1 investments consist of money market funds.\"", "Reworded sentence: \"The aggregate carrying value of grants receivable as of December 28, 2024 was $1.7 billion (the aggregate carrying value of grants receivable as of December 30, 2023 was $559 million).\"", "Reworded sentence: \"The fair value of these instruments was $43.5 billion as of December 28, 2024 ($47.6 billion as of December 30, 2023).\"" ], "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "MODIFIED", "current_title": "Exhibit Description", "prior_title": "Exhibit Description", "similarity_score": 0.823, "confidence": "high", "key_changes": [ "Reworded sentence: \"Form Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee 8-K 000-06217 Description of Intel Securities Registered under Section 12 of the Exchange Act 10.1† Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023 10.1.2† Intel Corporation Form of Notice of Grant - Restricted Stock Units 10.1.3† Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019) 10.1.4† Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019) 10.1.5† Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019) Supplemental Details105 Supplemental Details105 Supplemental Details105 105 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate10.1.6†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019)10-Q000-0621710.14/24/202010.1.7†Intel Corporation Form of Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted to non-employee directors on or after May 12, 2022)10-Q000-621710.3 10/28/202210.2†Intel Corporation Executive Annual Performance Bonus Plan, effective as of January 1, 20208-K000-0621710.1 1/22/202010.3†Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective January 1, 202010-Q000-0621710.34/24/202010.4†First Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 202010-Q000-0621710.1 7/29/202210.5†Second Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 202310-K000-621810.5 1/27/202310.6†Intel Corporation 2006 Employee Stock Purchase Plan, as amended and restated, effective November 19, 2024X10.7†Intel Corporation 2006 Deferral Plan for Outside Directors, effective November 15, 200610-K000-0621710.41 2/26/200710.8†Form of Indemnification Agreement with Directors and Executive Officers10-K000-0621710.15 2/22/200510.9†Form of Indemnification Agreement with Directors and Executive Officers (for Directors and Executive Officers who joined Intel after July 1, 2016)10-Q000-0621710.2 10/31/201610.10Settlement Agreement Between Advanced Micro Devices, Inc.\"" ], "current_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 2.2^ Direct Funding Agreement between Intel Corporation and U.S. Department of Commerce dated November 25, 2024 X Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Supplemental Details104 Supplemental Details104 Supplemental Details104 104 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.11Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee10-K000-062174.2.132/16/20184.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/21/20244.20Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/2019 Exhibit Number", "prior_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Supplemental Details117 Supplemental Details117 Supplemental Details117 117 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/201910.1.6†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019)10-Q000-0621710.14/24/202010.1.7†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for strategic growth performance-based RSUs granted to executives on or after February 1, 2019)10-Q000-0621710.6 4/26/2019 Exhibit Number" }, { "status": "MODIFIED", "current_title": "Effective Interest Rate", "prior_title": "Effective Interest Rate", "similarity_score": 0.764, "confidence": "high", "key_changes": [ "Reworded sentence: \"Oregon and Arizona bonds1: Current portion of long-term debt2 1 These bonds may be remarketed or tendered on a periodic basis and will be classified within the current portion of long-term debt in the 12 months before remarketing or tendering.\"", "Reworded sentence: \"Oregon and Arizona Bonds In 2024, we remarketed $438 million aggregate principal amount of bonds issued by the Industrial Development Authority of the City of Chandler, Arizona.\"", "Reworded sentence: \"Revolving Credit Facilities In 2024, we expanded both our 5-year $5.0 billion revolving credit facility agreement and our 364-day $5.0 billion credit facility agreement, to $7.0 billion and $8.0 billion, respectively, and the maturity dates were extended by one year to February 2029 and January 2025, respectively.\"" ], "current_body": "5.00%, due February 2031 5.60%, due February 2054 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Notes to Consolidated Financial Statements 85 Table of Contents Table of Contents Dec 28, 2024Dec 30, 2023($ In Millions)Effective Interest RateAmountAmountOregon and Arizona bonds1:3.80% - 4.10%, due December 2035 - 20403.87%423 423 5.00%, due September 20423.63%131 131 5.00%, due June 2049—%— 438 4.00%, due June 20493.99%438 — 5.00%, due September 20524.24%445 445 Total senior notes and other borrowings50,985 50,285 Unamortized premium/discount, issuance costs and other(392)(445)Hedge accounting fair value adjustments(582)(574)Long-term debt50,011 49,266 Current portion of long-term debt2(3,729)(2,288)Total long-term debt$46,282 $46,978", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements97 Financial StatementsNotes to Consolidated Financial Statements97 Financial StatementsNotes to Consolidated Financial Statements97 Notes to Consolidated Financial Statements 97 Table of Contents Table of Contents Dec 30, 2023Dec 31, 2022(In Millions)Effective Interest RateAmountAmountOregon and Arizona bonds1:2.40% - 2.70%, due December 2035 - 2040—%— 423 3.80% - 4.10%, due December 2035 - 20403.89%423 — 5.00%, due September 20423.64%131 131 5.00%, due June 20492.15%438 438 5.00%, due September 20524.26%445 445 Total senior notes and other borrowings50,285 39,285 Unamortized premium/discount and issuance costs(445)(417)Hedge accounting fair value adjustments(574)(761)Long-term debt49,266 38,107 Current portion of long-term debt(2,288)(423)Total long-term debt$46,978 $37,684" }, { "status": "MODIFIED", "current_title": "Years Ended", "prior_title": "Years Ended", "similarity_score": 0.747, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Expected provision (benefit) at statutory federal income tax rate Federal valuation allowance Goodwill impairment Share-based compensation Foreign derived intangible income benefit Restructuring of certain non-US subsidiaries Non-deductibility of European Commission fine Our effective tax rate increased in 2024 compared to 2023, primarily driven by the effects associated with the establishment of a valuation allowance against our US federal deferred tax assets in 2024.\"", "Reworded sentence: \"We have conditional reduced tax rates that expire at various dates through 2056, and we expect to apply for renewals upon expiration, if available.\"" ], "current_body": "IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$— $2,359 $1,838 $178 $4,375 Partner contributions— 1,702 — — 1,702 Partner distributions(43)— — — (43)Changes in equity of non-controlling interest holders — — 205 — 205 Net income (loss) attributable to non-controlling interests104 (173)(371)(37)(477)Non-controlling interests as of Dec 28, 2024$61 $3,888 $1,672 $141 $5,762 IMS Nano Total", "prior_body": "Foreign derived intangible income benefit Restructuring of certain non-US subsidiaries Share-based compensation Non-deductibility of European Commission fine Our effective tax rate decreased in 2023 compared to 2022, primarily driven by our R&D tax credits, which provide a tax benefit based on our eligible R&D spending and are not dependent on lower income before taxes, and a higher proportion of our income being taxed in non-US jurisdictions. Our effective tax rate decreased in 2022 compared to 2021, primarily driven by a higher proportion of our income being taxed in non-US jurisdictions and a change in tax law from 2017 Tax Reform related to the capitalization of R&D expenses that went into effect in January 2022. We derive the effective tax rate benefit attributed to non-US income taxed at different rates primarily from our operations in Hong Kong, Ireland, Israel, and Malaysia. The statutory tax rates in these jurisdictions range from 12.5% to 24.0%. We are subject to reduced tax rates in Israel and Malaysia as long as we conduct certain eligible activities and make certain capital investments. We have conditional reduced tax rates that expire at various dates through 2056, and we expect to apply for renewals upon expiration. In 2023 the tax benefit specifically attributable to tax holidays was $129 million ($220 million for 2022 and $187 million for 2021) with a $0.03 impact on diluted earnings per share ($0.05 for 2022 and $0.05 for 2021). Financial StatementsNotes to Consolidated Financial Statements91 Financial StatementsNotes to Consolidated Financial Statements91 Financial StatementsNotes to Consolidated Financial Statements91 Notes to Consolidated Financial Statements 91 Table of Contents Table of Contents Deferred and Current Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Significant components of our deferred tax assets and liabilities at the end of each period were as follows: (In Millions)Dec 30, 2023Dec 31, 2022Deferred tax assets:R&D expenditures capitalization$7,726 $5,067 State credits and net operating losses2,624 2,259 Inventory1,430 1,788 Accrued compensation and other benefits931 1,031 Share-based compensation586 557 Litigation charge308 470 Other, net926 709 Gross deferred tax assets14,531 11,881 Valuation allowance(3,047)(2,586)Total deferred tax assets11,484 9,295 Deferred tax liabilities:Property, plant, and equipment(5,156)(4,776)Licenses and intangibles(494)(386)Unrealized gains on investments and derivatives(358)(415)Other, net(203)(470)Total deferred tax liabilities(6,211)(6,047)Net deferred tax assets (liabilities)$5,273 $3,248 Reported as:Deferred tax assets5,459 3,450 Deferred tax liabilities(186)(202)Net deferred tax assets (liabilities)$5,273 $3,248" }, { "status": "MODIFIED", "current_title": "Years Ended (In Millions)", "prior_title": "Line Item in the Consolidated Balance Sheets in Which the Hedged Item Is IncludedCarrying Amount of the Hedged Item Assets/(Liabilities)Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities)(In Millions)Dec 30, 2023Dec 31, 2022Dec 30, 2023Dec 31, 2022Long-term debt$(11,419)$(11,221)$578 $776", "similarity_score": 0.747, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Financial StatementsNotes to Consolidated Financial Statements90 Financial StatementsNotes to Consolidated Financial Statements90 Financial StatementsNotes to Consolidated Financial Statements90 Notes to Consolidated Financial Statements 90 Table of Contents Table of Contents Derivatives Not Designated as Hedging Instruments The effects of derivative instruments not designated as hedging instruments on the Consolidated Statements of Operations for each period were as follows: Years Ended (In Millions)Location of Gains (Losses)Recognized in Income on DerivativesDec 28, 2024Dec 30, 2023Dec 31, 2022Foreign currency contractsInterest and other, net$651 $106 $1,492 Interest rate contractsInterest and other, net182 50 309 OtherVarious(411)325 (502)Total$422 $481 $1,299 Foreign currency contracts Foreign currency contracts Foreign currency contracts Interest rate contracts Interest rate contracts Interest rate contracts Our Ireland SCIP agreement with Apollo contains construction-related liquidated damage provisions that meet the definition of an embedded derivative that is not clearly and closely related to the relevant host contract, thus requiring bifurcation and separate accounting as a derivative liability.\"", "Reworded sentence: \"For the benefit of eligible US employees, we also provide an unfunded non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees, which had a balance of $3.3 billion as of December 28, 2024 ($2.9 billion as of December 30, 2023), recorded within other accrued liabilities on the Consolidated Balance Sheets.\"", "Reworded sentence: \"As of December 28, 2024 and December 30, 2023, the projected benefit obligations were $493 million and $490 million, which used the discount rates of 5.7% and 5.3%.\"", "Reworded sentence: \"The allocation to each asset class will fluctuate with market conditions, such as volatility and liquidity concerns, and will typically be rebalanced when outside the target ranges, which are 50% equity and 50% fixed-income investments.\"", "Reworded sentence: \"As of December 28, 2024, the estimated benefit payments for this plan over the next 10 years are as follows: (In Millions)202520262027202820292030-2034Postretirement medical benefits$37 $45 $45 $44 $44 $209 Financial StatementsNotes to Consolidated Financial Statements91 Financial StatementsNotes to Consolidated Financial Statements91 Financial StatementsNotes to Consolidated Financial Statements91 Notes to Consolidated Financial Statements 91 Table of Contents Table of Contents Pension Benefit Plans We provide defined-benefit pension plans in certain countries, most significantly Ireland, the US, Germany, and Israel.\"" ], "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements102 Financial StatementsNotes to Consolidated Financial Statements102 Financial StatementsNotes to Consolidated Financial Statements102 Notes to Consolidated Financial Statements 102 Table of Contents Table of Contents Derivatives Not Designated as Hedging Instruments The effects of derivative instruments not designated as hedging instruments on the Consolidated Statements of Income for each period were as follows: Years Ended (In Millions)Location of Gains (Losses)Recognized in Income on DerivativesDec 30, 2023Dec 31, 2022Dec 25, 2021Foreign currency contractsInterest and other, net$106 $1,492 $677 Interest rate contractsInterest and other, net50 309 31 OtherVarious325 (502)360 Total$481 $1,299 $1,068 Foreign currency contracts Foreign currency contracts Foreign currency contracts Interest rate contracts Interest rate contracts Interest rate contracts Note 17 : Retirement Benefit Plans Defined Contribution Plans We provide tax-qualified defined contribution plans for the benefit of eligible employees, former employees, and retirees in the US and certain other countries. The plans are designed to provide employees with an accumulation of funds for retirement on a tax-deferred basis. For the benefit of eligible US employees, we also provide an unfunded non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees. We expensed $272 million in 2023, $489 million in 2022, and $444 million in 2021 for matching contributions based on the amount of employee contributions under the US qualified defined contribution and non-qualified deferred compensation plans. The matching contribution in the US qualified defined contribution plan was reduced from March 1 through December 31, 2023. US Retiree Medical Plan Upon retirement, we provide certain benefits to eligible US employees who were hired prior to 2014 under the US Retiree Medical Plan. The benefits can be used to pay all or a portion of the cost to purchase eligible coverage in a medical plan. As of December 30, 2023 and December 31, 2022, the projected benefit obligation was $490 million and $527 million, which used the discount rates of 5.3% and 5.6%. The December 30, 2023 and December 31, 2022 corresponding fair value of plan assets was $548 million and $501 million. As of December 30, 2023, the US Retiree Medical Plan was in the net asset position. The investment strategy for US Retiree Medical Plan assets is to invest primarily in liquid assets, due to the level of expected future benefit payments. The assets are invested in tax-aware global equity and fixed-income long credit portfolios. Both portfolios are actively managed by external managers. The tax-aware global equity portfolio is composed of a diversified mix of equities in developed countries. The tax-aware fixed-income long credit portfolio is composed of domestic securities. The allocation to each asset class will fluctuate with market conditions, such as volatility and liquidity concerns, and will typically be rebalanced when outside the target ranges, which are 45% equity and 55% fixed-income investments. As of December 30, 2023, the majority of the US Retiree Medical Plan assets were invested in exchange-traded equity securities and were measured at fair value using Level 1 inputs. The remaining US Retiree Medical Plan assets were invested in fixed-income investments and were measured at fair value using Level 2 inputs. As of December 30, 2023, the estimated benefit payments for this plan over the next 10 years are as follows: (In Millions)202420252026202720282029-2033Postretirement medical benefits$34 $35 $35 $35 $36 $187 Pension Benefit Plans We provide defined-benefit pension plans in certain countries, most significantly Ireland, the US, Germany and Israel. The majority of the plans' benefits have been frozen. Benefit Obligation and Plan Assets for Pension Benefit Plans The vested benefit obligation for a defined-benefit pension plan is the actuarial present value of the vested benefits to which the employee is currently entitled based on the employee's expected date of separation or retirement. Financial StatementsNotes to Consolidated Financial Statements103 Financial StatementsNotes to Consolidated Financial Statements103 Financial StatementsNotes to Consolidated Financial Statements103 Notes to Consolidated Financial Statements 103 Table of Contents Table of Contents (In Millions)Dec 30, 2023Dec 31, 2022Changes in projected benefit obligation:Beginning projected benefit obligation$2,705 $4,456 Service cost36 58 Interest cost127 91 Actuarial (gain) loss57 (1,500)Currency exchange rate changes38 (233)Plan settlements(103)(96)Other(35)(71)Ending projected benefit obligation12,825 2,705 Changes in fair value of plan assets:Beginning fair value of plan assets2,130 2,817 Actual return on plan assets151 (478)Currency exchange rate changes34 (102)Plan settlements(103)(96)Other— (11)Ending fair value of plan assets22,212 2,130 Net unfunded status$613 $575 Amounts recognized in the Consolidated Balance SheetsOther long-term assets$62 $74 Other long-term liabilities$675 $649 Accumulated other comprehensive loss (income), before tax3$410 $406 Accumulated benefit obligation$2,706 $2,507" }, { "status": "MODIFIED", "current_title": "Years Ended (In Millions)", "prior_title": "Balance at Beginning of Year", "similarity_score": 0.744, "confidence": "medium", "key_changes": [ "Reworded sentence: \"If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $946 million as of December 28, 2024 ($962 million as of December 30, 2023) and a reduction in the effective tax rate.\"", "Reworded sentence: \"We estimate that the unrecognized tax benefits as of December 28, 2024, could decrease by as much as $314 million in the next 12 months.\"", "Reworded sentence: \"As of December 28, 2024 and December 30, 2023, substantially all time deposits were issued by institutions outside the US.\"", "Reworded sentence: \"The adjusted cost of our unhedged investments was $5.2 billion as of December 28, 2024 ($4.7 billion as of December 30, 2023), which approximated the fair value for these periods.\"" ], "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647", "prior_body": "Deferred tax assets are included within other long-term assets on the Consolidated Balance Sheets. The valuation allowance as of December 30, 2023 included allowances primarily related to unrealized state credit carryforwards of $2.6 billion. As of December 30, 2023, our federal and non-US net operating loss carryforwards for income tax purposes were $325 million and $1.7 billion, respectively. The majority of the federal and non-US net operating loss carryforwards have no expiration date. The remaining federal and non-US net operating loss carryforwards expire at various dates through 2040. The federal and non-US net operating loss carryforwards include $141 million and $1.7 billion, respectively, that are not likely to be recovered and have been reduced by a valuation allowance. As of December 30, 2023, we have undistributed earnings of certain foreign subsidiaries of approximately $19.9 billion that we have indefinitely invested, and on which we have not recognized deferred taxes. Estimating the amount of potential tax is not practicable because of the complexity and variety of assumptions necessary to compute the tax. Financial StatementsNotes to Consolidated Financial Statements92 Financial StatementsNotes to Consolidated Financial Statements92 Financial StatementsNotes to Consolidated Financial Statements92 Notes to Consolidated Financial Statements 92 Table of Contents Table of Contents Current income taxes receivable of $59 million as of December 30, 2023 ($138 million as of December 31, 2022) are included in other current assets. Long-term income taxes payable of $2.6 billion as of December 30, 2023 ($3.8 billion as of December 31, 2022) are primarily composed of the transition tax from Tax Reform, which is payable over eight years beginning in 2018, as well as amounts for uncertain tax positions, reduced by the associated deduction for state taxes and non-US tax credits. Uncertain Tax Positions (In Millions)Dec 30, 2023Dec 31, 2022Dec 25, 2021Beginning gross unrecognized tax benefits$1,229 $1,020 $828 Settlements and effective settlements with tax authorities (288)(18)(25)Changes in balances related to tax position taken during prior periods— (120)(26)Changes in balances related to tax position taken during current period183347243Ending gross unrecognized tax benefits$1,124 $1,229 $1,020 If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $962 million as of December 30, 2023 ($914 million as of December 31, 2022) and a reduction in the effective tax rate. Interest, penalties, and accrued interest related to unrecognized tax benefits were insignificant in the periods presented. We regularly engage in discussions and negotiations with tax authorities regarding tax matters in the various jurisdictions in which we conduct business. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that certain US federal and non-US tax audits may be concluded within the next 12 months, which could increase or decrease the balance of our gross unrecognized tax benefits. We estimate that the unrecognized tax benefits as of December 30, 2023 could decrease by as much as $314 million in the next 12 months. We file federal, state, and non-US tax returns. We are no longer subject to US federal and non-US tax examinations for years prior to 2018 and 2015, respectively. For US state tax returns, we are no longer subject to tax examination for years prior to 2015. Note 9 : Investments Short-term Investments Short-term investments include marketable debt investments in corporate debt, government debt, and financial institution instruments, and are recorded within cash and cash equivalents and short-term investments on the Consolidated Balance Sheets. Government debt includes instruments such as non-US government bills and bonds and US agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms, such as commercial paper, fixed- and floating-rate bonds, money market fund deposits, and time deposits. As of December 30, 2023 and December 31, 2022, substantially all time deposits were issued by institutions outside the US. The fair value of our economically hedged marketable debt investments was $17.1 billion as of December 30, 2023 ($16.2 billion as of December 31, 2022). For hedged investments still held at the reporting date, we recorded net gains of $534 million in 2023 (net losses of $748 million in 2022 and net losses of $606 million in 2021). Net losses on the related derivatives were $472 million in 2023 (net gains of $752 million in 2022 and net gains of $609 million in 2021). Our remaining unhedged marketable debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded in accumulated other comprehensive income (loss). The adjusted cost of our unhedged investments was $4.7 billion as of December 30, 2023 ($10.2 billion as of December 31, 2022), which approximated the fair value for these periods. The fair value of marketable debt investments, by contractual maturity, as of December 30, 2023, was as follows: (In Millions)Fair ValueDue in 1 year or less$9,575 Due in 1–2 years2,375 Due in 2–5 years7,134 Due after 5 years442 Instruments not due at a single maturity date2,274 Total$21,800 Financial StatementsNotes to Consolidated Financial Statements93 Financial StatementsNotes to Consolidated Financial Statements93 Financial StatementsNotes to Consolidated Financial Statements93 Notes to Consolidated Financial Statements 93 Table of Contents Table of Contents Equity Investments (In Millions)Dec 30, 2023Dec 31, 2022Marketable equity securities1$1,194 $1,341 Non-marketable equity securities4,630 4,561 Equity method investments5 10 Total$5,829 $5,912" }, { "status": "MODIFIED", "current_title": "Exhibit Description", "prior_title": "Exhibit Description", "similarity_score": 0.739, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Form 10.1.6† Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019) 10.1.7† Intel Corporation Form of Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted to non-employee directors on or after May 12, 2022) 10.2† Intel Corporation Executive Annual Performance Bonus Plan, effective as of January 1, 2020 10.3† Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective January 1, 2020 10.4† First Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 2020 10.5† Second Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 2023 10-K 000-6218 10.6† Intel Corporation 2006 Employee Stock Purchase Plan, as amended and restated, effective November 19, 2024 X 10.7† Intel Corporation 2006 Deferral Plan for Outside Directors, effective November 15, 2006 10.8† Form of Indemnification Agreement with Directors and Executive Officers 10.9† Form of Indemnification Agreement with Directors and Executive Officers (for Directors and Executive Officers who joined Intel after July 1, 2016) Settlement Agreement Between Advanced Micro Devices, Inc.\"" ], "current_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 2.2^ Direct Funding Agreement between Intel Corporation and U.S. Department of Commerce dated November 25, 2024 X Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Supplemental Details104 Supplemental Details104 Supplemental Details104 104 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.11Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee10-K000-062174.2.132/16/20184.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/21/20244.20Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/2019 Exhibit Number", "prior_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Supplemental Details117 Supplemental Details117 Supplemental Details117 117 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/201910.1.6†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019)10-Q000-0621710.14/24/202010.1.7†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for strategic growth performance-based RSUs granted to executives on or after February 1, 2019)10-Q000-0621710.6 4/26/2019 Exhibit Number" }, { "status": "MODIFIED", "current_title": "Ending fair value of plan assets2", "prior_title": "Ending fair value of plan assets2", "similarity_score": 0.724, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Accumulated other comprehensive loss (income), before tax3 1 The projected benefit obligation was approximately 30% in the US and 70% outside of the US as of December 28, 2024 and December 30, 2023.\"", "Reworded sentence: \"Under this approach, net actuarial gains or losses in excess of 10% of the larger of the projected benefit obligation or the fair value of plan assets are amortized on a straight-line basis over the average remaining service period of active plan participants.\"" ], "current_body": "Accumulated other comprehensive loss (income), before tax3 1 The projected benefit obligation was approximately 30% in the US and 70% outside of the US as of December 28, 2024 and December 30, 2023. 2 The fair value of plan assets was approximately 40% in the US and 60% outside of the US as of December 28, 2024 and December 30, 2023. 3 The accumulated other comprehensive loss (income), before tax, was approximately 80% in the US and 20% outside of the US as of December 28, 2024 (approximately 70% in the US and 30% outside of the US as of December 30, 2023). 3 Changes in actuarial gains and losses in the projected benefit obligation are generally driven by discount rate movement. We use the corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of 10% of the larger of the projected benefit obligation or the fair value of plan assets are amortized on a straight-line basis over the average remaining service period of active plan participants. As of December 28, 2024, the accumulated benefit obligations were $763 million and $1.7 billion for the US plan and non-US plans, respectively. As of December 30, 2023, the accumulated benefit obligations were $849 million and $1.9 billion for the US plan and non-US plans, respectively. As of December 28, 2024 and December 30, 2023, only non-US plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets. Financial StatementsNotes to Consolidated Financial Statements92 Financial StatementsNotes to Consolidated Financial Statements92 Financial StatementsNotes to Consolidated Financial Statements92 Notes to Consolidated Financial Statements 92 Table of Contents Table of Contents (In Millions)Dec 28, 2024Dec 30, 2023Plans with accumulated benefit obligation in excess of plan assetsAccumulated benefit obligation$850 $1,857 Plan assets$348 $1,301 Plans with projected benefit obligation in excess of plan assetsProjected benefit obligation$987 $1,976 Plan assets$348 $1,301", "prior_body": "Accumulated other comprehensive loss (income), before tax3 1 The projected benefit obligation was approximately 30% in the US and 70% outside of the US as of December 30, 2023 and December 31, 2022. 2 The fair value of plan assets was approximately 40% in the US and 60% outside of the US as of December 30, 2023 and December 31, 2022. 3 The accumulated other comprehensive loss (income), before tax, was approximately 70% in the US and 30% outside of the US as of December 30, 2023 (approximately 90% in the US and 10% outside of the US as of December 31, 2022). 3 Changes in actuarial gains and losses in the projected benefit obligation are generally driven by discount rate movement. We use the corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of 10% of the larger of the projected benefit obligation or the fair value of plan assets are amortized on a straight-line basis. As of December 30, 2023, the accumulated benefit obligations were $0.8 billion and $1.9 billion for the US plan and non-US plans, respectively. As of December 30, 2023, the US plan was in the net asset position and the other non-US plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets. As of December 31, 2022, the accumulated benefit obligations were $0.9 billion and $1.6 billion for the US plan and non-US plans, respectively. As of December 31, 2022, the US and Ireland plans were in the net asset position and the other non-US plans had projected benefit obligations in excess of plan assets. As of December 31, 2022, the US, Ireland, and Israel plans had assets in excess of accumulated benefit obligations, whereas the remaining non-US plans had accumulated benefit obligations in excess of plan assets. Dec 30, 2023Dec 31, 2022Plan with accumulated benefit obligation in excess of plan assetsAccumulated benefit obligation$1,857 $559 Plan assets$1,301 $97 Plan with projected benefit obligation in excess of plan assetsProjected benefit obligation$1,976 $1,048 Plan assets$1,301 $399 Financial StatementsNotes to Consolidated Financial Statements104 Financial StatementsNotes to Consolidated Financial Statements104 Financial StatementsNotes to Consolidated Financial Statements104 Notes to Consolidated Financial Statements 104 Table of Contents Table of Contents Assumptions for Pension Benefit Plans Dec 30, 2023Dec 31, 2022Weighted average actuarial assumptions used to determine benefit obligationsDiscount rate4.5 %4.9 %Rate of compensation increase3.3 %3.7 % 202320222021Weighted average actuarial assumptions used to determine costsDiscount rate4.9 %2.2 %1.9 %Expected long-term rate of return on plan assets5.0 %3.2 %2.7 %Rate of compensation increase3.7 %3.2 %3.2 % We establish the discount rate for each pension plan by analyzing current market long-term bond rates and matching the bond maturity with the average duration of the pension liabilities. We establish the expected long-term rate of return on plan assets by developing a forward-looking, long-term return assumption for each pension fund asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the long-term return assumption for each asset class. Funding Our practice is to fund the various pension plans in amounts sufficient to meet the minimum requirements of applicable local laws and regulations. Funding for the US Retiree Medical Plan is discretionary under applicable laws and regulations. Additional funding may be provided for the pension and retiree medical plans as deemed appropriate. On a worldwide basis, our pension and retiree medical plans were 83% funded as of December 30, 2023. The US Pension Plan, which accounts for 26% of the worldwide pension and retiree medical benefit obligations, was 107% funded. Funded status is not indicative of our ability to pay ongoing pension benefits or of our obligation to fund retirement trusts. Required pension funding for US retirement plans is determined in accordance with ERISA, which sets required minimum contributions. Cumulative company funding to the US Pension Plan currently exceeds the minimum ERISA funding requirements. Net Periodic Benefit Cost The net periodic benefit cost for pension and US retiree medical benefits was $107 million in 2023 ($139 million in 2022 and $162 million in 2021). Pension Plan Assets December 30, 2023Dec 31, 2022Fair Value Measured at Reporting Date Using(In Millions)Level 1Level 2Level 3TotalTotalEquity securities$— $383 $— $383 $297 Fixed income— 139 25 164 130 Assets measured by fair value hierarchy$— $522 $25 $547 $427 Assets measured at net asset value1,648 1,683 Cash and cash equivalents17 20 Total pension plan assets at fair value$2,212 $2,130" }, { "status": "MODIFIED", "current_title": "Unrealized gains (losses) on equity investments, net", "prior_title": "(In Millions)", "similarity_score": 0.701, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Realized gains (losses) on sales of equity investments, net 1 Unrealized gains (losses) on non-marketable investments includes observable price adjustments and our share of equity method investee gains (losses) and certain distributions.\"", "Reworded sentence: \"We are currently in negotiations with SK hynix to update the operating plan of the NAND OpCo Business, which may impact the metrics associated with the incentives and penalties and our expectations of the performance of the NAND OpCo Business against those metrics.\"", "Reworded sentence: \"We recorded a receivable due from the NAND OpCo Business, a deconsolidated entity, of $98 million within other current assets as of December 28, 2024 ($145 million recorded as of December 30, 2023).\"" ], "current_body": "Realized gains (losses) on sales of equity investments, net 1 Unrealized gains (losses) on non-marketable investments includes observable price adjustments and our share of equity method investee gains (losses) and certain distributions. As of December 28, 2024, the cumulative amount of impairments for equity investments without readily determinable fair value was $1.4 billion ($1.1 billion as of December 30, 2023) and upward observable price adjustments were $1.4 billion ($1.4 billion as of December 30, 2023). McAfee Corp. During 2022, the sale of McAfee's consumer business was completed and we received $4.6 billion in cash for the sale of our remaining share of McAfee, recognizing a $4.6 billion gain in realized gains (losses) on sales of equity investments, net. During 2022, the sale of McAfee's consumer business was completed and we received $4.6 billion in cash for the sale of our remaining share of McAfee, recognizing a $4.6 billion gain in Note 10 : Divestitures NAND Memory Business We sold our NAND memory technology and manufacturing business (the NAND OpCo Business) to SK hynix Inc. (SK hynix), which we deconsolidated upon closing the first phase of the transaction on December 29, 2021. We have a receivable within other current assets for the transaction's remaining proceeds of $2.0 billion, which remains outstanding as of December 28, 2024 and will be received upon the second closing of the transaction, expected to be in March 2025. In connection with the transaction, we have a wafer manufacturing and sale agreement that includes incentives and penalties that are contingent on the cost of operation and output of the NAND OpCo Business. These incentives and penalties present a maximum exposure of up to $500 million annually, and $1.5 billion in the aggregate. We are currently in negotiations with SK hynix to update the operating plan of the NAND OpCo Business, which may impact the metrics associated with the incentives and penalties and our expectations of the performance of the NAND OpCo Business against those metrics. We were reimbursed for costs that we incurred on behalf of the NAND OpCo Business for corporate function services, which include human resources, information technology, finance, supply chain, and other compliance requirements. We recorded a receivable due from the NAND OpCo Business, a deconsolidated entity, of $98 million within other current assets as of December 28, 2024 ($145 million recorded as of December 30, 2023). Financial StatementsNotes to Consolidated Financial Statements82 Financial StatementsNotes to Consolidated Financial Statements82 Financial StatementsNotes to Consolidated Financial Statements82 Notes to Consolidated Financial Statements 82 Table of Contents Table of Contents Note 11 : Goodwill (In Millions)Dec 30, 2023AcquisitionsTransfersImpairmentsDec 28, 2024Client Computing$4,749 $— $(130)$— $4,619 Data Center and AI8,721 — (777)— 7,944 Network and Edge2,809 — (29)— 2,780 Intel Foundry— — 222 (222)— Mobileye10,919 — — (2,613)8,306 Altera— — 781 — 781 All Other 393 86 (67)(149)263 Total$27,591 $86 $— $(2,984)$24,693 (In Millions)Dec 31, 2022AcquisitionsTransfersOtherDec 30, 2023Client Computing$4,254 $— $495 $— $4,749 Data Center and AI9,013 — (292)— 8,721 Network and Edge2,809 — — — 2,809 Mobileye10,919 —— — 10,919 Accelerated Computing Systems and Graphics596 —(596)— — All other— — 393 — 393 Total$27,591 $— $— $— $27,591 Our quarterly qualitative impairment assessment for the third quarter of 2024 indicated that a more detailed quantitative analysis was necessary for certain of our reporting units, primarily due to the decline in our market capitalization below the carrying value of our net assets, as well as the decline in our Mobileye reporting unit's market capitalization below the carrying value of Mobileye's net assets. Our quantitative assessment was performed by measuring each reporting unit's fair value using the income approach, the market approach, or a combination of both. When using the income approach, we tested the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. As a result of our impairment tests, we recognized a non-cash goodwill impairment charge of $2.8 billion in the third quarter of 2024 within restructuring and other, most of which related to our Mobileye reporting unit, as the estimated fair value of the reporting unit was lower than the assigned carrying value. The process of valuing each reporting unit is inherently subjective as valuation models require the application of significant estimates and the use of unobservable inputs, including market segment share, projected financial information, and discount rates. No impairment was required for our other reporting units, even when considering a hypothetical increase in the discount rate of 1%, which would cause a significant decrease in the estimated fair value of the respective non-impaired reporting units. Finally, to corroborate our estimated fair value, we performed a market capitalization reconciliation as of September 28, 2024, concluding that the implied control premium was reasonable. The accumulated impairment loss as of December 28, 2024 was $3.9 billion: $2.6 billion associated with Mobileye, $364 million associated with CCG, $275 million associated with DCAI, $79 million associated with NEX, and the remainder associated with other reporting units. In the first quarter of 2024, as a result of modifying our segment reporting, we reallocated goodwill among our affected reporting units on a relative fair value basis. We performed a quantitative goodwill impairment assessment for each of our reporting units immediately before and after our business reorganization. We concluded, based on our pre-reorganization impairment test, that goodwill was not impaired. As a result of our post-reorganization impairment test, we recognized a non-cash goodwill impairment loss of $222 million within restructuring and other in the first quarter of 2024 related to our Intel Foundry reporting unit, as the estimated fair value of the new reporting unit was lower than the assigned carrying value, which includes substantially all of our allocated property, plant, and equipment. The Intel Foundry reporting unit has no remaining goodwill. At the conclusion of our impairment assessment performed during the first quarter of 2024, the fair value substantially exceeded the carrying value for all remaining reporting units. Financial StatementsNotes to Consolidated Financial Statements83 Financial StatementsNotes to Consolidated Financial Statements83 Financial StatementsNotes to Consolidated Financial Statements83 Notes to Consolidated Financial Statements 83 Table of Contents Table of Contents Note 12 : Identified Intangible Assets December 28, 2024December 30, 2023(In Millions)Gross AssetsAccumulated AmortizationNetGross AssetsAccumulated AmortizationNetDeveloped technology$8,007 $(6,445)$1,562 $10,520 $(7,996)$2,524 Customer relationships and brands1,907 (1,372)535 1,986 (1,286)700 Licensed technology and patents3,387 (1,852)1,535 3,088 (1,728)1,360 Internal-use software128 (73)55 — — — Other non-amortizing intangibles4 — 4 5 — 5 Total identified intangible assets$13,433 $(9,742)$3,691 $15,599 $(11,010)$4,589 During 2024 and 2023, we entered into and/or renewed several licensed technology arrangements totaling $562 million and $309 million respectively, which are subject to amortization. Amortization expenses recorded for and the weighted average useful life assigned to identified intangible assets in the Consolidated Statements of Operations for each period were as follows: Years Ended (In Millions)LocationDec 28, 2024Dec 30, 2023Dec 31, 2022Weighted Average Useful Life1Developed technologyCost of sales$879 $1,235 $1,341 9 yearsCustomer relationships and brandsMarketing, general, and administrative165 172 185 12 yearsLicensed technology and patentsCost of sales360 348 381 12 yearsInternal-use softwareMarketing, general, and administrative24 — — 5 yearsTotal amortization expenses$1,428 $1,755 $1,907", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "MODIFIED", "current_title": "Effective Interest Rate", "prior_title": "Effective Interest Rate", "similarity_score": 0.63, "confidence": "medium", "key_changes": [ "Reworded sentence: \"5.00%, due February 2031 5.60%, due February 2054 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Notes to Consolidated Financial Statements 85 Table of Contents Table of Contents Dec 28, 2024Dec 30, 2023($ In Millions)Effective Interest RateAmountAmountOregon and Arizona bonds1:3.80% - 4.10%, due December 2035 - 20403.87%423 423 5.00%, due September 20423.63%131 131 5.00%, due June 2049—%— 438 4.00%, due June 20493.99%438 — 5.00%, due September 20524.24%445 445 Total senior notes and other borrowings50,985 50,285 Unamortized premium/discount, issuance costs and other(392)(445)Hedge accounting fair value adjustments(582)(574)Long-term debt50,011 49,266 Current portion of long-term debt2(3,729)(2,288)Total long-term debt$46,282 $46,978\"" ], "current_body": "5.00%, due February 2031 5.60%, due February 2054 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Notes to Consolidated Financial Statements 85 Table of Contents Table of Contents Dec 28, 2024Dec 30, 2023($ In Millions)Effective Interest RateAmountAmountOregon and Arizona bonds1:3.80% - 4.10%, due December 2035 - 20403.87%423 423 5.00%, due September 20423.63%131 131 5.00%, due June 2049—%— 438 4.00%, due June 20493.99%438 — 5.00%, due September 20524.24%445 445 Total senior notes and other borrowings50,985 50,285 Unamortized premium/discount, issuance costs and other(392)(445)Hedge accounting fair value adjustments(582)(574)Long-term debt50,011 49,266 Current portion of long-term debt2(3,729)(2,288)Total long-term debt$46,282 $46,978", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements97 Financial StatementsNotes to Consolidated Financial Statements97 Financial StatementsNotes to Consolidated Financial Statements97 Notes to Consolidated Financial Statements 97 Table of Contents Table of Contents Dec 30, 2023Dec 31, 2022(In Millions)Effective Interest RateAmountAmountOregon and Arizona bonds1:2.40% - 2.70%, due December 2035 - 2040—%— 423 3.80% - 4.10%, due December 2035 - 20403.89%423 — 5.00%, due September 20423.64%131 131 5.00%, due June 20492.15%438 438 5.00%, due September 20524.26%445 445 Total senior notes and other borrowings50,285 39,285 Unamortized premium/discount and issuance costs(445)(417)Hedge accounting fair value adjustments(574)(761)Long-term debt49,266 38,107 Current portion of long-term debt(2,288)(423)Total long-term debt$46,978 $37,684" }, { "status": "MODIFIED", "current_title": "Exhibit Description", "prior_title": "Exhibit Description", "similarity_score": 0.62, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Form 10.18† Offer Letter between Intel Corporation and Sandra Rivera dated October 2, 2023 10.19† Intel Corporation Executive Officer Cash Severance Policy 10.20† Retirement and Separation Agreement between Intel Corporation and Patrick Gelsinger, dated December 1, 2024 X 10.21† Intel Corporation Executive Severance Plan 10.22† Altera Corporation 2024 Equity Incentive Plan 10.23† Form of Altera Corporation Restricted Stock Unit Agreement (for Long-Term Incentive Awards for senior executives of Altera Corporation) 10.24† Form of Altera Corporation Restricted Stock Unit Agreement (for Staking Grants for senior executives of Altera Corporation) 10.25† Form of Altera Corporation Performance-Based Restricted Stock Unit Agreement (for Long-Term Incentive Awards for senior executives of Altera Corporation) 10.26† Form of Altera Corporation Performance-Based Restricted Stock Unit Agreement (for Staking Grants for senior executives of Altera Corporation) Intel's Insider Trading Policy X Company Procedures for Transactions in Company Securities X Intel Corporation Subsidiaries Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.\"", "Reworded sentence: \"Supplemental Details107 Supplemental Details107 Supplemental Details107 107 Table of Contents Table of Contents Form 10-K Cross-Reference Index Form 10-K Cross-Reference Index Item NumberItem Part IItem 1.Business:General development of business Pages 3-4, 13Description of businessPages 3-20, 45-47, 51, 68-72Available informationPage 2Item 1A.Risk FactorsPages 31-46Item 1B.Unresolved Staff CommentsNoneItem 1C.CybersecurityPage 48Item 2.PropertiesPages 8, 49Item 3.Legal ProceedingsPages 96-99Item 4.Mine Safety DisclosuresNonePart IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesPages 6, 49-50Item 6.[Reserved]Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations:Liquidity and capital resourcesPages 28-30, 30Results of operationsPages 13-27Critical accounting estimatesPages 30, 62-68Item 7A.Quantitative and Qualitative Disclosures About Market RiskPages 47-48Item 8.Financial Statements and Supplementary Data Pages 53-101Item 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNoneItem 9A.Controls and ProceduresPage 102Item 9B.Other InformationDisclosure pursuant to Section 13(r) of the Securities Exchange Act of 1934Page 52Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNonePart IIIItem 10.Directors, Executive Officers, and Corporate GovernancePage 51 (a)Item 11.Executive Compensation(a)Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters(a)Item 13.Certain Relationships and Related Transactions, and Director Independence(a)Item 14.Principal Accountant Fees and Services(a)Part IVItem 15.Exhibits and Financial Statement SchedulesPages 53-101, 103-107Item 16.Form 10-K SummaryNoneSignaturesPage 109 Part I Pages 3-4, 13 Pages 3-20, 45-47, 51, 68-72 Page 2 Pages 31-46 None Item 1C.\"", "Reworded sentence: \"Omar IshrakDirectorDirectorJanuary 31, 2025January 31, 2025/s/ DR.\"", "Reworded sentence: \"Risa Lavizzo-MoureyDirectorDirectorJanuary 31, 2025January 31, 2025/s/ ERIC MEURICE/s/ BARBARA G.\"" ], "current_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 2.2^ Direct Funding Agreement between Intel Corporation and U.S. Department of Commerce dated November 25, 2024 X Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Supplemental Details104 Supplemental Details104 Supplemental Details104 104 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.11Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee10-K000-062174.2.132/16/20184.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/21/20244.20Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/2019 Exhibit Number", "prior_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Supplemental Details117 Supplemental Details117 Supplemental Details117 117 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/201910.1.6†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019)10-Q000-0621710.14/24/202010.1.7†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for strategic growth performance-based RSUs granted to executives on or after February 1, 2019)10-Q000-0621710.6 4/26/2019 Exhibit Number" }, { "status": "MODIFIED", "current_title": "Years Ended (In Millions)", "prior_title": "(In Millions)", "similarity_score": 0.593, "confidence": "low", "key_changes": [ "Reworded sentence: \"The total notional amount of outstanding pay-variable, receive-fixed interest rate swaps was $12.0 billion as of December 28, 2024 and as of December 30, 2023.\"" ], "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "MODIFIED", "current_title": "Total property, plant, and equipment, net", "prior_title": "Total property, plant, and equipment, net", "similarity_score": 0.589, "confidence": "low", "key_changes": [ "Reworded sentence: \"Financial StatementsNotes to Consolidated Financial Statements75 Financial StatementsNotes to Consolidated Financial Statements75 Financial StatementsNotes to Consolidated Financial Statements75 Notes to Consolidated Financial Statements 75 Table of Contents Table of Contents Government Incentives We enter into government incentive arrangements with local, regional, and national governments, both US and non-US.\"", "Reworded sentence: \"These include qualifying capital investments for semiconductor wafer and advanced packaging manufacturing facilities construction and acquisition of equipment.\"", "Reworded sentence: \"For example, in November 2024 we entered into a direct funding agreement with the US Department of Commerce under the CHIPS Act that contains detailed milestones we must achieve for us to receive the funds, including the achievement of various milestones with respect to capital expenditures, facility completion, process technology development, wafer production, Intel products insourcing, and external foundry customer acquisitions.\"" ], "current_body": "Our depreciable property, plant, and equipment assets are depreciated over the following estimated useful lives: machinery and equipment, 3 to 8 years; and buildings, 10 to 25 years. We invest in and deploy manufacturing assets in response to manufacturing capacity requirements based upon short- and long-term demand forecasts and economic returns relative to capital outlays. We regularly monitor, evaluate, and adjust our manufacturing capacity footprint in response to a number of volatile factors that impact our business, including demand for our products and services and the state of the semiconductor industry as a whole. In connection with the preparation of our Consolidated Financial Statements for the third quarter of 2024, we evaluated our current process technology node capacities relative to projected market demand for our products and services, and concluded that our manufacturing asset portfolio, primarily for our Intel 7 process node, exceeded manufacturing capacity requirements. Upon performing a re-use assessment, we impaired and accelerated depreciation for certain manufacturing assets. In total, we recorded non-cash impairments and accelerated depreciation charges of $2.3 billion and $992 million, respectively, in 2024, substantially all of which were recognized in cost of sales within our Intel Foundry operating segment. cost of sales We also incurred certain other non-cash asset impairment charges of $442 million as a direct result of the 2024 Restructuring Plan (see \"Note 7: Restructuring and Other Charges\" within Notes to Consolidated Financial Statements). These charges were included as a component of \"corporate unallocated expenses\" within the restructuring and other category presented in \"Note 3: Operating Segments\" within Notes to Consolidated Financial Statements. We negotiate extended payment terms of greater than 90 days with certain of our capital vendors, which are reported as financing activities in the Consolidated Statements of Cash Flows when paid. Unpaid amounts related to the acquisition of property, plant, and equipment in 2024 under such extended payment terms, included in accounts payable and other accrued liabilities, totaled $3.2 billion. Property, plant, and equipment, net, by country at the end of each period was as follows: Years Ended (In Millions)Dec 28, 2024Dec 30, 2023United States$72,068 $63,234 Ireland18,152 16,746 Israel10,414 9,290 Other countries7,285 7,377 Total property, plant, and equipment, net$107,919 $96,647", "prior_body": "Our depreciable property, plant, and equipment assets are depreciated over the following estimated useful lives: machinery and equipment, 3 to 8 years; and buildings, 10 to 25 years. Effective January 2023, we increased the estimated useful life of certain production machinery and equipment from 5 to 8 years. When compared to the estimated useful life in place as of the end of 2022, we estimate this change increased gross margin in 2023 by approximately $2.5 billion and decreased R&D expense by approximately $400 million. As of December 30, 2023, we estimate this change decreased ending inventory values by approximately $1.3 billion. These estimates are based on the assets in use and under construction as of the beginning of 2023 and are calculated at that point in time. Net property, plant, and equipment by country at the end of each period was as follows: (In Millions)Dec 30, 2023Dec 31, 2022United States$63,234 $53,681 Ireland16,746 13,179 Israel9,290 7,908 Other countries7,377 6,092 Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "MODIFIED", "current_title": "Non-controlling interests as of Dec 30, 2023", "prior_title": "Non-controlling interests, net of tax", "similarity_score": 0.586, "confidence": "low", "key_changes": [ "Reworded sentence: \"Financial StatementsNotes to Consolidated Financial Statements72 Financial StatementsNotes to Consolidated Financial Statements72 Financial StatementsNotes to Consolidated Financial Statements72 Notes to Consolidated Financial Statements 72 Table of Contents Table of Contents Semiconductor Co-Investment Program Ireland SCIP In the second quarter of 2024, we closed a transaction with Apollo Global Management, Inc.\"", "Reworded sentence: \"We continue to consolidate the results of IMS into our Consolidated Financial Statements.\"" ], "current_body": "Partner contributions Partner distributions Changes in equity of non-controlling interest holders Net income (loss) attributable to non-controlling interests", "prior_body": "Semiconductor Co-Investment Program In 2022, we closed a transaction with Brookfield Asset Management (Brookfield) resulting in the formation of Arizona Fab LLC (Arizona Fab), a VIE that we consolidate into our financial statements because we are the primary beneficiary. Generally, contributions will be made to, and distributions will be received from, Arizona Fab based on both parties' proportional ownership. We will be the sole operator of two new chip factories that will be constructed by Arizona Fab, and we will have the right to purchase 100% of the related factory output. Once production commences, we will be required to operate Arizona Fab at minimum production levels measured in wafer starts per week and will be required to limit excess inventory held on site, or we will be subject to certain penalties. We have an unrecognized commitment to fund our respective share of the total construction costs of Arizona Fab of $29.0 billion. As of December 30, 2023, a substantial majority of the assets of Arizona Fab consisted of property, plant, and equipment. The assets held by Arizona Fab, which can be used only to settle obligations of the VIE and are not available to us, were $4.8 billion as of December 30, 2023 ($1.8 billion as of December 31, 2022). Mobileye In 2022, Mobileye completed its IPO and certain other equity financing transactions that resulted in net proceeds of $1.0 billion. During the second quarter of 2023, we converted 38.5 million of our Mobileye Class B shares into Class A shares, representing 5% of Mobileye's outstanding capital stock, and subsequently sold the Class A shares for $42 per share as part of a secondary offering, receiving net proceeds of $1.6 billion and increasing our capital in excess of par value by $663 million, net of tax. We continue to consolidate the results of Mobileye into our consolidated financial statements. IMS Nanofabrication In the third and fourth quarters of 2023, we closed agreements to sell a combined 32% minority stake in our IMS business, a business within our IFS operating segment —including a 20% stake to Bain Capital and a 10% stake to TSMC. Net proceeds resulting from the minority stake sales totaled $1.4 billion, and our capital in excess of par value increased by $958 million, net of tax. We continue to consolidate the results of IMS into our consolidated financial statements. Financial StatementsNotes to Consolidated Financial Statements87 Financial StatementsNotes to Consolidated Financial Statements87 Financial StatementsNotes to Consolidated Financial Statements87 Notes to Consolidated Financial Statements 87 Table of Contents Table of Contents Note 5 : Earnings Per Share" }, { "status": "MODIFIED", "current_title": "Total percentage of net revenue", "prior_title": "Total percentage of net revenue", "similarity_score": 0.547, "confidence": "low", "key_changes": [ "Reworded sentence: \"Net revenue by region, based on the billing location of the customer, was as follows: Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Dec 31, 2022China$15,532 $14,854 $17,125 United States12,994 13,958 16,529 Singapore10,187 8,602 9,664 Taiwan7,804 6,867 8,287 Other regions6,584 9,947 11,449 Total net revenue $53,101 $54,228 $63,054 Note 4 :Non-Controlling Interests Non-Controlling Ownership %Years EndedDec 28, 2024Dec 30, 2023 Dec 31, 2022Ireland SCIP49 %— %— %Arizona SCIP49 %49 %49 %Mobileye12 %12 %6 %IMS Nanofabrication (IMS Nano)32 %32 %— %\"" ], "current_body": "Net revenue by region, based on the billing location of the customer, was as follows: Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Dec 31, 2022China$15,532 $14,854 $17,125 United States12,994 13,958 16,529 Singapore10,187 8,602 9,664 Taiwan7,804 6,867 8,287 Other regions6,584 9,947 11,449 Total net revenue $53,101 $54,228 $63,054 Note 4 :Non-Controlling Interests Non-Controlling Ownership %Years EndedDec 28, 2024Dec 30, 2023 Dec 31, 2022Ireland SCIP49 %— %— %Arizona SCIP49 %49 %49 %Mobileye12 %12 %6 %IMS Nanofabrication (IMS Nano)32 %32 %— %", "prior_body": "Net revenue by region, based on the billing location of the customer, was as follows: Years Ended (In Millions)Dec 30, 2023Dec 31, 2022Dec 25, 2021China$14,854 $17,125 $22,961 Singapore8,602 9,664 18,096 United States13,958 16,529 14,322 Taiwan6,867 8,287 11,418 Other regions9,947 11,449 12,227 Total net revenue $54,228 $63,054 $79,024 Financial StatementsNotes to Consolidated Financial Statements86 Financial StatementsNotes to Consolidated Financial Statements86 Financial StatementsNotes to Consolidated Financial Statements86 Notes to Consolidated Financial Statements 86 Table of Contents Table of Contents Note 4 :Non-Controlling Interests" }, { "status": "MODIFIED", "current_title": "Years Ended (In Millions)", "prior_title": "(In Millions)", "similarity_score": 0.511, "confidence": "low", "key_changes": [ "Reworded sentence: \"Property, plant, and equipment Changes in the valuation allowance for deferred tax assets were as follows: Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Valuation allowance for deferred tax assets:Balance at Beginning of Year$3,047 $2,586 Additions Charged to Expenses/Other Accounts10,927 461 (Deductions) Recoveries, Net— — Balance at End of Year$13,974 $3,047 Valuation allowance for deferred tax assets:\"" ], "current_body": "Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Financial StatementsNotes to Consolidated Financial Statements74 Notes to Consolidated Financial Statements 74 Table of Contents Table of Contents Property, Plant, and Equipment Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Land and buildings$56,544 $51,182 Machinery and equipment103,150 100,033 Construction in progress50,418 43,442 Total property, plant, and equipment, gross210,112 194,657 Less: Accumulated depreciation(102,193)(98,010)Total property, plant, and equipment, net$107,919 $96,647", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "MODIFIED", "current_title": "(In Millions)", "prior_title": "Net revenue:", "similarity_score": 0.472, "confidence": "low", "key_changes": [ "Reworded sentence: \"Restructuring and other charges1 1 See \"Note 7: Restructuring and Other Charges\" within Notes to Consolidated Financial Statements for further information.\"" ], "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633", "prior_body": "In 2023, substantially all of the revenue from our three largest customers was from the sale of platforms and other components by our CCG and DCAI operating segments. Our three largest customers accounted for the following percentage of our net revenue: Years EndedDec 30, 2023Dec 31, 2022Dec 25, 2021Dell Inc.19 %19 %21 %Lenovo Group Limited11 %12 %12 %HP Inc.10 %11 %10 %Total percentage of net revenue40 %42 %43 %" }, { "status": "MODIFIED", "current_title": "(In Millions)", "prior_title": "(In Millions)", "similarity_score": 0.462, "confidence": "low", "key_changes": [ "Reworded sentence: \"Note 16 : Derivative Financial Instruments Volume of Derivative Activity The total gross notional amounts for outstanding derivatives (recorded at fair value) at the end of each period were as follows: Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Dec 31, 2022Foreign currency contracts$25,472 $30,064 $31,603 Interest rate contracts17,899 18,363 16,011 Other2,593 2,103 2,094 Total$45,964 $50,530 $49,708\"" ], "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633", "prior_body": "Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Financial StatementsNotes to Consolidated Financial Statements88 Notes to Consolidated Financial Statements 88 Table of Contents Table of Contents Property, Plant, and Equipment (In Millions)Dec 30, 2023Dec 31, 2022Land and buildings$51,182 $44,808 Machinery and equipment100,033 92,711 Construction in progress43,442 36,727 Total property, plant, and equipment, gross194,657 174,246 Less: Accumulated depreciation(98,010)(93,386)Total property, plant, and equipment, net$96,647 $80,860" }, { "status": "UNCHANGED", "current_title": "Weighted Average Useful Life1", "prior_title": "Weighted Average Useful Life1", "current_body": "1 Represents weighted average useful life in years of intangible assets as of December 28, 2024. 1 We expect future amortization expense for the next five years and thereafter to be as follows:" }, { "status": "UNCHANGED", "current_title": "Exhibit Description", "prior_title": "Exhibit Description", "current_body": "Form Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 2.2^ Direct Funding Agreement between Intel Corporation and U.S. Department of Commerce dated November 25, 2024 X Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 10-Q Intel Corporation Bylaws, as amended and restated on November 29, 2023 Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\") First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent Supplemental Details104 Supplemental Details104 Supplemental Details104 104 Table of Contents Table of Contents ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate4.11Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee10-K000-062174.2.132/16/20184.12Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 11/21/20194.13Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.12/13/20204.14Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.2 2/13/20204.15Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 3/25/20204.16Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 8/12/20214.17Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 8/5/20224.18Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/10/20234.19Twentieth Supplemental Indenture, dated as of February 21, 2024, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee8-K000-062174.1 2/21/20244.20Description of Intel Securities Registered under Section 12 of the Exchange Act10-K000-062174.18 1/27/202210.1†Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023S-8000-0621799.1 9/26/202310.1.2†Intel Corporation Form of Notice of Grant - Restricted Stock Units10-Q000-0621710.1 10/25/201810.1.3†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.3 4/26/201910.1.4†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019)10-Q000-0621710.4 4/26/201910.1.5†Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019)10-Q000-0621710.5 4/26/2019 Exhibit Number" }, { "status": "UNCHANGED", "current_title": "Property, plant, and equipment, net", "prior_title": "Property, plant, and equipment, net", "current_body": "See accompanying notes. Financial StatementsConsolidated Balance Sheets59 Financial StatementsConsolidated Balance Sheets59 Financial StatementsConsolidated Balance Sheets59 59 Table of Contents Table of Contents Consolidated Statements of Cash Flows Years Ended (In Millions)Dec 28, 2024Dec 30, 2023Dec 31, 2022Cash and cash equivalents, beginning of period$7,079 $11,144 $4,827 Cash flows provided by (used for) operating activities:Net income (loss)(19,233)1,675 8,017 Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation9,951 7,847 11,128 Share-based compensation3,410 3,229 3,128 Restructuring and other charges3,491 (424)1,074 Amortization of intangibles1,428 1,755 1,907 (Gains) losses on equity investments, net(246)(42)(4,254)(Gains) losses on divestitures— — (1,059)Deferred taxes6,132 (2,033)(5,148)Impairments and net (gain) loss on retirement of property, plant, and equipment2,252 33 301 Changes in assets and liabilities:Accounts receivable(75)731 5,327 Inventories(1,105)2,097 (2,436)Accounts payable634 (801)(29)Accrued compensation and benefits(218)(614)(1,533)Income taxes(356)(1,498)613 Other assets and liabilities2,223 (484)(1,603)Total adjustments27,521 9,796 7,416 Net cash provided by (used for) operating activities8,288 11,471 15,433 Cash flows provided by (used for) investing activities:Additions to property, plant, and equipment(23,944)(25,750)(24,844)Proceeds from capital-related government incentives1,936 1,011 246 Acquisitions, net of cash acquired(82)(13)(681)Purchases of short-term investments(37,940)(44,414)(43,647)Maturities and sales of short-term investments41,463 44,077 48,730 Sales of equity investments1,047 472 4,961 Proceeds from divestitures— — 6,579 Other investing(736)576 (1,575)Net cash provided by (used for) investing activities(18,256)(24,041)(10,231)Cash flows provided by (used for) financing activities:Issuance of commercial paper, net of issuance costs7,349 — 3,945 Repayment of commercial paper(7,349)(3,944)— Partner contributions12,714 1,511 874 Proceeds from sales of subsidiary shares— 2,959 1,032 Additions to property, plant, and equipment(1,178)— — Issuance of long-term debt, net of issuance costs2,975 11,391 6,548 Repayment of debt(2,288)(423)(4,984)Proceeds from sales of common stock through employee equity incentive plans987 1,042 977 Restricted stock unit withholdings(631)(534)(486)Payment of dividends to stockholders(1,599)(3,088)(5,997)Other financing158 (409)(794)Net cash provided by (used for) financing activities11,138 8,505 1,115 Net increase (decrease) in cash and cash equivalents1,170 (4,065)6,317 Cash and cash equivalents, end of period$8,249 $7,079 $11,144 Non-cash supplemental disclosures:Acquisition of property, plant, and equipment $8,125 $4,804 $5,431 Cash paid during the year for:Interest, net of capitalized interest$987 $613 $459 Income taxes, net of refunds$2,202 $2,621 $4,282 See accompanying notes. Financial StatementsConsolidated Statements of Cash Flows60 Financial StatementsConsolidated Statements of Cash Flows60 Financial StatementsConsolidated Statements of Cash Flows60 60 Table of Contents Table of Contents Consolidated Statements of Stockholders' Equity Common Stock and Capitalin Excess of Par ValueAccumulatedOtherComprehensiveIncome (Loss)RetainedEarningsNon-Controlling InterestsTotal(In Millions, Except Per Share Amounts)Number ofSharesAmountBalance as of December 25, 2021 4,070 $28,006 $(880)$68,265 $— $95,391 Net income (loss)— — — 8,014 3 8,017 Other comprehensive income (loss)— —318 —— 318 Proceeds from sales of subsidiary sharesand partner contributions—75 ——1,831 1,906 Employee equity incentive plans and other79 1,009 — —— 1,009 Share-based compensation—3,099 ——29 3,128 Restricted stock unit withholdings(12)(609) — 123 — (486)Cash dividends declared ($1.46 per share of common stock)—— — (5,997)— (5,997)Balance as of December 31, 20224,137 $31,580 $(562)$70,405 $1,863 $103,286 Net income (loss)—— — 1,689 (14)1,675 Other comprehensive income (loss)——347 —— 347 Proceeds from sales of subsidiary sharesand partner contributions—1,620 ——2,385 4,005 Employee equity incentive plans and other107 1,044 — —— 1,044 Share-based compensation—3,088 — —141 3,229 Restricted stock unit withholdings(16)(683) — 150 — (533)Cash dividends declared ($0.74 per share of common stock)—— — (3,088)— (3,088)Balance as of December 30, 20234,228 $36,649 $(215)$69,156 $4,375 $109,965 Net income (loss)— — — (18,756)(477)(19,233)Other comprehensive income (loss)— — (496)— — (496)Net proceeds from partner contributions— 11,012 — — 1,702 12,714 Partner distributions— — — — (43)(43)Employee equity incentive plans and other123 988 — — — 988 Share-based compensation— 3,162 — — 205 3,367 Restricted stock unit withholdings(21)(862)— 231 — (631)Cash dividends declared ($0.38 per share of common stock)— — — (1,599)— (1,599)Balance as of December 28, 20244,330 $50,949 $(711)$49,032 $5,762 $105,032 Cash dividends declared ($1.46 per share of common stock) Cash dividends declared ($0.74 per share of common stock) Partner distributions Cash dividends declared ($0.38 per share of common stock) See accompanying notes. Financial StatementsConsolidated Statements of Stockholders' Equity61 Financial StatementsConsolidated Statements of Stockholders' Equity61 Financial StatementsConsolidated Statements of Stockholders' Equity61 61 Table of Contents Table of Contents Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements Note 1 : Basis of Presentation We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 2024 and 2023 were 52-week fiscal years; 2022 was a 53-week fiscal year. Fiscal 2025 is a 52-week fiscal year. Our Consolidated Financial Statements include the accounts of Intel and our wholly owned and majority-owned subsidiaries, which include entities consolidated under the variable interest and voting interest models. We have eliminated intercompany accounts and transactions. We made certain reclassifications within our Consolidated Financial Statements during 2024, and, in certain cases, adjusted prior periods to conform to the current period presentation. These reclassifications had no impact on previously reported net income (loss), cash flows, or stockholders' equity. Use of Estimates The preparation of Consolidated Financial Statements in conformity with US GAAP requires us to make estimates and judgments that affect the amounts reported in our Consolidated Financial Statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. Effective January 2023, we increased the estimated useful life of certain production machinery and equipment from 5 to 8 years. When compared to the estimated useful life in place as of the end of 2022, we estimated this change increased gross margin in 2023 by approximately $2.5 billion and decreased R&D expense by approximately $400 million. As of December 30, 2023, we estimated this change decreased ending inventory values by approximately $1.3 billion. These estimates were based on the assets in use and under construction as of the beginning of 2023 and were calculated at that point in time. Note 2 : Accounting Policies Revenue Recognition We recognize net product revenue when we satisfy performance obligations as evidenced by the transfer of control of our products or services to customers. Substantially all of our revenue is derived from product sales. Our products often include a software component, such as firmware, that is highly interdependent and interrelated with the product and is substantially accounted for as a combined performance obligation. In accordance with contract terms, the revenue for combined performance obligations and standalone product sales is recognized at the time of product shipment from our facilities or delivery to the customer location, as determined by the agreed-upon shipping terms. We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products or services. Variable consideration is estimated and reflected as an adjustment to the transaction price. We determine variable consideration, which consists primarily of various sales price concessions, by estimating the most likely amount of consideration we expect to receive from the customer based on historical analysis of customer purchase volumes. Sales rebates earned by customers are offset against their receivable balances. Rebates earned by customers when they do not have outstanding receivable balances are recorded within other accrued liabilities. We make payments to our customers through cooperative advertising programs for marketing activities for some of our products. We generally record the payment as a reduction in revenue in the period that the revenue is earned, unless the payment is for a distinct service, which we record as an expense when the marketing activities occur. Long-Lived Assets Property, Plant, and Equipment We compute depreciation using the straight-line method over the estimated useful life of assets. We also capitalize interest on borrowings related to eligible capital expenditures. Capitalized interest is added to the cost of qualified assets and depreciated over the estimated useful life. At least annually, we evaluate the period over which we expect to recover the economic value of our property, plant, and equipment, considering factors such as the process technology cadence between node transitions, changes in machinery and equipment technology, and re-use of machinery and tools across each generation of process technology. As we make manufacturing process conversions and other factory planning decisions, we use assumptions involving the use of management judgments regarding the remaining useful lives of assets, primarily process-specific semiconductor manufacturing tools and building improvements. When we determine that the useful lives of assets are shorter or longer than we had originally estimated, we adjust the rate of depreciation to reflect the assets' revised useful lives. Effective January 2023, the estimated useful lives of certain machinery and equipment in our wafer fabrication facilities were increased from 5 to 8 years. This change in estimate was applied prospectively beginning in the first quarter of 2023. Financial StatementsNotes to Consolidated Financial Statements62 Financial StatementsNotes to Consolidated Financial Statements62 Financial StatementsNotes to Consolidated Financial Statements62 Notes to Consolidated Financial Statements 62 Table of Contents Table of Contents Assets are categorized and evaluated for impairment at the lowest level of identifiable cash flows. Factors that we consider in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in our use and fungibility of the assets. If the carrying value of an asset grouping is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. Identified Intangible Assets We amortize acquisition-related intangible assets that are subject to amortization over their estimated useful lives. We perform periodic reviews of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable. These reviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines. Periodically, we also evaluate the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization. We may adjust the period over which these assets are amortized to reflect the period over which they are expected to contribute to our cash flows. Goodwill Our reporting units substantially align with our operating segments. We reevaluate our identified reporting units annually or when triggered, such as upon reorganization of our operating segments. We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. The reporting unit's carrying value used in an impairment assessment represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash, investments, and debt. The impairment assessment may include both qualitative and quantitative factors to assess the likelihood of an impairment. Qualitative factors used include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit. We may also perform a quantitative analysis to support the qualitative factors by applying sensitivities to assumptions and inputs used in measuring a reporting unit's fair value. Our quantitative impairment assessment considers both the income approach and the market approach to estimate a reporting unit's fair value. Significant estimates include market segment growth rates, our assumed market segment share, estimated gross margins, operating expenses, and discount rates based on a reporting unit's weighted average cost of capital. We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. These estimates change from year to year based on operating results, market conditions, and other factors and could materially affect the determination of the fair value and potential goodwill impairment for each reporting unit. Our quantitative assessment is sensitive to changes in underlying estimates and assumptions, the most sensitive of which is the discount rate. Inventories We compute inventory cost on a first-in, first-out basis. Our process and product development life cycle corresponds with substantive engineering milestones. These engineering milestones are regularly and consistently applied in assessing the point at which our activities and associated costs change in nature from R&D to cost of sales, and when cost of sales can be capitalized as inventory. For a product to be manufactured in high volumes and sold to our customers under our standard warranty, it must meet our rigorous technical quality specifications. We have identified the start of manufacturing volume for sale to customers as the point at which the costs incurred to manufacture our products are included in the valuation of inventory. Prior to the start of manufacturing volume for sale to customers, costs that do not meet the criteria for R&D are included in cost of sales in the period incurred. The valuation of inventory includes determining which fixed production overhead costs can be included in inventory based on the normal capacity of our manufacturing and assembly and test facilities. We apply our historical loading compared to our total available capacity to determine our expectations of normal capacity level. If the factory loading is below the established normal capacity level, a portion of our fixed production overhead costs would not be included in the cost of inventory; instead, it would be recognized as cost of sales in that period. We refer to these costs as excess capacity charges. Excess capacity charges were $174 million in 2024, $834 million in 2023, and $423 million in 2022. Inventory is valued at the lower of cost or net realizable value, based upon assumptions about future demand and market conditions. Product-specific facts and circumstances reviewed in the inventory valuation process include a review of our customer base, the stage of the product life cycle, variations in market pricing, and an assessment of selling price in relation to product cost. Lower of cost or net realizable value inventory reserves fluctuate as we ramp new process technologies, with costs generally improving over time due to scale and improved yields. Additionally, inventory valuation is impacted by cyclical changes in market conditions and the associated pricing environment. The valuation of inventory also requires us to estimate obsolete and excess inventory, as well as inventory that is not of saleable quality. We use a demand forecast to develop our short-term manufacturing plans to enable consistency between inventory valuations and build decisions. For certain new products, we have limited historical data when developing these demand forecasts. We compare the estimate of future demand to work-in-process and finished goods inventory levels to determine the amount, if any, of obsolete or excess inventory. When our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we write off amounts considered to be excess inventory. Financial StatementsNotes to Consolidated Financial Statements63 Financial StatementsNotes to Consolidated Financial Statements63 Financial StatementsNotes to Consolidated Financial Statements63 Notes to Consolidated Financial Statements 63 Table of Contents Table of Contents Government Incentives Government incentives, including cash grants and refundable tax credits, are recognized when there is reasonable assurance that the incentive will be received and we will comply with the conditions specified in the agreement or statutory requirements. We record capital-related incentives as a reduction to property, plant, and equipment, net within our Consolidated Balance Sheets and recognize a reduction to depreciation expense over the useful life of the corresponding acquired asset. We record operating-related incentives as a reduction to expense in the same line item on the Consolidated Statements of Operations as the expenditure for which the incentive is intended to compensate. Fair Value When determining fair value, we consider the principal or most advantageous market in which we would transact, as well as assumptions that market participants would use when pricing the asset or liability. Our financial assets are measured and recorded at fair value on a recurring basis, except for equity securities measured using the measurement alternative, equity method investments, certain other receivables, and grants receivable. We assess fair value hierarchy levels for our issued debt and fixed-income investment portfolio based on the underlying instrument type. The three levels of inputs that may be used to measure fair value are: ▪Level 1. Quoted prices in active markets for identical assets or liabilities. We evaluate security-specific market data when determining whether a market is active. ▪Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets, or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. We use yield curves, overnight indexed swap curves, currency spot and forward rates, and credit ratings as significant inputs in our valuations. Level 2 inputs also include non-binding market consensus prices, as well as quoted prices that were adjusted for security-specific restrictions. When we use non-binding market consensus prices, we corroborate them with quoted market prices for similar instruments or compare them to output from internally developed pricing models such as discounted cash flow models. ▪Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help confirm that the fair value measurements are reasonable and consistent with market experience in similar asset and liability classes. Level 3 inputs also include non-binding market consensus prices, non-binding broker quotes, and probability-weighted outcomes that we are unable to corroborate with observable market data. Equity Investments We regularly invest in equity securities of public and private companies to promote business and strategic objectives. Equity investments are measured and recorded as follows: ▪Marketable equity investments are equity securities with RDFV that are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. ▪Non-marketable equity investments are equity securities without RDFV that are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. ▪Equity method investments are equity securities in investees we do not control but over which we have the ability to exercise significant influence. Equity method investments are measured at cost minus impairment, if any, plus or minus our share of equity method investee income or loss. Realized and unrealized gains and losses resulting from changes in fair value or the sale of our equity investments are recorded in gains (losses) on equity investments, net. The carrying value of our non-marketable equity investments is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities in an orderly transaction by the same issuer. Determining whether an observed transaction is similar to a security within our portfolio requires judgment based on the rights and preferences of the securities. Non-marketable equity investments and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. Our quarterly impairment analysis considers both qualitative and quantitative factors. When indicators of impairment exist, we prepare quantitative assessments of the fair value of our non-marketable equity investments using both the market and income approaches. Financial StatementsNotes to Consolidated Financial Statements64 Financial StatementsNotes to Consolidated Financial Statements64 Financial StatementsNotes to Consolidated Financial Statements64 Notes to Consolidated Financial Statements 64 Table of Contents Table of Contents ▪Non-marketable equity investments are tested for impairment using a qualitative model similar to the model used for goodwill and property, plant, and equipment. Upon determining that an impairment may exist, the security's fair value is calculated and compared to its carrying value, and an impairment is recognized immediately if the carrying value exceeds the fair value. ▪Equity method investments are subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below cost and our ability and intent to hold the investment for a sufficient period of time to allow for recovery. Impairments of non-marketable equity investments are recorded in gains (losses) on equity investments, net. Derivative Financial Instruments Our primary objective for holding derivative financial instruments is to manage currency exchange rate risk and interest rate risk, and, to a lesser extent, equity market risk, commodity price risk, and credit risk. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We also enter into collateral security arrangements with certain of our counterparties to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. For presentation on our Consolidated Balance Sheets, we do not offset fair value amounts recognized for derivative instruments under master netting arrangements. Our derivative financial instruments, including related collateral amounts, are presented at fair value on a gross basis and are included in other current assets, other long-term assets, other accrued liabilities, or other long-term liabilities. Cash flow hedges use foreign currency contracts, such as currency forwards and currency swaps, to hedge exposures for variability in the US-dollar equivalent of non-US-dollar-denominated cash flows associated with our forecasted operating and capital purchases spending. The after-tax gains or losses from the effective portion of a cash flow hedge are reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the Consolidated Statements of Operations as the impact of the hedge transaction. For foreign currency contracts hedging our capital purchases, forward points are excluded from the hedge effectiveness assessment, and are recognized in earnings in the same income statement line item used to present the earnings effect of the hedged item. If the cash flow hedge transactions become improbable, the corresponding amounts deferred in accumulated other comprehensive income (loss) would be immediately reclassified to interest and other, net. Cash flows associated with these derivatives are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item. Fair value hedges use interest rate contracts, such as interest rate swaps, to hedge against changes in the fair value on certain of our fixed-rate indebtedness attributable to changes in the benchmark interest rate. The gains or losses on these hedges, as well as the offsetting losses or gains related to the changes in the fair value of the underlying hedged item attributable to the hedged risk, are recognized in earnings in the current period, primarily in interest and other, net. Cash flows associated with these derivatives are classified in the Consolidated Statements of Cash Flows in the same section as the underlying item, primarily within net cash provided by (used for) financing activities. Non-designated hedges use foreign currency contracts to economically hedge the functional currency equivalent cash flows of recognized monetary assets and liabilities, and non-US-dollar-denominated debt instruments classified as hedged investments. We also use interest rate contracts to hedge interest rate risk related to our US-dollar-denominated fixed-rate debt investments classified as hedged investments. The change in fair value of non-designated derivatives is recorded through earnings in the line item on the Consolidated Statements of Operations to which the derivatives most closely relate, primarily in interest and other, net. Changes in the fair value of the underlying assets and liabilities associated with the hedged risk are generally offset by the changes in the fair value of the related derivatives. Non-designated hedges use foreign currency contracts to economically hedge the functional currency equivalent cash flows of recognized monetary assets and liabilities, and non-US-dollar-denominated debt instruments classified as hedged investments. We also use interest rate contracts to hedge interest rate risk related to our US-dollar-denominated fixed-rate debt investments classified as hedged investments. The change in fair value of non-designated derivatives is recorded through earnings in the line item on the Consolidated Statements of Operations to which the derivatives most closely relate, primarily in interest and other, net Debt Investments Debt investments include investments in corporate debt, government debt, and financial institution instruments. Unhedged debt investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents. Unhedged debt investments with original maturities at the date of purchase greater than approximately three months and all economically hedged debt investments are classified as short-term investments, as they represent the investment of cash available for current operations. Debt investments include investments in corporate debt, government debt, and financial institution instruments. Unhedged debt investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents . Unhedged debt investments with original maturities at the date of purchase greater than approximately three months and all economically hedged debt investments are classified as short-term investments For certain of our marketable debt investments, we economically hedge market risks at inception with a related derivative instrument, or the marketable debt investment itself is used to economically hedge currency exchange rate risk from remeasurement. These hedged investments are reported at fair value. Gains or losses on these investments arising from changes in fair value due to interest rate and currency market fluctuations and credit market volatility, largely offset by losses or gains on the related derivative instruments and balance sheet remeasurement, are recorded in interest and other, net. Our remaining unhedged marketable debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded in accumulated other comprehensive income (loss). We determine the cost of the investment sold at the individual security level and record the interest income and realized gains or losses on the sale of these investments in interest and other, net. Financial StatementsNotes to Consolidated Financial Statements65 Financial StatementsNotes to Consolidated Financial Statements65 Financial StatementsNotes to Consolidated Financial Statements65 Notes to Consolidated Financial Statements 65 Table of Contents Table of Contents Unhedged debt investments are subject to periodic impairment reviews. For investments in an unrealized loss position, we determine whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, and reasonable and supportable forecasts of economic conditions. We recognize an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and write down the amortized cost basis of the investment if it is more likely than not we will be required or we intend to sell the investment before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in interest and other, net, and unrealized losses not related to credit losses are recognized in accumulated other comprehensive income (loss). Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist principally of investments in debt instruments, derivative financial instruments, reverse repurchase agreements, and trade and other receivables. We generally place investments with high-credit-quality counterparties and, by policy, we limit the amount of credit exposure to any one counterparty based on our analysis of that counterparty's relative credit standing. As required per our investment policy, substantially all of our investments in debt instruments are in investment-grade instruments. Credit-rating criteria for derivative instruments are similar to those for other investments. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. Due to master netting arrangements, the amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which the counterparty's obligations exceed our obligations with that counterparty. As of December 28, 2024, our total credit exposure to any single counterparty, excluding money market funds invested in US treasury and US agency securities and reverse repurchase agreements collateralized by treasury and agency securities, did not exceed $1.4 billion. To further reduce credit risk, we enter into collateral security arrangements with certain of our derivative counterparties and obtain and secure collateral from counterparties against obligations, including securities lending transactions when we deem it appropriate. Cash collateral exchanged under our collateral security arrangements is included in other current assets, other long-term assets, other accrued liabilities, or other long-term liabilities. For reverse repurchase agreements collateralized by other securities, we do not record the collateral as an asset or a liability unless the collateral is repledged. A substantial majority of our trade receivables are derived from sales to OEMs and ODMs. We also have accounts receivable derived from sales to industrial and communications equipment manufacturers in the computing and communications industries. We believe the net accounts receivable balances from our three largest customers (47% as of December 28, 2024) do not represent a significant credit risk, based on cash flow forecasts, balance sheet analysis, and past collection experience. We have adopted credit policies and standards intended to accommodate industry growth and inherent risk. We believe credit risks are moderated by the financial stability of our major customers. We assess credit risk through quantitative and qualitative analysis. From this analysis, we establish shipping and credit limits and determine whether we will seek to use one or more credit support protection devices, such as obtaining a parent guarantee, standby letter of credit, or credit insurance. Variable Interest Entities We have economic interests in entities that are VIEs. If we conclude we are the primary beneficiary of the VIE, we are required to consolidate the entity in our financial statements. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide services to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is a VIE and, if so, whether we are the primary beneficiary. Non-Controlling Interests Our Consolidated Financial Statements include the accounts of majority-owned subsidiaries consolidated under the variable interest and voting interest models. Non-controlling interests represent the portion of equity not attributable to Intel and are reported as a separate component of equity, net of tax and transaction costs, on our Consolidated Balance Sheets. Net income (loss) and comprehensive income (loss) for majority-owned subsidiaries are attributed to Intel and to non-controlling interest holders on our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) based on respective ownership percentages. We account for changes in ownership of our majority-owned subsidiaries as equity transactions when we retain a controlling financial interest. Financial StatementsNotes to Consolidated Financial Statements66 Financial StatementsNotes to Consolidated Financial Statements66 Financial StatementsNotes to Consolidated Financial Statements66 Notes to Consolidated Financial Statements 66 Table of Contents Table of Contents Business Combinations We allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions based on their estimated fair values at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments in determining the fair value of the following: ▪inventory; property, plant, and equipment; pre-existing liabilities or legal claims; and contingent consideration; each as may be applicable; ▪intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, and our assumed market segment share, as well as the estimated useful life of intangible assets; ▪deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date; and ▪goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Our assumptions and estimates are based upon comparable market data and information obtained from our management and the management of the acquired companies. These assumptions and estimates are used to value assets acquired and liabilities assumed, and to allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. During the measurement period, which may be up to one year from the business acquisition date, we may recognize adjustments to the assets acquired, liabilities assumed, and related goodwill. Employee Equity Incentive Plans We use the straight-line amortization method to recognize share-based compensation expense over the service period of the award, net of estimated forfeitures. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of RSUs, we eliminate deferred tax assets for options and RSUs with multiple vesting dates for each vesting period on a first-in, first-out basis as if each vesting period were a separate award. For the majority of RSUs granted, the number of shares of common stock issued on the date the RSUs vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. The obligation to pay the relevant taxing authority is contingent upon continued employment. In addition, the amount of the obligation is unknown, as it is based in part on the market price of our common stock when the awards vest. Income Taxes We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. Recovery of a portion of our deferred tax assets is affected by management's plans with respect to holding or disposing of certain investments; therefore, such changes could also affect our future provision for taxes. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to unrecognized tax benefits within the provision for (benefit from) taxes on the Consolidated Statements of Operations. We recognize the tax impact of including certain foreign earnings in US taxable income as a period cost. We have recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of certain non-US earnings or for outside basis differences in our subsidiaries, because we do not plan to indefinitely reinvest such earnings and basis differences. Remittances of non-US earnings are based on estimates and judgments of projected cash flow needs, as well as the working capital and investment requirements of our non-US and US operations. Material changes in our estimates of cash, working capital, and investment needs in various jurisdictions could require repatriation of indefinitely reinvested non-US earnings, which could be subject to applicable non-US income and withholding taxes. Leases Leases consist of real property and machinery and equipment. Our lease terms may include options to extend or terminate when it is reasonably certain that we will exercise such options. For leases for supplier capacity, we account for the lease and non-lease components as a single lease component. For all other leases, we account for the lease and non-lease components separately and do not include the non-lease components in our leased assets and corresponding liabilities. Payments on leases may be fixed or variable, and variable lease payments are based on output of the underlying leased assets. Financial StatementsNotes to Consolidated Financial Statements67 Financial StatementsNotes to Consolidated Financial Statements67 Financial StatementsNotes to Consolidated Financial Statements67 Notes to Consolidated Financial Statements 67 Table of Contents Table of Contents Loss Contingencies We are subject to loss contingencies, including various legal and regulatory proceedings, asserted and potential claims, liabilities related to repair or replacement of parts in connection with product defects, as well as product warranties and potential asset impairments that arise in the ordinary course of business and are subject to change, including due to sudden or rapid developments in proceedings or claims. An estimated loss from such contingencies is recognized as a charge to income if it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. We evaluate developments that could affect prior disclosures or previously accrued liabilities, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being, and the estimated amount of, a loss related to such matters. If one or more of these matters were resolved against us for amounts in excess of management's estimates of losses, our results of operations and financial condition could be materially adversely affected. Note 3 : Operating Segments We previously announced the implementation of our internal foundry operating model, which took effect in the first quarter of 2024, and creates a foundry relationship between our Intel Products business (collectively CCG, DCAI, and NEX) and our Intel Foundry business. Intel Products consists substantially of design and development of CPUs and related solutions for external customers. Intel Foundry consists substantially of process engineering, manufacturing, and foundry services groups that provide manufacturing, test, and assembly services to our Intel Products business and to external customers. Both businesses utilize marketing, sales, and other support functions. Our internal foundry model is a key component of our strategy and is designed to reshape our operational dynamics and drive greater transparency, accountability, and focus on costs and efficiency. We also previously announced our intent to operate Altera as a standalone business. Altera was previously included in our DCAI segment results and, beginning in the first quarter of 2024, is included in \"all other.\" As a result of these changes, we modified our segment reporting in the first quarter of 2024 to align to this new operating model. All prior period segment data has been retrospectively adjusted to reflect the way our CODMs internally receive information and manage and monitor our operating segment performance. There are no changes to our Consolidated Financial Statements for any prior periods. We organize our business as follows: ▪Intel Products: ▪Client Computing Group (CCG) ▪Data Center and AI (DCAI) ▪Network and Edge (NEX) ▪Intel Foundry ▪All other: ▪Altera ▪Mobileye ▪Other CCG, DCAI, and Intel Foundry qualify as reportable operating segments. NEX, Altera, and Mobileye do not qualify as reportable operating segments; however, we have elected to disclose certain of their results. When we enter into federal contracts, they are aligned to the sponsoring operating segment. The accounting policies applied to our segments follow those applied to Intel as a whole. A summary of the basis for which we report our operating segment revenues and operating margin is as follows: Intel Products: CCG, DCAI, and NEX ▪Segment revenue: Consists of revenues from external customers. Our Intel Products operating segments represent most of Intel consolidated revenue and are derived from our principal products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package, which are based on Intel architecture. ▪Segment expenses: Consists of intersegment charges for product manufacturing and related services from Intel Foundry, external foundry and other manufacturing expenses, product development costs, allocated expenses as described below, and direct operating expenses. Financial StatementsNotes to Consolidated Financial Statements68 Financial StatementsNotes to Consolidated Financial Statements68 Financial StatementsNotes to Consolidated Financial Statements68 Notes to Consolidated Financial Statements 68 Table of Contents Table of Contents Intel Foundry ▪Segment revenue: Consists substantially of intersegment product and services revenue for wafer fabrication, substrates and other related products, and services sold to Intel Products, Altera, and certain other Intel internal businesses. We recognize intersegment revenue based on the completion of performance obligations. Product revenue is recognized upon transfer of ownership, which is generally at the completion of wafer sorting. Backend service revenue is recognized upon the completion of assembly and test milestones, which approximates the recognition of revenue over the service period. Intersegment sales are recorded at prices that are intended to approximate market pricing. Intel Foundry also includes certain third-party foundry and assembly and test revenue from external customers that totaled $385 million in 2024, $953 million in 2023, and $474 million in 2022. ▪Segment expenses: Consists of direct expenses for technology development, product manufacturing and services provided by Intel Foundry to internal and external customers, allocated expenses as described below, and direct operating expenses. Direct expenses for product manufacturing include excess capacity charges. All Other Our \"all other\" category includes the results of operations from other non-reportable segments not otherwise presented, including our Altera and Mobileye businesses, start-up businesses that support our initiatives, and historical results of operations from divested businesses. The financial results of our all other category include intersegment product and services revenue and intersegment expenses. We allocate operating expenses from our sales and marketing group to the Intel Products operating segments and allocate operating expenses from our finance and administration groups to all of our operating segments, except Mobileye. We estimate that the substantial majority of our consolidated depreciation expense was incurred by Intel Foundry in 2024, 2023, and 2022. Intel Foundry depreciation expense is substantially included in overhead cost pools and then combined with other costs, and subsequently absorbed into inventory as each product passes through the manufacturing process and is sold to Intel Products or other customers. As a result, it is impracticable to determine the total depreciation expense included as a component of each Intel Products operating segment's operating income (loss). We do not allocate to our operating segments corporate operating expenses that primarily consist of: ▪restructuring and other charges; ▪share-based compensation; ▪certain impairment charges; and ▪certain acquisition-related adjustments, including amortization and any impairment of acquisition-related intangibles and goodwill. We do not allocate to our operating segments non-operating items such as: ▪gains and losses from equity investments; ▪interest and other income; and ▪income taxes. Our interim Co-Chief Executive Officers are our CODMs. The CODMs primarily use operating income (loss) to evaluate each segment's performance and allocate resources. This measure is utilized during our budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, capital investments, and personnel across all operating segments. While operating income (loss) is the primary measure used by our CODMs to allocate resources, they often review materials that present operating segment gross margin. Accordingly, we have included gross margin as a secondary measure within the accompanying reconciliation of our operating segment and consolidated results. The measures regularly provided to and used by our CODMs under our new operating model continue to evolve; currently, our CODMs do not regularly review or receive discrete asset information by operating segment. Intersegment eliminations: Intersegment sales and related gross margin on inventory recorded at the end of the period or sold through to third-party customers is eliminated for consolidation purposes. The Intel Products operating segments and Intel Foundry are meant to reflect separate fabless semiconductor and foundry companies, respectively. Thus, certain intersegment activity is captured within the intersegment eliminations upon consolidation and presented at the Intel consolidated level. This activity primarily relates to inventory reserves, which are determined and recorded based on our accounting policies for Intel as a whole, but are only recorded by the Intel Products operating segments upon transfer of inventory from Intel Foundry. If a reserve is identified that relates to neither Intel Products operating segments nor Intel Foundry, the reserve is recognized as activity within the intersegment eliminations for Intel on a consolidated basis. Financial StatementsNotes to Consolidated Financial Statements69 Financial StatementsNotes to Consolidated Financial Statements69 Financial StatementsNotes to Consolidated Financial Statements69 Notes to Consolidated Financial Statements 69 Table of Contents Table of Contents Net revenue, cost of sales, gross margin, operating expenses, and operating income (loss) for each period were as follows:" }, { "status": "UNCHANGED", "current_title": "(In Millions)", "prior_title": "(In Millions)", "current_body": "Restructuring and other charges1 (In Millions)Dec 31, 2022Cost of SalesOperating ExpensesTotalAcquisition-related costs$1,341 $185 $1,526 Share-based compensation663 2,465 3,128 Patent settlement204 — 204 Optane inventory impairment723 — 723 Restructuring and other charges1— 2 2 Other(56)106 50 Total corporate unallocated expenses$2,875 $2,758 $5,633" }, { "status": "UNCHANGED", "current_title": "Number of Stock Units Outstanding (In Millions)", "prior_title": "Number of Stock Units Outstanding (In Millions)", "current_body": "The aggregate fair value of awards that vested in 2024 was $2.4 billion ($2.2 billion in 2023 and $2.0 billion in 2022), which represents the market value of our common stock on the date that the RSUs vested. The grant-date fair value of awards that vested in 2024 was $3.4 billion ($2.7 billion in 2023 and $2.5 billion in 2022). The number of RSUs vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures. As of December 28, 2024, unrecognized compensation costs related to RSUs granted under our equity incentive plans were $2.7 billion. We expect to recognize those costs over a weighted average period of 1.1 years. Stock Purchase Plan The 2006 ESPP allows eligible employees to purchase shares of our common stock at 85% of the value of our common stock on specific dates. Under the 2006 ESPP, 523 million shares of common stock are authorized for issuance through August 2026. As of December 28, 2024, 118 million shares of common stock remained available for issuance. Employees purchased 39 million shares of common stock in 2024 for $972 million under the 2006 ESPP (43 million shares of common stock for $1.0 billion in 2023 and 27 million shares of common stock for $931 million in 2022). As of December 28, 2024, unrecognized share-based compensation costs related to rights to acquire shares of common stock under the 2006 ESPP totaled $63 million. We expect to recognize those costs over a period of approximately two months. Financial StatementsNotes to Consolidated Financial Statements95 Financial StatementsNotes to Consolidated Financial Statements95 Financial StatementsNotes to Consolidated Financial Statements95 Notes to Consolidated Financial Statements 95 Table of Contents Table of Contents Note 19 : Commitments and Contingencies Leases We recognized operating leased assets in other long-term assets of $457 million ($505 million in 2023) and corresponding accrued liabilities of $181 million ($142 million in 2023), and other long-term liabilities of $279 million as of December 28, 2024 ($289 million in 2023). Our operating leases have remaining terms of 1 to 12 years and may include options to extend the leases for up to 37 years. The weighted average remaining lease term was 6.5 years, and the weighted average discount rate was 4.9% as of December 28, 2024 for our operating leases. other long-term assets other long-term assets Operating lease expense was $248 million in 2024 ($407 million in 2023 and $729 million in 2022), including $98 million in variable lease expense in 2024 ($213 million in 2023 and $551 million in 2022). We recognized finance leased assets in property, plant, and equipment of $470 million as of December 28, 2024 ($619 million as of December 30, 2023) of which the majority is related to a prepaid finance lease for supplier capacity. This lease will commence upon start of supplier production and has a term of 6 years. We also incurred non-cash impairment charges of $83 million on certain operating leased assets as a direct result of the 2024 Restructuring Plan (see \"Note 7: Restructuring and Other Charges\" within Notes to Consolidated Financial Statements). These charges were included within restructuring and other in the third quarter of 2024. Discounted and undiscounted lease payments under non-cancelable leases as of December 28, 2024, were as follows: (In Millions)20252026202720282029 ThereafterTotalOperating lease payments$112 $74 $59 $46 $42 $119 $452 Finance lease payments$107 $106 $16 $6 $— $— $235 Present value of lease payments$614 Commitments Commitments for capital expenditures totaled $20.0 billion as of December 28, 2024 ($27.5 billion as of December 30, 2023), a majority of which will be due within the next 12 months. Other purchase obligations and commitments totaled approximately $7.0 billion as of December 28, 2024 (approximately $8.3 billion as of December 30, 2023). Other purchase obligations and commitments include payments due under supply agreements and various types of licenses and agreements to purchase goods or services. Contractual obligations for purchases of goods or services relate to agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. Other purchase obligations reflect the non-cancelable portion or the minimum cancellation fee under the agreement. Other purchase commitments also include our unrecognized commitment to fund our respective share of the total construction costs of Arizona SCIP in connection with the definitive agreement entered into with Brookfield during 2022. Our remaining unfunded contribution was $10.5 billion as of December 28, 2024. Legal Proceedings We are regularly party to various ongoing claims, litigation, and other proceedings, including those noted in this section. As of December 28, 2024, we have accrued a charge of $1.0 billion related to litigation involving VLSI and a charge of $401 million related to an EC-imposed fine, both as described below. Excluding the VLSI claims described below, management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends; however, legal proceedings and related government investigations are subject to inherent uncertainties, and unfavorable rulings, excessive verdicts, or other events could occur. Unfavorable resolutions could include substantial monetary damages, fines, or penalties. Certain of these outstanding matters include speculative, substantial, or indeterminate monetary awards. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices, or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, and overall trends. We might also conclude that settling one or more such matters is in the best interests of our stockholders, employees, and customers, and any such settlement could include substantial payments. Except as specifically described below, we have not concluded that settlement of any of the legal proceedings noted in this section is appropriate at this time. In addition, in the second quarter of 2024, we accrued a charge of $780 million within restructuring and other related to three separate confidential settlement agreements with R2, Third Point, and TRGP (see R2 Semiconductor Patent Litigation below). The remaining unpaid liability was $655 million as of December 28, 2024. Financial StatementsNotes to Consolidated Financial Statements96 Financial StatementsNotes to Consolidated Financial Statements96 Financial StatementsNotes to Consolidated Financial Statements96 Notes to Consolidated Financial Statements 96 Table of Contents Table of Contents European Commission Competition Matter In 2009, the EC found that we had used unfair business practices to persuade customers to buy microprocessors in violation of Article 82 of the EC Treaty (later renumbered Article 102) and Article 54 of the European Economic Area Agreement. In general, the EC found that we violated Article 82 by offering alleged “conditional rebates and payments” that required customers to purchase all or most of their x86 microprocessors from us and by making alleged “payments to prevent sales of specific rival products.” The EC ordered us to end the alleged infringement referred to in its decision and imposed a €1.1 billion fine, which we paid in the third quarter of 2009. We appealed the EC decision to the European Court of Justice in 2014, after the General Court (then called the Court of First Instance) rejected our appeal of the EC decision in its entirety. In September 2017, the Court of Justice sent the case back to the General Court to examine whether the rebates at issue were capable of restricting competition. In January 2022, the General Court annulled the EC's 2009 findings against us regarding rebates, as well as the €1.1 billion fine imposed on Intel, which was returned to us in February 2022. The General Court's January 2022 decision did not annul the EC's 2009 finding that we made payments to prevent sales of specific rival products. In April 2022, the EC appealed the General Court's findings regarding rebates to the Court of Justice. In October 2024, the Court of Justice dismissed the EC's appeal, upholding the judgment of the General Court. In September 2023, the EC imposed a €376 million ($401 million) fine against us based on its 2009 finding that we made payments to prevent sales of specific rival products. We have appealed the EC's decision. We have accrued a charge for the fine and are unable to make a reasonable estimate of the potential loss or range of losses in excess of this amount given the procedural posture and the nature of these proceedings. In a related matter, in April 2022, we filed applications with the General Court seeking an order requiring the EC to pay us approximately €593 million ($647 million) in default interest on the original €1.1 billion ($1.2 billion) fine that was held by the EC for 12 years. In November 2024, the EC paid us approximately €516 million ($560 million) in settlement of the applications. Litigation Related to Security Vulnerabilities In June 2017, a Google research team notified Intel and other companies that it had identified security vulnerabilities, the first variants of which are now commonly referred to as “Spectre” and “Meltdown,” that affect many types of microprocessors, including our products. As is standard when findings like these are presented, we worked together with other companies in the industry to verify the research and develop and validate software and firmware updates for impacted technologies. In January 2018, information on the security vulnerabilities was publicly reported, before software and firmware updates to address the vulnerabilities were made widely available. Consumer class action lawsuits against us were pending in the US and Canada. The plaintiffs, who purport to represent various classes of purchasers of our products, generally claim to have been harmed by our actions and/or omissions in connection with Spectre, Meltdown, and other variants of this class of security vulnerabilities that have been identified since 2018, and assert a variety of common law and statutory claims seeking monetary damages and equitable relief. In the US, class action suits filed in various jurisdictions between 2018 and 2021 were consolidated for all pretrial proceedings in the US District Court for the District of Oregon, which entered final judgment in favor of Intel in July 2022 based on plaintiffs' failure to plead a viable claim. The Ninth Circuit Court of Appeals affirmed the district court's judgment in November 2023, ending the litigation. In November 2023, new plaintiffs filed a consumer class action complaint in the US District Court for the Northern District of California with respect to a further vulnerability variant disclosed in August 2023 and commonly referred to as “Downfall.” In August 2024, the district court dismissed plaintiffs' complaint for failure to plead a viable claim. Plaintiffs filed an amended complaint in September 2024, which we moved to dismiss in October 2024. In Canada, an initial status conference has not yet been scheduled in one case relating to Spectre and Meltdown pending in the Superior Court of Justice of Ontario, and a stay of a second case pending in the Superior Court of Justice of Quebec is in effect. Additional lawsuits and claims may be asserted seeking monetary damages or other related relief. Given the procedural posture and the nature of these cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from these matters. Litigation Related to Segment Reporting and Internal Foundry Model A securities class action lawsuit was filed in the US District Court for the Northern District of California in May 2024 against us and certain officers following the modification of our segment reporting in the first quarter of 2024 to align to our new internal foundry operating model. In August 2024 the court ordered the case consolidated with a second, similar lawsuit, and in October 2024 plaintiffs filed an amended consolidated complaint generally alleging that defendants violated the federal securities laws by making false or misleading statements about the growth and prospects of the foundry business and seeking monetary damages on behalf of all persons and entities that purchased or otherwise acquired our common stock or purchased call options or sold put options on our common stock from January 25, 2024 through August 1, 2024. We filed a motion to dismiss the amended consolidated complaint in December 2024. Given the procedural posture and the nature of the case, including that it is in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class being certified or the ultimate size of any class if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from the matter. Financial StatementsNotes to Consolidated Financial Statements97 Financial StatementsNotes to Consolidated Financial Statements97 Financial StatementsNotes to Consolidated Financial Statements97 Notes to Consolidated Financial Statements 97 Table of Contents Table of Contents Several stockholder derivative lawsuits have been filed in the Delaware state and federal courts since the filing of the securities class action lawsuit alleging that our directors and certain officers breached their fiduciary duties and violated the federal securities laws by making or allowing the statements that are challenged in the securities class action lawsuit. A similar derivative lawsuit was filed in the US District Court for the Northern District of California in December 2024, and transferred to the Delaware federal court in January 2025. In each derivative lawsuit, the plaintiff seeks to recover damages from the defendants on behalf of Intel. By stipulation of the parties, the Delaware state and federal courts have ordered the cases before them stayed pending certain developments in the securities class action lawsuit. Litigation Related to Patent and IP Claims We have had IP infringement lawsuits filed against us, including but not limited to those discussed below. Most involve claims that certain of our products, services, and technologies infringe others' IP rights. Adverse results in these lawsuits may include awards of substantial fines and penalties, costly royalty or licensing agreements, or orders preventing us from offering certain features, functionalities, products, or services. As a result, we may have to change our business practices, and develop non-infringing products or technologies, which could result in a loss of revenue for us and otherwise harm our business. In addition, certain agreements with our customers require us to indemnify them against certain IP infringement claims, which can increase our costs as a result of defending such claims, and may require that we pay significant damages, accept product returns, or supply our customers with non-infringing products if there were an adverse ruling in any such claims. In addition, our customers and partners may discontinue the use of our products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of revenue and adversely affect our business. VLSI Technology LLC v. Intel In October 2017, VLSI Technology LLC (VLSI) filed a complaint against us in the US District Court for the Northern District of California alleging that various Intel FPGA and processor products infringe eight patents VLSI acquired from NXP Semiconductors, N.V. (NXP). VLSI sought damages, attorneys' fees, costs, and interest. Intel prevailed on all eight patents and the court entered final judgment in April 2024. VLSI appealed the Court's judgment of non-infringement as to one of the eight patents. In April 2019, VLSI filed three infringement suits against us in the US District Court for the Western District of Texas accusing various of our processors of infringement of eight additional patents it had acquired from NXP: ▪The first Texas case went to trial in February 2021, and the jury awarded VLSI $1.5 billion for literal infringement of one patent and $675 million for infringement of another patent under the doctrine of equivalents. In April 2022, the court entered final judgment, awarding VLSI $2.2 billion in damages and approximately $162 million in pre-judgment and post-judgment interest. We appealed the judgment to the Federal Circuit Court of Appeals, including the court's rejection of Intel's claim to have a license from Fortress Investment Group's acquisition of Finjan. The Federal Circuit Court heard oral argument in October 2023. In December 2023, the Federal Circuit reversed the finding of infringement as to the patent for which VLSI was awarded $675 million. The Federal Circuit affirmed the finding of infringement as to the patent for which VLSI had been awarded $1.5 billion, but vacated the damages award and sent the case back to the trial court for further damages proceedings on that patent. The Federal Circuit also ruled that Intel can advance the defense that it is licensed to VLSI's patents. In December 2021 and January 2022 the Patent Trial and Appeal Board (PTAB) instituted Inter Partes Reviews (IPR) on the claims found to have been infringed in the first Texas case, and in May and June 2023 found all of those claims unpatentable; VLSI has appealed the PTAB's decisions. In April 2024, Intel moved to add the defense that it is licensed to VLSI's patents. The motion remains pending. ▪The second Texas case went to trial in April 2021, and the jury found that we do not infringe the asserted patents. VLSI had sought approximately $3.0 billion for alleged infringement, plus enhanced damages for willful infringement. In September 2024, the court denied VLSI's motion for a new trial. Other post-trial motions remain pending, and the court has not yet entered final judgment. ▪The third Texas case went to trial in November 2022, with VLSI asserting one remaining patent. The jury found the patent valid and infringed, and awarded VLSI approximately $949 million in damages, plus interest and a running royalty. The court has not yet entered final judgment. In February 2023, we filed motions for a new trial and for judgment as a matter of law notwithstanding the verdict on various grounds. Further appeals are possible. In April 2024, Intel moved to add the defense that it is licensed to VLSI's patents, and the court granted Intel's motion that same month. Trial on the license defense has been set for May 2025. In May 2019, VLSI filed a case in Shenzhen Intermediate People's Court against Intel, Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserted one patent against certain Intel Core processors. Defendants filed an invalidation petition in October 2019 with the China National Intellectual Property Administration (CNIPA) which held a hearing in September 2021. The Shenzhen court held trial proceedings in July 2021 and September 2023. VLSI sought an injunction as well as RMB 1.3 million in costs and expenses, but no damages. In September 2023, the CNIPA invalidated every claim of the asserted patent. In November 2023, the trial court dismissed VLSI's case. In May 2019, VLSI filed a case in Shanghai Intellectual Property Court against Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. asserting one patent against certain Intel core processors. The court held a trial hearing in December 2020, where VLSI requested expenses (RMB 300 thousand) and an injunction. In December 2022, we filed a petition to invalidate the patent at issue. In February 2024, the patent was found not invalid, and Intel appealed the decision in May 2024. The appeal remains pending. The court held a second trial hearing in May 2022, and in October 2023, issued a decision finding no infringement and dismissing all claims. In November 2023, VLSI appealed the finding of non-infringement to the Supreme People's Court. The Supreme People's Court held an evidentiary hearing in October 2024, and a trial in November 2024. Financial StatementsNotes to Consolidated Financial Statements98 Financial StatementsNotes to Consolidated Financial Statements98 Financial StatementsNotes to Consolidated Financial Statements98 Notes to Consolidated Financial Statements 98 Table of Contents Table of Contents In July 2024, Intel filed suit against VLSI in US District Court for the District of Delaware requesting the court find Intel is licensed to VLSI's patents. In September 2024, VLSI filed motions requesting that Intel's complaint be dismissed, transferred, or stayed. As of December 28, 2024, we have accrued a charge of approximately $1.0 billion related to the VLSI litigation. While we dispute VLSI's claims and intend to vigorously defend against them, we are unable to make a reasonable estimate of losses in excess of recorded amounts given recent developments and future proceedings. R2 Semiconductor Patent Litigation In November 2022, R2 Semiconductor, Inc. (R2) filed a lawsuit in the High Court of Justice in the UK against Intel Corporation (UK) Limited and Intel Corporation, and a lawsuit in the Dusseldorf Regional Court in Germany against Intel Deutschland GmbH and certain Intel customers. R2 asserts one European patent is infringed by Intel's Ice Lake, Tiger Lake, Alder Lake, and Ice Lake Server (Xeon) processors (the accused products), and customer servers and laptops that contain those processors. In July 2024, the UK High Court of Justice found the UK part of R2's European patent invalid. In February 2024, the Dusseldorf court found Intel's processors infringe and issued an injunction and recall order against Intel and its customers. In March 2024, R2 asserted the same patent against Fujitsu and Amazon Web Services in Dusseldorf Regional Court, accusing Ice Lake and Sapphire Rapids in the AWS suit; and Tiger Lake, Ice Lake, Alder Lake, Raptor Lake, and Sapphire Rapids in the Fujitsu suit. R2 seeks an injunction, recall, and damages. Intel is indemnifying and defending its customers. In March 2024, Intel Corporation Italia S.P.A. filed an action in the Tribunale di Milano seeking an order that Intel processors do not infringe R2's patent. In May 2024, R2 filed suit in Milan against Intel Corporation Italia S.P.A. and Italian affiliates of customers Dell, HP, and HPE, accusing Intel's Ice Lake (server and client), Tiger Lake, Alder Lake, and Raptor Lake processors of infringing its patent, and requesting that its suit be consolidated with Intel Corporation Italia S.P.A.'s suit. R2 is requesting an injunction and damages. In April 2024, R2 filed an action against Intel and its customers Dell, HP, and HPE for patent infringement before the Tribunal Judiciaire of Paris. R2 sought an injunction. Intel and its customers filed a nullity action against the patent in France. In light of the potential disruption to Intel's and its customers' businesses in Europe were the Dusseldorf Regional Court's injunction and recall order to be enforced before a decision by the appeals court was expected, the significant delay expected before a decision by the appeals court, and the additional ongoing and potential litigation across other jurisdictions and with respect to other Intel processors and customers, in August 2024 Intel entered into three separate confidential agreements with R2, Third Point (the controlling shareholder), and TRGP Capital (a third-party organization funding the lawsuits) to resolve the injunction enforcement risk and related pending litigation, and provide for broad-based litigation peace with these entities, which included rights to other technology and services to Intel. Across the three agreements, Intel expects to pay an aggregate amount of $780 million. Business Interruption Insurance Proceeds We received $484 million of insurance proceeds, primarily in the fourth quarter of 2022, to compensate for business interruption and property damage from a temporary electrical breakdown that occurred at one of our facilities in 2020. We recognized these receipts as a reduction of cost of sales. We received $484 million of insurance proceeds, primarily in the fourth quarter of 2022, to compensate for business interruption and property damage from a temporary electrical breakdown that occurred at one of our facilities in 2020. We recognized these receipts as a reduction of cost of sales cost of sales Financial StatementsNotes to Consolidated Financial Statements99 Financial StatementsNotes to Consolidated Financial Statements99 Financial StatementsNotes to Consolidated Financial Statements99 Notes to Consolidated Financial Statements 99 Table of Contents Table of Contents Key Terms Key Terms We use terms throughout our document that are specific to Intel or that are abbreviations that may not be commonly known or used. Below is a list of these terms used in our document. TermDefinition2006 ESPP2006 Employee Stock Purchase Plan2006 Plan2006 Equity Incentive Plan2024 Restructuring PlanCost and capital reduction initiatives approved by management, the board of directors or the Audit & Finance Committee of the board of directors designed to adjust spending to current business trends and achieve objectives announced in Q3 2024 with respect to reducing operating expenses, reducing capital expenditures and reducing cost of sales while enabling Intel's new operating model and continuing to fund investments in Intel's core strategy.5GThe fifth-generation mobile network, which brings dramatic improvements in network speeds and latency, and which we view as a transformative technology and opportunity for many industriesAIArtificial intelligenceAI PCArtificial intelligence personal computerApolloApollo Global Management, Inc.ARMAdvanced RISC machineASICApplication-specific integrated circuitASPAverage selling priceBEPSBase erosion and profit shiftingBrookfieldBrookfield Asset ManagementCAGRCompound annual growth rateCCGClient Computing Group operating segmentCHIPS ActCreating Helpful Incentives to Produce Semiconductors for America ActCDPA nonprofit organization that runs a global disclosure system for investors, companies, cities, states, and regions to manage their environmental impactsCEOChief executive officerCODMsChief operating decision makersCOVID-19The infectious disease caused by coronavirus (aka SARS-CoV-2), which was declared a global pandemic by the World Health OrganizationCPUProcessor or central processing unitCSPCloud service providerCXLCompute Express Link, an open standard for high-speed CPU-to-device and CPU-to-memory connectionsDCAIData Center and Artificial Intelligence operating segmentECEuropean CommissionEEO-1EEO-1 Component 1 report, a mandatory annual data collection that requires employers meeting certain criteria to submit demographic workforce data, including data by race/ethnicity, sex, and job categories. ESGEnvironmental, social, and governanceEUVExtreme ultraviolet lithographyExchange ActSecurities Exchange Act of 19342023 Form 10-KAnnual Report on Form 10-K for the year ended December 30, 2023FPGAField-programmable gate arrayGenAIGenerative AI, deep-learning models that can generate high-quality text, images, and other content based on the data they were trained onGPUGraphics processing unitGRIGlobal Reporting InitiativeHigh-NA EUVHigh Numerical Aperture Extreme UltravioletHPCHigh-performance computingIntelIntel CorporationIMSIMS Nanofabrication GmbH, a business within Intel Foundry that develops and produces electron-beam systems for the semiconductor industryInternet of ThingsInternet of Things market in which we sell our NEX and Mobileye productsIPIntellectual propertyIPOInitial public offering Cost and capital reduction initiatives approved by management, the board of directors or the Audit & Finance Committee of the board of directors designed to adjust spending to current business trends and achieve objectives announced in Q3 2024 with respect to reducing operating expenses, reducing capital expenditures and reducing cost of sales while enabling Intel's new operating model and continuing to fund investments in Intel's core strategy. AI PC Artificial intelligence personal computer GRI Global Reporting Initiative Supplemental Details100 Supplemental Details100 Supplemental Details100 100 Table of Contents Table of Contents IPUInfrastructure processing unit, a programmable networking device designed to enable cloud and communication service providers to reduce overhead and free up performance for CPUs MaaSMobility as a serviceMD&AManagement's Discussion and AnalysisMG&AMarketing, general, and administrativeNANDNAND flash memoryNEXNetworking and Edge operating segmentnmNanometerNPUNeural processing unitODMOriginal design manufacturerOECDOrganization for Economic Co-operation and DevelopmentOEMOriginal equipment manufactureroneAPIOpen, cross-architecture programming model that frees developers to use a single code base across multiple architecturesPSUPerformance stock unitRANRadio access networkR&DResearch and developmentRDFVReadily determinable fair valueRISC-VReduced Instruction Set Computer, version fiveRSU Restricted stock unitSaaSSoftware as a serviceSASBSustainability Accounting Standards BoardSCIPSemiconductor Co-Investment ProgramSECUS Securities and Exchange CommissionSmart Capital Our Smart Capital approach accelerates progress on our strategy. This approach is designed to enable us to adjust quickly to opportunities in the market, while managing our margin structure and capital spending. The elements of Smart Capital include capacity investments, government incentives, customer commitments, continued use of external foundries.SoCSystem on a chip, which integrates most of the components of a computer or other electronic system into a single silicon chip. We offer a range of SoC products in CCG, DCAI, and NEX. Our DCAI and NEX businesses offer SoCs across many market segments for a variety of applications, including products targeted for 5G base stations and network infrastructureSOFRSecured Overnight Financing Rate, a benchmark interest rate for US-dollar-denominated derivatives and loans, replacing LIBORSystems foundryA service provider that offers end-to-end semiconductor manufacturing and design solutionsTAMTotal addressable marketTax ReformUS Tax Cuts and Jobs Act TCFDTask Force on Climate-Related Financial DisclosuresTSRTotal stockholder returnUS GAAPUS Generally Accepted Accounting Principles US Pension PlanUS Intel Minimum Pension PlanUS Retiree Medical PlanUS Postretirement Medical Benefits PlanVIEVariable interest entityvRANVirtualized radio access networkxPUProcessors that are designed for one of four major computing architectures: CPU, GPU, AI accelerator, and FPGA Organization for Economic Co-operation and Development Supplemental Details101 Supplemental Details101 Supplemental Details101 101 Table of Contents Table of Contents Controls and ProceduresInherent Limitations on Effectiveness of Controls Controls and Procedures Our management, including our principal executive officers and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Evaluation of Disclosure Controls and Procedures Based on management's evaluation (with the participation of our principal executive officers and principal financial officer), as of the end of the period covered by this report, our principal executive officers and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with US GAAP. Management assessed our internal control over financial reporting as of December 28, 2024. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management's assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with US GAAP. We reviewed the results of management's assessment with the Audit Committee of our Board of Directors. Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the company's internal control over financial reporting, as stated in the firm's attestation report, which is included within Financial Statements and Supplemental Details. Supplemental Details102 Supplemental Details102 Supplemental Details102 102 Table of Contents Table of Contents Exhibits Exhibits 1.Financial Statements: See \"Index to Consolidated Financial Statements\" within the Consolidated Financial Statements. 2.Financial Statement Schedules: Not applicable or the required information is otherwise included in the Consolidated Financial Statements and accompanying notes. 3.Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Form 10-K. Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties: ▪may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; ▪may apply standards of materiality that differ from those of a reasonable investor; and ▪were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact. Supplemental Details103 Supplemental Details103 Supplemental Details103 103 Table of Contents Table of Contents Exhibit Index ExhibitNumberIncorporated by ReferenceFiled orFurnishedHerewithExhibit DescriptionFormFile NumberExhibitFilingDate2.1Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 20208-K000-062172.1 10/20/20202.2^Direct Funding Agreement between Intel Corporation and U.S. Department of Commerce dated November 25, 2024X3.1Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 202310-Q000-062173.1 10/27/20233.2Intel Corporation Bylaws, as amended and restated on November 29, 20238-K000-062173.2 12/5/20234.1Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the \"Open-Ended Indenture\")S-3ASR333-1328654.4 3/30/20064.2First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 200710-K000-062174.2.42/20/20084.3Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 20118-K000-062174.01 9/19/20114.4Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 20128-K000-062174.01 12/11/20124.5Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 20128-K000-062174.01 12/14/20124.6Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 7/29/20154.7Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 5/19/20164.8Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 5/11/20174.9Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee8-K000-062174.1 6/16/20174.10Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent8-K000-062174.1 8/14/2017 Exhibit Number" } ] }