--- ticker: INTC company: Intel Corporation filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 19 risks_removed: 4 risks_modified: 22 risks_unchanged: 5 source: SEC EDGAR url: https://riskdiff.com/intc/2025-vs-2024/ markdown_url: https://riskdiff.com/intc/2025-vs-2024/index.md generated: 2026-06-01 --- # Intel Corporation: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 19 | | Risks removed | 4 | | Risks modified | 22 | | Unchanged | 5 | --- ## New in Current Filing: Operating income (loss) 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 --- ## New in Current Filing: Operating Expenses 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 --- ## New in Current Filing: (In Millions) 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 $5,633 --- ## New in Current Filing: Years Ended IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$ - $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 $5,762 IMS Nano Total --- ## New in Current Filing: Non-controlling interests as of Dec 30, 2023 Partner contributions Partner distributions Changes in equity of non-controlling interest holders Net income (loss) attributable to non-controlling interests --- ## New in Current Filing: Non-controlling interests as of Dec 28, 2024 (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 31, 2022$ - $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 --- ## New in Current Filing: Years Ended (In Millions) 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 --- ## New in Current Filing: Total property, plant, and equipment, net 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 --- ## New in Current Filing: Years Ended (In Millions) 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 --- ## New in Current Filing: (In Millions) 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 --- ## New in Current Filing: Balance at Beginning of Year Additions Charged to Expenses/Other Accounts (Deductions) Recoveries, Net --- ## New in Current Filing: Balance at End of Year 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 --- ## New in Current Filing: Years Ended (In Millions) 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 --- ## New in Current Filing: Years Ended (in Millions) Unrealized gains (losses) on marketable equity investments Unrealized gains (losses) on non-marketable equity investments1 --- ## New in Current Filing: Gains (Losses) on Derivatives Recognized in Consolidated Statements of Operations 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: --- ## New in Current Filing: (In Millions) 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 $5,633 --- ## New in Current Filing: Years Ended IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$ - $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 $5,762 IMS Nano Total --- ## New in Current Filing: Years Ended IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$ - $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 --- ## New in Current Filing: (In Millions) 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 --- ## No Match in Current: 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 *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 --- ## No Match in Current: (In Millions) *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 --- ## No Match in Current: Total property, plant, and equipment, net *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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 --- ## No Match in Current: 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$ - $ - $ - *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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: --- ## Modified: (In Millions) **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 %" **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Current Title **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: (In Millions)20252026202720282029ThereafterTotalFuture amortization expenses$998 $858 $655 $431 $252 $493 $3,687 **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." **Prior (2024):** 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 - **Current (2025):** 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 --- ## Modified: Liabilities2 **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)." **Prior (2024):** 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: **Current (2025):** 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: --- ## Modified: (In Millions) **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)." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Exhibit Description **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Effective Interest Rate **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." **Prior (2024):** 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 $37,684 **Current (2025):** 5.00%, due February 2031 5.60%, due February 2054 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Notes to Consolidated Financial Statements 85 Table of Contents Table of Contents Dec 28, 2024Dec 30, 2023($ 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 --- ## Modified: Years Ended **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." **Prior (2024):** 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 $3,248 **Current (2025):** IMS Nanofabrication (IMS Nano) (In Millions)Ireland SCIPArizona SCIPMobileyeIMS NanoTotalNon-controlling interests as of Dec 30, 2023$ - $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 --- ## Modified: Years Ended (In Millions) **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Years Ended (In Millions) **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Exhibit Description **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Ending fair value of plan assets2 **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Unrealized gains (losses) on equity investments, net **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)." **Prior (2024):** 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 **Current (2025):** 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 $1,907 --- ## Modified: Effective Interest Rate **Key changes:** - Reworded sentence: "5.00%, due February 2031 5.60%, due February 2054 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Notes to Consolidated Financial Statements 85 Table of Contents Table of Contents Dec 28, 2024Dec 30, 2023($ 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" **Prior (2024):** 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 $37,684 **Current (2025):** 5.00%, due February 2031 5.60%, due February 2054 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Financial StatementsNotes to Consolidated Financial Statements85 Notes to Consolidated Financial Statements 85 Table of Contents Table of Contents Dec 28, 2024Dec 30, 2023($ 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 --- ## Modified: Exhibit Description **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Years Ended (In Millions) **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Total property, plant, and equipment, net **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." **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: Non-controlling interests as of Dec 30, 2023 **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." **Prior (2024):** 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 **Current (2025):** Partner contributions Partner distributions Changes in equity of non-controlling interest holders Net income (loss) attributable to non-controlling interests --- ## Modified: Total percentage of net revenue **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 % - %" **Prior (2024):** 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 **Current (2025):** 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 % - % --- ## Modified: Years Ended (In Millions) **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:" **Prior (2024):** 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 **Current (2025):** 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 --- ## Modified: (In Millions) **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." **Prior (2024):** 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 % **Current (2025):** 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 --- ## Modified: (In Millions) **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" **Prior (2024):** 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 **Current (2025):** 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 --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*