Washington, D.C. 20549
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 29, 2018,26, 2020, based upon the closing price of the common stock as reported by the Nasdaq Global Select Market on such date, was $229.2$244.5 billion. 4,4974,063 million shares of common stock were outstanding as of January 26, 2019.15, 2021.
* Other names and brands may be claimed as the property of others.
We are now shipping the 10nm-based 3rd Gen Intel XeonScalable processors (previously referred to as Ice Lake), which include several architectural, process technology, and platform innovations for performance, security, and operational efficiency. | Intel® Evo™ platforms | | | | We introduced the Intel Evo platform brand for designs based on 11th Gen Intel Core processors with IntelIris Xe graphics. Devices with the Intel Evo platform brand are verified, measured, and tested against specification | | | | | | | | | | | Moovit acquisition | | | | | We acquired Moovit for $915 million to accelerate Mobileye's MaaS offering. Moovit is known for its urban mobility application and brings Mobileye closer to achieving our plan to become a complete mobility provider, including robotaxi services. | | | | | | | | | | | | | | | Planned divestiture of NAND memory business | | | | | We signed an agreement with SK hynix Inc. (SK hynix), to divest our NAND memory business, including our NAND memory fabrication facility in Dalian, China and certain related equipment and tangible assets (Fab Assets), our NAND SSD business (NAND SSD Business), and our NAND memory technology and manufacturing business (NAND OpCo Business). | | and key experience indicators as part of the next edition of our laptop innovation program, Project Athena. | | | | | | | | | | xPU era with oneAPI and discrete GPUs | | | We launched discrete GPUs, including the Intel® Iris® Xe MAX GPU for laptops and the first discrete Intel® Server GPU. These are milestone additions to our expanding portfolio of xPUs. We also announced the Gold release of Intel® oneAPI Toolkits, supporting IntelCPUs, GPUs, and FPGAs, which are now available for local installation and for Intel® DevCloud. We are expanding the IntelDevCloud to support the new Intel Iris Xe GPU hardware, including Intel Iris Xe MAX GPU for public access and Intel Iris Xe-HP for select developers. | | | | | | | | 7nm-based CPU products | | | | We announced in July that our 7nm-based CPU product timing would be delayed and that the primary driver was the yield of our 7nm manufacturing process. We will continue to invest in our future process technology roadmap and advanced packaging technologies to differentiate our products, provide manufacturing optionality and deliver a predictable cadence of leadership products to our customers. | | | | | | | | | DATA-CENTRIC BUSINESSES EXPAND WITH NEW OPPORTUNITIES | | PC-CENTRIC BUSINESS THRIVES | Our data-centric businesses have grown significantly over the last two years. To extend the momentum of this growth, we continue to offer innovative new products that provide higher performance and better value for our customers. We expect that our leadership products such as the second generation Intel® Xeon® Scalable processors and Intel® Stratix®10 SX FPGA will further advance our opportunity in AI and help our customers process and analyze the flood of data implicit in big bets.
| | Our focus on product segmentation, innovation, and performance in PCs continued. To extend product leadership and deliver more value to customers, we launched our 9th generation Intel® Core™ i9 processors, which target the growing gaming market segment.
| | | | | | | | | | | | | | | | | | | | 2030 RISE Strategy and Corporate Responsibility Goals | | | | | | | | | | | | BIG BETS MAKE PROGRESS | We created our RISE strategy and established our 2030 corporate responsibility goals (2030 goals), through which we aim to leverage our leadership position in the global technology ecosystem to create a more responsible, inclusive, and sustainable world, enabled through our technology and the expertise and passion of our employees. Our RISE strategy and 2030 goals are deeply rooted in our corporate purpose and aligned with our business strategy to enable us to create value for our customers, investors, employees, and other stakeholders over the next decade and beyond. | BOB SWAN OUR NEW CEO | | Our big bets are memory, autonomous driving, and 5G, and we have made progress on all fronts to expand and compete in the data-centric world. We are shipping Intel® Optane™ DC persistent memory for data centers. We also announced our first 5G new radio (NR) multi-mode modem for 2019 and our plan to commercialize Mobility-as-a-Service (MaaS) with autonomous vehicles through a joint venture starting 2019.
| | On January 30, 2019, our Board of Directors appointed Bob Swan as our Chief Executive Officer, the seventh CEO in Intel’s 50-year history. Mr. Swan joined Intel as our Chief Financial Officer in October 2016. | | |
| | WE ARE PROUD OF OUR HERITAGE |
Fifty years ago, Robert Noyce and Gordon Moore founded Intel. In honor of our golden anniversary, we are embracing Noyce’s inspiring challenge, "Don't be encumbered by history. Go off and do something wonderful.” We celebrated our heritage and the wonderful things we are doing to create a bright future for Intel and the world. Two years ahead of schedule, we announced that we have achieved our goal of a U.S. workforce that reflects the diversity of the available skilled labor market.
| | | | | | | | | | Fundamentals of Our Business | 5 |
Our strategy is to play a larger role in our customers' success by delivering a predictable cadence of leadership products. The world is changing and driving the need for exponentially more computing. First we experienced the PC era, followed by the mobile and cloud era. We are now entering the era of distributed intelligence, where computing is pervasive and so many things in our lives—our homes, our cars, our hospitals, and our cities—now function like computers. In this world of distributed intelligence, our three fastest growing opportunities are AI, 5G network transformation, and the intelligent and autonomous edge. We have a history of transforming to capitalize on market shifts, and we are in the midst of another significant transformation to position ourselves and our customers for growth. With our focus on execution and re-energized culture as a force multiplier, we are transforming from a CPU to a multi-architecture xPU company, from silicon to platforms, and from a traditional IDM to a new, modern IDM. Our priorities are to strengthen our core, extend our reach, and redefine our position in the industry. Our capital provides a foundation to invest in our growth and to supplement and strengthen our capabilities. We are thoughtfully deploying capital and focusing our investment in differentiated technologies where we can play a bigger role in the success of our customers and deliver attractive returns to our stockholders. Our Priorities | | | | | Improve Execution to Strengthen Our Core |
We have made changes that help position us to sharpen our operational excellence and process technology. We have streamlined our product roadmaps, evolved our technical organization to drive greater transparency and accountability, and exited businesses to enable focus on our core strategy. Technical talent. Our leadership team has deep technical, engineering, and business expertise and is focused on our opportunities. We are re-energizing our culture to drive better business outcomes for our customers by instilling a growth mindset, increasing accountability around shared company goals, implementing new operational protocols, and renewing a sense of purpose and value to create an environment for innovation and growth. Continuous innovation. To deliver leadership products, we continue to innovate across all of the areas that are key to product leadership: process and packaging, architecture, memory, interconnect, security, and software. With these six areas, we are creating innovative xPU platforms that uniquely serve diverse new workload opportunities, and transforming from silicon to platforms to solve customers' problems through complete solutions offerings. Predictable cadence. We have made an architectural shift to die disaggregation that, when combined with our differentiated advanced packaging, creates flexibility to use the process that best serves our customers and supports our ability to deliver on a predictable cadence. Disaggregated design allows us to manufacture different components of a chip on different processes: some components can benefit from the greater performance of the latest process node, while others can leverage lower-cost nodes where differentiated performance is not needed. Through disaggregated design, we mix and match architectures, IP, process nodes, and silicon from our own manufacturing facilities or from external foundries.
 FUNDAMENTALS OF OUR BUSINESS | | | | | | | | | | A Year In ReviewFundamentals of Our Business | 56 |
New, modern IDM. We are investing to transform our traditional IDM model to adapt to an evolving industry. This means creating greater flexibility to use internal or external foundry processes. It requires that we continue to lead advances in silicon technology by leaning into our expertise and manufacturing scale, while evolving to engage with the ecosystem in new and different ways. It also requires that we leverage our disaggregated design capabilities and continue to manufacture new products with significant cost advantage. We will also continue to invest in process technology development to bring to market the future process nodes and advanced packaging capabilities that create product differentiation and customization, while also enabling manufacturing optionality.
Evolving our engagement with the broader silicon manufacturing and design ecosystem involves working as a strategic partner with equipment vendors, EDA providers, and third-party foundries to help enhance the performance of our manufacturing tools, optimize design software for our processes, simplify design, improve efficiency, and standardize components. This also involves increasing the strategic use of third-party IP for standardized components to allow us to focus on differentiating technology, and updating our design methodologies to support movement of our designs to and from external foundries. We are in the midst of one of the most significant transformations in our corporate history. Over the last five years, we’ve made key investments and decisions to enter data-rich markets and deploy our IP and manufacturing technologies to redefine and expand our target market. We have evolved from a PC-centric company with a server business, to a data-centric company with an expanding portfolio of technology solutions that address customer needs across platform, storage, connectivity, and software. This transformation is evidenced by our 2018 revenue, of which roughly half was earned from data-centric businesses, and the expansion of our TAM, which we last estimated at more than $300 billion1.
Our customers are looking for solutions that can process, analyze, store, and transfer data—turning it into actionable insights, amazing experiences, and competitive advantages. The Intel® architecture platform provides the foundation for new solutions that take advantage of this growth of data.
| | | MAKE THE WORLD'S BEST SEMICONDUCTORS |
We make significant investments and innovations in our silicon manufacturing technologies and platforms. Our proprietary technologies make it possible to integrate products and platforms that address evolving customer needs and expand the markets we serve. Our innovation strategy includes investments in advanced manufacturing processes and packaging, architecture, interconnects, and embedded security features, as part of our efforts to be the leading end-to-end platform provider.Realizing the economics of Moore’s Law has been and will continue to be a strategic priority, making possible the innovation of new high-performance products and improving user experience at exponential rates while balancing performance, cost, and power to meet our customers' needs. Unlike many semiconductor companies, we primarily develop and manufacture our products in our own facilities using our proprietary process technologies. We have the scale and expertise necessary to enable deep engagement with our customers, which provides us with a competitive advantage. Our manufacturing capital enables us to optimize performance, shorten time-to-market for new product introduction, and control essential elements of our supply chain. Sharing architectural innovation and IP enables us to spread our investments over a large manufacturing base of products, which reduces our costs and increases our return on capital.
| | LEAD THE AI AND AUTONOMOUS REVOLUTIONExtend Our Reach to Accelerate Our Growth |
WeDiverse product portfolio to capitalize on the fastest growing opportunities. The proliferation of data analytics, edge computing, and AI is driving a diverse and expanding range of computing applications from edge to cloud. In response, we are positioned to be a driving force of the AI and autonomous revolution. By striving to build the world’s best AI platform, our strategy is to meet the needs of our most innovative customers, to advance and accelerate the AI industry’s open software stacks,innovating to deliver the best products including a mix of scalar, vector, matrix, and spatial architectures deployed in CPUs, GPUs, accelerators, and FPGAs—unified by an open, industry-standard programming model, oneAPI, to simplify application development.
AI products, andhelps our customers make sense of data to seed and drive the AI ecosystem. Mobileye’s EyeQ* family of SoCs is already the automobile industry’s leading solution for advanced driver assistance systems (ADAS). Mobileye is building on that leadership as the industry pursues higher levels of autonomy, developing Road Experience Management for real-time crowdsourced mapping, and the Responsibility Sensitive Safety model for autonomous vehicle safety. Customers use Intel® Xeon® processors for workloads such as image recognition, enhanced public security, and natural language processing, the foundation of the AI revolution. Intel® Nervana™ Neural Network Processors and Intel® Movidius™ Myriad™ Vision Processing Units (VPUs) provideunleash its potential. We offer a comprehensive suitecombination of hardware and software technologies that deliver broad capabilities to support computing, storage, transmission, and tuning in AI. We have taken a multi-architecture approach to AI hardware. Intel Xeon processors provide a foundation for analytics and AI, and software like the OpenVINOTM toolkit significantly simplifies the deployment of solutions. Intel® FPGAs allow customers to access leading AI inferencing performance for their models. Similarly, Intel® MovidiusTM MyriadTM VPUs are purpose-built for AI and support diverse approaches for innovation in a wide range of applications, from healthcare to autonomous driving to facial recognition. Habana's Gaudi* AI enabling ourtraining Processor and Goya* AI Inference Processor offer an easy-to-program development environment to help customers deploy and differentiate their solutions as AI workloads continue to infuse AI into everything they do.
1 Source: Intel calculated 2022 TAM derived from industry analyst reports and internal estimates.
| | | | FUNDAMENTALS OF OUR BUSINESS | Our Strategy | 6 |
| | BE THE LEADING END-TO-END PLATFORM PROVIDER FOR THE NEW DATA WORLD |
Growth in processing power and breakthroughs in connectivity, storage,evolve with growing demands on computing, memory, and algorithms have ledconnectivity.
The transition to 5G and the cloudification1 of the network present a new era of data-centric computing. We have an unparalleled product portfolio that spans the entire data-centric market and we are inventing new solutions in the highest growth areas by investing across six engineering pillars: advanced manufacturing processes and packaging;
new architectures to speed up specialized tasks like AI and graphics;
super-fast memory;
interconnects;
embedded security features; and
common software to unify and simplify programming for developers across our compute roadmap.
We are making significant investments and pursuing innovations in these areas to drive leaps forward in technology and user experience, and meet our customers’ data needs.
 Enabling our customers to move faster, store more, and process everything is at the core of our strategy. Our customers’ appetite for high-performance computing is greater than ever and, in response, we continue to make investments in optimizing our Intel® Xeon® processors.opportunity. 5G connectivity will transform industries from all business sectors initiating ripples of impact that spur market growth and the global economy.it continues to be a strategic priority across Intel. We are collaborating with ecosystem and vertical industry partners to define, prototype, test, and deliver 5G standards and solutions. Our 5G efforts are focused on network infrastructure and other data-centric opportunities, and our team has developed a valuable IP portfolio of products designed to support 5G network infrastructure, including the Intel AtomP5900 processor, a next-generation structured ASIC for 5G network acceleration, the new 2nd Gen Intel Xeon Scalable processors, and the Intel® Ethernet 700 Series Network Adapter.
Moving compute to the edge, where data is generated and consumed, provides new insight and revenue from previously untapped data. Our portfolio of products and capabilities positions us well to play a larger role in our customers' success. We are also unveiling innovative memoryinvesting in processors with features made for edge workloads. We announced new enhanced Internet of Things capabilities, including 11th Gen Intel Core processors, Intel Atom x6000E series processors, Pentium® processors, and storageCeleron® N and J series processors, bringing new AI, security, functional safety, and real-time capabilities to edge customers. This year, we announced Mobileye* SupervisionTM, the EyeQ5*-based solution that incorporates an end-to-end engine control unit, surround-view camera array, processors, driving policy, and high-definition maps—all derived directly from our ongoing autonomous vehicle program. | | | | | | Redefine Our Position in the Industry | | |
Solve our customers' problems through solutions including Intel® QLC 3D NAND and Intel® Optane™ memory,platforms. We are expanding beyond the CPU to better solve our customers' problems, and providing data center products thatnot just deliver parts of the solution. With our xPU portfolio, platform vision, IDM capabilities, and scale, we are optimizedable to deliver world-class performance and drive lower total cost of ownership for cloud workloads. Our advancements in programmable solutions, such as FPGAs, can efficiently manage the changing demands of next-generation data centers and accelerate the performance of emerging applications. From end-to-end, our solutions help our customers stay ahead oftackle their growing infrastructure demandsown opportunities. We announced the Intel Evo platform brand powered by offering scale,11th Gen Intel Core processors with Intel Iris Xe graphics, representing laptop designs supported by Intel's Project Athena innovation and expertise from the edgeprogram. In addition, we acquired Moovit to the cloud and back.
| | RELENTLESS FOCUS ON OPERATIONAL EXCELLENCE AND EFFICIENCY |
Underlying ouraccelerate Mobileye's transformation to a data-centric company is a relentless focus on operational excellencefull-stack MaaS provider that can provide hardware, software, sensors, integration, and efficiency. This focus includes the elimination of lower growth investments and activities, and the simplification and automation of routine processes and activities. These improvements enable us to achieve scale in our core operations, providing a stable and cost-effective platform to support additional investments in the design, development, and production of products that delight our customers. Operational excellence helps us fund the expansion of our TAM through big-bet investments such as memory, 5G technology, and autonomous driving.
| | CONTINUE TO HIRE, DEVELOP AND RETAIN THE BEST, MOST DIVERSE AND INCLUSIVE TALENT |
Andy Grove, former Intel CEO and Chairman, once said, “A corporation is a living organism; it has to continue to shed its skin. Methods have to change. Focus has to change. Values have to change. The sum total of those changes is transformation.” At the core of our organization are highly skilled, diverse, and talented people capable of accelerating, as one team, in everything we do. Our rich and powerful culture sets a solid foundation based upon 50 years of invention; product leadership; purposeful leadership in corporate governance practices; and partnership with suppliers, customers, regulators, and local communities in the development and deployment of sustainable business practices.large-scale services. We are proud of our pastactively evaluating opportunities in software, services, and inspired by our employees who are rising tosolutions, in AI, network transformation, and intelligent edge.
1 Intel's definition is included in "Key Terms" within the challenge to transform our methods, focus,Financial Statements and values in a way that helps each person achieve their personal best in delighting our customers with compelling products, winning in dynamic and competitive markets, and making a positive impact on our communities.Supplemental Details.
| | | | FUNDAMENTALS OF OUR BUSINESS | Our Strategy | 7 |
| | HOW WE ORGANIZE OUR BUSINESS |
| | | | | | | | DATA-CENTRIC BUSINESSES1
| | KEY PRODUCTS AND MARKETSFundamentals of Our Business | | | KEY PRODUCTS AND MARKETS | Includes workload-optimized platforms and related products designed for cloud, enterprise, and communication infrastructure market segments. | | Includes Intel® Optane™ technology and 3D NAND flash memory, primarily used in solid-state drives (SSDs).
| | | | OF INTEL'S TOTAL REVENUE | | | OF INTEL'S TOTAL REVENUE | | | KEY PRODUCTS AND MARKETS | | | KEY PRODUCTS AND MARKETS | Includes high-performance compute solutions for targeted verticals and embedded applications in market segments such as retail, manufacturing, health care, energy, automotive, and government. | | Includes programmable semiconductors, primarily field-programmable gate arrays (FPGAs), and related products for a broad range of markets, such as communications, data center, industrial, and military. | | | | OF INTEL'S TOTAL REVENUE | | | OF INTEL'S TOTAL REVENUE | | 7 |
HIGHLIGHTS
Our data-centric businesses collectively grew 18% led by the growthWe deploy various forms of capital to execute our strategy in DCG, due in parta way that seeks to customer transition to Intel® Xeon® Scalable processorsreflect our corporate values, help our customers succeed, and higher demand across cloud and communication service providers. To extend the growth, we have new products, such as the Intel® Programmable Acceleration Card (Intel® PAC) with Intel® Stratix® 10 SX FPGA, and are now shipping the second generation Intel Xeon Scalable processor and Intel® Optane™ DC persistent memory, which combines the speed of traditional memory with the capacity and native persistence of storage. In addition, Mobileye continued to secure new design wins at major U.S. and global automakers and announced plans to commercialize MaaS. OPPORTUNITIES
We have expanded our data-centric TAM to $200 billion2 with acquisitions and product innovations. Our broadened portfolio enables new opportunities for us and creates better synergisticcreate value for our customers. For example, our product offerings for AI workloads reach from the cloud to the edge, and we are developing CPU, graphics processing unit (GPU), FPGA, and AI accelerator products to span inference and training AI workloads, while also pursuing ongoing software optimizations for AI.
CHALLENGES
Our 2018 revenue growth exceeded our expectation and put pressure on our factory network. We prioritized production on server and higher performance PC market segments, which consequently constrained supply in other areas, including IOTG. In addition, due to challenging market conditions, as well as continued investments in new memory products and in manufacturing capacity, the profitability of our memory business improved more slowly than expected in 2018. Our data center business was impacted by weakness in China demand and cloud market segment deceleration in Q4 2018.
| | | | | | | | | | | PC-CENTRIC | | KEY PRODUCTS AND MARKETS | | HIGHLIGHTS | Includes platforms designed for end-user form factors, focusing on higher growth segments of 2-in-1, thin-and-light, commercial and gaming, and growing adjacencies such as WiFi and modem. | | CCG had record revenue and operating income with three years of growth in a row by executing to our strategy. We announced additions to our 8th generation Intel® Core™ mobile processors, the first Intel® Core™ i9 processor for laptops, and the first 9th generation Intel® Core™ processor, i9-9900K, targeting the growing gaming market segment.
| | OPPORTUNITIES | | OF INTEL'S TOTAL REVENUE | | We are targeting an expanded $60 billion revenue TAM2, which is $25 billion higher than our traditional CPU TAM. This expanded opportunity includes markets such as memory, graphics, and connectivity, and is in addition to a $40 billion modem market where we are gaining share.
| | CHALLENGES | | | | We are operating in an increasingly competitive environment and are focused on executing an annual cadence of leadership products. Strong demand across our product lines has resulted in tight supply, particularly in the entry-level PC market. We are making additional investments in our 14nm factory network and working with customers to align demand with available supply. |
| | 1
| Data-centric businesses include DCG, IOTG, NSG, PSG, and all other businesses, including Mobileye. |
| | 2
| Source: Intel calculated 2022 TAM derived from industry analyst reports. |
| | | | FUNDAMENTALS OF OUR BUSINESS | How We Organize Our BusinessStrategy | 8 |
We are at the forefront of developing new technologies and new products as building blocks for the increasingly smart and connected world. These technologies and products are utilized as integrated solutions for a broad spectrum of markets.
| | | PRODUCT LEADERSHIP CREATES ESSENTIAL VALUE FOR OUR CUSTOMERS |
We focus on providing compelling user experiences by developing our next generation of products based on customer needs and expectations. We invest in product and process technologies to deliver higher performance and lower total cost of ownership by closely working with our customers and partners. By continuing to improve our products and expanding our product portfolio—including in adjacent products such as modem and memory, where we had significant growth this year—we were able to deliver more value to our customers. | | | WE HAVE A BROAD PRODUCT PORTFOLIO |
From processing to transferring, storing, and analyzing data, our broad product portfolio offers innovative solutions to a wide array of customers. These products, such as our gaming CPUs, may be sold directly to end consumers, or they may be further integrated by our customers into end products such as notebooks and storage servers. Combining some of these products—for example, integrating FPGA and memory with Intel® Xeon® processors in a data-center solution—enables incremental synergistic value and performance.
| | | OUR PRODUCTS PROVIDE END-TO-END SOLUTIONS |
As the company transforms beyond a PC-centric company to address the needs of the new data-centric world, we have expanded our product offerings to provide end-to-end solutions, scaling from edge computing to the network, the cloud, and the emerging field of AI and autonomous driving. In 2018 we introduced the Intel® Neural Compute Stick 2 and new Mobileye EyeQ* SoC. Meanwhile, we continue to push the boundary of client computing with innovations, including new form factors (e.g., dual-screen 2-in-1s), new functionalities (e.g., cellular connectivities), and performance enhancements (e.g., Intel® Optane™ memory).
| | | | FUNDAMENTALS OF OUR BUSINESS | Our Products | 9 |
| | | | We deploy various forms of capital to execute our transformation strategy in a way that seeks to reflect our corporate values, delight our customers, and create value for our stockholders.
Our commitment to corporate responsibility creates value for Intel and our stockholders by helping us mitigate risks, reduce costs, build brand value, and identify new market opportunities. We set ambitious goals for our company and make strategic investments to advance progress in the areas of environmental sustainability, supply chain responsibility, diversity and inclusion, and social impact that benefit the environment and society.
We empower and invest in attracting and retaining talented employees who enable the development of solutions and enhance our intellectual and manufactured capital. Our effective utilization of natural resources and focus on corporate responsibility result in trusted relationships that support the growth of our business. Through these activities, we strive to develop the world's best semiconductors, deliver great customer experiences, efficiently manage our supply chain, improve the communities in which we operate, and, ultimately, generate financial capital that is reinvested in our business and returned to stockholders.
| | |
| Value | | | | | DRIVERS | STRATEGY | VALUE | | | | Financial | | Cash flow and capital allocation strategy | | Leverage financial capital to invest in the business, acquireourselves and integrategrow our capabilities, supplement and strengthen our capabilities through acquisitions and strategic investments, and provide returns to stockholders in the forms of dividends and share repurchases.
stockholders. | We strategically invest financial capital to create long-term value forand provide returns to our stockholders. Overstockholders in the last five years, we: - Generated $113 billion cash from operating activities
- Generated $59 billion in free cash flow1
- Returned $55 billion to stockholders.
form of dividends and buybacks. | | | | | | | | | | | | Intellectual | | Research and development (R&D) and IP rights | | Invest significantly in R&D and IP to ensureenable us to deliver a predictable cadence of leadership products that move, store, and process data at scale, and extend our process and product technologies compete successfully as we pursuereach to accelerate our strategy to make the world’s best semiconductors and realize new data-centric opportunities.growth. | We develop IP for our platforms to enable next-generation products, create synergies across our businesses, provide a higher return as we expand into new markets, and establish and support our brands. | | | | | | | | | | | | Manufacturing | | Capital assets and strategic supply chain investments | | Invest timely and at a level sufficient to meet customer demand for current technologies and prepare for future technologies.technologies as we evolve our IDM model. | Our world-wide manufacturing scope and scale enable innovationsus to provide our customers and consumers with a broad range of leading-edge products in high volume.products. | | | | | | | Human | | Employees and culture | Develop the talent needed
| Continue to keep the company at the forefront of innovation and createbuild a diverse, inclusive, and safe workplace.
| Wework environment to attract, develop, and retain the talent needed to remain at the forefront of innovation. | Our talented employees enable the development of solutions and engaged employees who can deliver their workplace best every day and who createenhance the intellectual and manufacturing capital we rely oncritical to develop and advancehelping our technologies and manufacturing.customers win the technology inflections of the future. | | | | | | | | | | | | Social and Relationship | | Supply chain responsibility and positive social impact | | Build trusted relationships for both Intel and our stakeholders, including employees, suppliers, customers, local communities, governments, suppliers, customers, and employees.
governments. | We collaborate with stakeholders on programs to empower underserved communities through education and technology, and on initiatives to advance accountability and capabilities across our global supply chain, including advancingaccountability for the respect forof human rights.
| | | | | | | | | | | | Natural | | Resource efficiency | | Continually strive to reduce our environmental footprint through efficient and responsible use of natural resources and materials used to create our products. | Our proactive efforts help us mitigate climate and water risk,impacts, achieve efficiencies, and lower costs, and position us to respond to the needs and expectations of our stakeholders. |
2030 RISE Strategy and Corporate Responsibility Goals Our commitment to corporate responsibility and sustainability leadership is deeply integrated throughout our business. We strive to create an inclusive and positive work environment where every employee has a voice and a sense of belonging, and we are proactive in our efforts to reduce our environmental footprint through efficient and responsible use of natural resources and materials. We continue to raise the bar for ourselves and leverage our leadership position in the global technology ecosystem to make greater strides in corporate responsibility and apply technology to address social and environmental challenges. Through our new RISE strategy and 2030 goals, we aim to create a more responsible, inclusive, and sustainable world, enabled through our technology and the expertise and passion of our employees. This corporate responsibility strategy is designed to increase the scale of our work through new levels of collaboration with our stakeholders and other organizations; we know that acting alone, we cannot achieve the broad social impact to which we aspire. Details on the results of our 2020 goals and more information on our new 2030 goals are included in our Corporate Responsibility Report1.
1 The contents of our Corporate Responsibility Report are referenced for general information only and are not incorporated by reference in this Form 10-K.
| | 1
| See "Non-GAAP Financial Measures" within Other Key Information. |
| | | | | | | | FUNDAMENTALS OF OUR BUSINESS | Fundamentals of Our CapitalBusiness | 10
Our Capital | 8 |
| | | | | | | FINANCIAL CAPITALFinancial Capital |
Our financial capital allocation strategy focuses on building stockholder value. We do this by first investing in ourselves and growing our capabilities. We then lookhave returned 95% of free cash flow to supplement and strengthen our capabilities through acquisitions and strategic investments. And finally, we provideinvestors over the return realized by these investments to our stockholders. | | CASH FROM OPERATING ACTIVITIES $B |
 | | | |
| ■Capital Investment
| ■Free Cash Flow1
from Operating Activities $B |
| | OUR FINANCIAL CAPITAL ALLOCATION DECISIONS ARE DRIVEN BY THREE PRIORITIES |
| | | | | | | | | | | INVEST IN THE BUSINESS | | ACQUIRE AND INTEGRATE | | RETURN CASH TO STOCKHOLDERS | | Our first priority is to invest in R&D and capital spending to strengthen our competitive position. We shifted our R&D focus as we transformed to a data-centric company, while efficiently maintaining our investment at approximately 20% of revenue. Our capital investment in logic (silicon wafer manufacturing of our platform products) and memory both increased in 2018 as we looked to improve supply of platform products and continued to ramp production capacity in our memory fab (Fab 68). We obtained customer prepayments of over $1.6 billion in 2018 and $1.1 billion in 2017, which helped to offset our investment in memory. | | Our second financial capital allocation priority is to invest in companies around the world that will complement our strategic objectives and stimulate growth of data-centric opportunities. We look for acquisitions that further leverage and strengthen our capital and R&D investments. In 2018, we completed various small acquisitions, while leveraging Altera and Movidius to partner with customers and expand the markets we serve. Mobileye achieved record revenue, various design wins, and announced the ability to retrofit existing vehicles to deliver full autonomy. Intel Capital investments also support our strategic objectives. | | Our third financial capital allocation priority is to return cash to stockholders. We achieve this through our dividend and share repurchase programs. During 2018, we paid $5.5 billion in dividends and increased our quarterly cash dividends by 10% from 2017. We also repurchased $10.7 billion in shares, up from 2017, and have reduced the level of diluted shares outstanding over time. | | | | Dividends Per Share | | | Diluted Shares Outstanding (In Millions) | | | | | | | | | | | | 2018 | $1.20 | |
7%
CAGR | 4,701 | | | | 2017 | $1.0775 | | 4,835 | | | | 2016 | $1.04 | | 4,875 | | | | | | | | | | |
| | | | | | |
| R&D AND CAPITAL INVESTMENTS $B■ Capital Investment | | ACQUISITIONS | | CASH TO STOCKHOLDERS $B■ Free Cash Flow1 |
Our Financial Capital Allocation Decisions Are Driven by Three Priorities | | | | | | | | | | | | | | | | | | | | | | | | | | | | Invest in the Business | | Acquire and Integrate | | Return Cash to Stockholders | | Our first allocation priority is to invest in R&D and capital spending to strengthen our competitive position. We are efficiently maintaining our R&D investment as a percentage of revenue and continue to make significant capital investments, increasing our 14nm and 10nm wafer capacity. We also invested in 7nm and future process development. In addition to our own manufacturing capacity, we continue to use third-party foundries to expand the ways we can support our customers. | | Our second allocation priority is to invest in companies around the world that will complement our strategic objectives and stimulate growth of data-centric opportunities. We look for acquisitions that leverage and strengthen our capital and R&D investments. In 2020, we completed various acquisitions to expand our product offerings and the markets we serve. Those acquisitions included Moovit, which accelerates our MaaS offering and brings Mobileye closer to achieving our plan to become a complete mobility provider, including robotaxi services. We take action when investments do not meet our criteria, and in 2020 we divested the majority of our Home Gateway Platform division and signed an agreement to divest our NAND memory business. | | Our third allocation priority is to return cash to stockholders. We achieve this through our dividend and share repurchase programs. In March, we suspended stock repurchases in light of the COVID-19 pandemic and in August we entered into $10.0 billion in ASR agreements in response to our belief that our stock was trading below its intrinsic valuation at that time. In Q1 2021, we intend to complete the remaining $2.4 billion of our $20.0 billion planned repurchases announced in October 2019. During 2020, we paid $5.6 billion in dividends and repurchased $14.2 billion in shares. Our approach has reduced diluted shares outstanding over time. | | | Dividends Per Share | | | Diluted Shares Outstanding (In Millions) | | | | | | | | | | 2020 | $1.32 | | 5% CAGR | 4,232 | | | 2019 | $1.26 | | 4,473 | | | 2018 | $1.20 | | 4,701 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | ■R&D
and Capital Investments $B | ■Logic
| ■ Memory
Acquisitions | | — # of Acquisitions
| ■ Total SpentCash to Stockholders $B
| | ■ Buyback
| ■Dividend
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1■ R&D
| See "Non-GAAP Financial Measures" within Other Key Information.■ Logic | ■ Memory | | —# of Acquisitions | ■ Total Spent $B | | ■ Buyback | ■ Dividend |
1 See "Non-GAAP Financial Measures" within MD&A.
| | | | | | | | | | | | FUNDAMENTALS OF OUR BUSINESS | Fundamentals of Our CapitalBusiness | 11
Our Capital | 9 |
| | | | | | | INTELLECTUAL CAPITALIntellectual Capital |
RESEARCH AND DEVELOPMENTResearch and Development
Every year we make a significant investment in R&D as itinvestment is critical for enabling us to deliver a critical factor in achievingpredictable cadence of leadership products and extend our strategic objectivesreach to make the world's best semiconductors, lead the AI and autonomous revolution, and provide leading end-to-end platform solutions.accelerate our growth. Successful R&D efforts can lead to new products and technologies or improvements to existing ones, which we seek to protect through our IP rights. We may augment our R&D initiatives by acquiring or investing in or acquiring companies, or entering into R&D agreements, with other companies, as well as byand directly purchasing or licensing technology.
We have increased ourAreas Key to Product Leadership
Every year we make significant investments in R&D in each of the last five years and we have intensified our focus on areas key prioritiesto product leadership. Our objective is to improve user experiences and value through advances in product technology while exiting non-core businesses, such asperformance, power, cost, connectivity, security, form factor, and other features with each new generation of products. We are also focused on reducing our divestituredesign complexity, re-using IP, and increasing ecosystem collaboration to improve our efficiency, including a significant reduction of Wind River Systems, Inc. (Wind River) during 2018. design rules for future process nodes. | | | | | | | | | | | | PRODUCT TECHNOLOGY | | | We are focusing our R&D activities on six areas of engineering to advance our product capabilities. Our goal is to improve user experiences and value at the pace of Moore's Law through advances in performance, power, cost, connectivity, security features, form factor, and other features with each new generation of products. | Process technology.While developmentand packaging. We are creating a new wave of next-generation manufacturingcompute engines that mix and match different process technologies and then connect them with high-performance, low-power packaging technologies like EMIB1 and Foveros1, the industry's first implementation of stacked processing components. This disaggregated design approach allows us to manufacture different components of a chip on different processes, remains a critical and fundamental area of research, we aregiving us the flexibility to use the process that best serves our customers. | | | ▪We launched our Intel Core processors with Intel® Hybrid Technology, also pursuing innovations in packagingreferred to as Lakefield, which use Foveros 3D stacking technology to enableachieve a dramatic reduction in package area. ▪We introduced our 10nm SuperFin Technology, a redefinition of the FinFET with new approaches to chip design. In 2018, we announcedSuperMIM capacitors. It enables the largest single intranode enhancement in our history. We are planning further 10nm intranode enhancements. xPU architecture.The future is a new 3D packaging technology called "Foveros" that allows for stackingdiverse mix of logic chips, enabling products where input/output (I/O), static random-access memory (SRAM),scalar, vector, matrix, and power delivery circuits can be fabricatedspatial architectures deployed in CPU, GPU, accelerator, and FPGA | | sockets, enabled by a base diescalable software stack and high-performance logic "chiplets" can be stacked on top. Together with our Embedded Multi-die Interconnect Bridge (EMIB) technology,integrated into systems by advanced packaging allows for new hybrid chip designstechnology. We are building processors that can "mix and match" different technology IP blocks, which may be manufactured on different process nodes, into a single system-in-package, enabling new design flexibility and new device form factors. | | | | “Foveros” 3D packaging technologyspan four major computing architectures, moving toward an era of heterogeneous computing: |
Architecture.▪CPU.We are designing products for four major computing architectures—scalar (CPU products), vector (GPU products), matrix (AI accelerator products), and spatial (FPGA products)—as we move toward a model of providing multiple "xPU" compute platforms for a more diverse era of computing. In 2018, we announced "Sunny Cove,"started shipping our 11th Gen Intel Core processors, with our next-generation Willow Cove CPU microarchitecture, with architectural extensions designed for special-purpose computing tasks such as AIwhich includes redesigned caching hierarchy and cryptography,security enhancements, among other features. These processors also include the next generation of Intel Iris Xe graphics architecture with upgraded 3D performance and media engine capabilities.
▪GPU.We arelaunched the Intel Iris Xe MAX GPU for laptops and the first discrete Intel Server GPU. We also continuing developmentpowered on our first discrete GPU.next-generation GPU for client, referred to as DG2. ▪Accelerator. Habana Gaudi accelerators are at the forefront of AI solutions for data centers. Amazon Web Services announced that Habana Gaudi will be used to power future Amazon Elastic Compute Cloud instances. ▪FPGA. We announced Intel® Stratix® 10 NX and IntelStratix 10 AX FPGAs, extending our Intel Stratix 10 FPGA family. Memory.With our Intel® 3D NAND and Intel® Optane™ technologies, OptaneTM technology, we are developing products to disrupt the memory and storage hierarchy. We are shipping our ▪The Intel® Optane™ Optane DC Persistent Memory, which combines memory-like performancepersistent memory 200 series is available with 3rd Gen Intel Xeon Scalable platforms and will be supported with the larger capacity and persistence of storage, bringing more data closer to the CPU to help improve processing of big data sets like those used inIce Lake server processor. The series is targeted at many workloads, including in-memory AI and large databases. Our QLC 3D NAND technology allows users to move moreanalytics, databases, and virtual machine per container density. Interconnect.We deliver leading technologies that scale across all interconnect layers, spanning on-die, on-package, data from hard disks to SSDs, giving them faster access to their data.center, and long-distance networks. Interconnect.▪We have a broad portfolio of interconnect solutions, ranging from silicondata center connectivity products, including Intel® Ethernet, Intel® Silicon Photonics Optical Transceivers, and Intel® TofinoTM P4-programmable Ethernet switch ASICs.
▪The new 11th Gen Intel Core processors introduced integrated ThunderboltTM 4 and USB4. Thunderbolt 4, the next-generation universal cable connectivity solution, delivers increased minimum performance, expanded capabilities, and USB4 specification compliance. Thunderbolt 4 enables docks with up to four Thunderbolt ports and universal cables up to 2 meters in length.
1 Intel's definition is included in "Key Terms" within the Financial Statements and Supplemental Details. | | | | | | | | | | | | | Fundamentals of Our Business | Our Capital | 10 |
Security.We continue to deliver innovation to the data center to wireless. Our silicon photonics technology integrates lasers into silicon to create high-speed optical connections that can help remove networking bottlenecks in the data center.market across foundational security, workload protection, and software reliability. We are drivingworking with customers and partners to build a more trusted foundation in a data-centric world. ▪The new 11th Gen Intel Core processors include both TME and Intel® Control-flow Enforcement Technology (Intel® CET) security capabilities. TME provides the 5G transition by offering productscapability to encrypt the entirety of the physical memory of a system, while Intel CET delivers CPU-level security capabilities to help protect against common malware attack methods that communicationshave been a challenge to mitigate with software alone. ▪We announced Intel® Trust Domain Extensions (Intel® TDX), which enhance control of data security and IP protection for the cloud tenant while helping maintain the cloud service providers use to transform their networks for 5G, as well as through developmentprovider's role of 5G modems.managing resources and cloud-platform integrity. Security technologies.We have made significant investments in security technologies, and built-in security features are integrated into our design process and roadmap. InSoftware.Software unleashes the first half of 2018, we created the Intel Product Assurance and Security Group to serve as a center for security research across our products and businesses, not only to address the security issues of today, but also to monitor the evolving threat landscape and seek to continuously improve our product security in the years ahead.
Software.Software plays a critical role in unlocking the performance potential of our hardware products. Our vision is to unify our software abstractionsplatforms across all workloads, domains, and architectures.
▪We released the oneAPI open industry specification and launched the Gold release of Intel's oneAPI toolkits in support of our xPU platforms. Weroadmap. Our oneAPI toolkits enable developers to build cross-architecture applications using a single-code base across xPUs that take advantage of unique hardware features and lower software and maintenance cost. Developers can choose the best architecture for the problem they are developing a project called OneAPIsolving without needing to simplify programmingrewrite software for different architectures and platforms. ▪The OpenVINO toolkit brings the full power of our xPU roadmap to the Internet of Things, client, and data center businesses. This complementary production-level toolkit focuses on helping developers deliver high-performance deep learning inference and computer vision across our CPU, GPU, and FPGA AI and other accelerator products, providing a unified portfolio of developer tools for mapping software to the hardware that can best accelerate the code.products. IP RIGHTSRights We own and develop significant IP and related IP rights around the world that relate tosupport our products, services, R&D, and other activities and assets. Our IP portfolio includes patents, copyrights, trade secrets, trademarks, maskwork,mask work, and other rights. We actively seek to protect our global IP rights and to deter unauthorized use of our IP and other assets. For a detailed discussion of our IP rights, see "Intellectual Property Rights and Licensing" within Other Key Information.
| | | | | | | | | FUNDAMENTALS OF OUR BUSINESS | Our Capital | 12"In addition to pledging funds, Intel gave COVID-19 scientists and researchers free access to our vast worldwide intellectual property portfolio this year in the hope and belief that making this intellectual property freely available to them will save lives. We will continue to invent—and protect—our intellectual property, but we offered it freely to those working to protect people from the pandemic."
—Steve Rodgers, Executive Vice President and General Counsel |
| | | | | | | MANUFACTURED CAPITALManufacturing Capital |
We are an integrated device manufacturer (IDM).transforming from a traditional IDM to a modern IDM by investing to lead advances in silicon technology, leaning into our expertise and manufacturing scale, while evolving to engage with the ecosystem and leveraging our disaggregated design capabilities. Unlike many other semiconductor companies, we primarily design and manufacture our products in our own manufacturing facilities. We see our in-house manufacturing as one of our most critical forms of capitalfacilities and an important advantage. | | MANUFACTURING PROCESS TECHNOLOGY |
Wewe will continue to developintegrate engineering and manufacturing to provide new products with significant cost advantage. At the same time, our architectural shift to die disaggregation allows us to mix and match architectures, IP, process nodes, and silicon that creates increasing flexibility for our products.
In developing new generations of manufacturing process technology, as we seek to realize the benefits from Moore’sMoore's Law, a law of economics predicted by Intel’sour co-founder Gordon Moore more than 50 years ago. Realizing Moore’sMoore's Law results incan create economic benefits as we are able to either reduce a chip's cost as we shrink its size, or increase functionality and performance of a chip while maintaining the same cost with higher density. This makes possible the innovation of new products with higher performance while balancing power efficiency, cost, and size to meet customers' needs. Our ability to optimize and apply our manufacturing expertise to deliver more advanced, differentiated products has been foundational to our success and is a continued focus of our investments. As | | | | | | | "The IDM model has been foundational to Intel's success as a global leader in semiconductor manufacturing by enabling product optimization, improved economics, and supply assurance. We are committed to be the supplier of choice for achieving best-in-class performance and to deliver world-changing products on a predictable cadence for our customers."
—Keyvan Esfarjani, Senior Vice President and General Manager of Manufacturing and Operations | |
We shipped higher volumes of 10nm products in 2020 than we had anticipated at the beginning of the end of 2018,year. We also launched our platform products were manufactured on 300mm wafers,11th Gen Intel Core processors with the majority manufactured using our 14nm process node, and we are currently ramping our next-generationnew 10nm process node. We have lengthened our utilization of our 14nm process to meet an annual cadence of product introductions while developing 10nm process technology. Over the course of our 14nm process generation, we have achieved significant product performance improvement. We expect the same trend of utilizing a process node for multiple waves of products to continue as we ramp 10nm.SuperFin Technology. With our 10nm process technology, we are striving for an aggressive density improvement target, beyond the density scaling we delivered with 14nm. We have experienced challenges associated with 10nm development and implementation, and announced in 2018July 2020 that volume production on our 10nm products7nm-based CPU product timing would be delayed and that the primary driver was the yield of our 7nm manufacturing process. We will continue to invest in our future process technology roadmap and advanced packaging technologies to differentiate our products, provide manufacturing optionality and deliver a predictable cadence of leadership products to our customers.
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| | | | | | | "Our goal is to enable leadership products for Intel by delivering predictable process and packaging technology innovation."
—Ann Kelleher, Senior Vice President and General Manager of Technology Development | |
Network and Supply Chain Our global supply chain supports internal partners across architecture, product design, technology development, manufacturing and operations, sales and marketing, and business units, with the goal of enabling product and process leadership, industry-leading total cost of ownership, and uninterrupted supply for our customers. Our supply chain ecosystem comprises thousands of suppliers globally. Our worldwide site expansion projects remained on track despite disruptions from the second half of 2018 into 2019. We have made good progress on improving 10nm yields in 2018, andCOVID-19 pandemic. In addition to our own manufacturing capacity, we continue to expect volume client systems on retail shelves foruse third-party foundries to expand the 2019 holiday season,ways in which we can support our customers. These third-party solutions complement our manufacturing and provide additional flexibility. Our world-class safety standards and supply chain operations, including our robust risk management and crisis response model, have to date allowed our worldwide factory and supply chain network to continue to operate safely and with data center products to follow in 2020. FACTORY NETWORK AND SUPPLY CHAIN
mostly on-time deliveries despite the pandemic. | | | | | | | | | | The map marks our manufacturing facilities and their primary functions, as well as the countries where we have a significant R&D or sales and marketing presence.
Approximately half of our wafer manufacturing is conducted within the U.S. We incur factory start-up costs as we ramp our facilities for new process technologies. We continued to ramp the 10nm process node in our Oregon and Israel locations and to expand our memory fab, Fab 68. Memory investments represented approximately 20% of total capital spending for 2018.
| 
—Dr. Randhir Thakur, Corporate Vice President and Chief Supply Chain Officer | |
The majority of our logic wafer manufacturing is conducted in the U.S. We have 10 manufacturing sites—six are wafer fabrication, three are assembly/test facilities, and our Costa Rica site added in 2020 is a test-only site. The following map shows our present factory sites and the countries where we have a significant R&D and/or sales presence. In response to COVID-19, we quickly made operational changes and adopted measures to enable a continued safe environment for our employees and operation of our manufacturing sites. Our manufacturing facilities are primarily used for silicon wafer manufacturing, assembling, and testing of our platform and memory products. These facilities are built following a “copy exactly” methodology, whereby new process technologies are transferred identically from a central development fab to each manufacturing facility. This enables fast ramp of the operation as well as better quality control. These wafer fabsWe operate in a network of manufacturing facilities integrated as one factory to provide the most flexible supply capacity, allowing us to better analyze our production costs and adapt to changes in capacity needs. Our new process technologies are transferred identically from a central development fab to each manufacturing facility. After transfer, the network of factories and the development fab collaborate to continue driving operational improvements. This enables fast ramp of the operation, fast learning, and better quality control. We use a multi-source strategy for Our NAND memory fabrication facility in Dalian, China is included in the transaction entered into with SK hynix to divest our NAND memory business, to enable a robust and flexible supply chain. Throughout 2018, we increasedis part of the NAND assets held for sale as of December 26, 2020. Our Intel Optane memory capacitybusiness is expressly excluded from this transaction. The next generations of Intel Optane technology and SSDs are being developed in Fab 68, where we ramped 3D NAND production. In addition, we have a supplemental supply agreement withNew Mexico following the sale of our non-controlling interest in IMFT to Micron Technology, Inc. (Micron), as well as capacity from in 2019. We will continue to purchase product manufactured by Micron under our joint venture, IM Flash Technologies, LLC (IMFT) factory in Lehi, Utah. In January 2019, Micron called our interest in IMFT. The IMFTsupply agreement, provides for supply for up to one year afterwhich includes the closenext generation of the transaction.Intel® 3D XPointTM technology. We use third-party foundries to manufacture wafers for certain components and leverage subcontractors to augment capacity to perform assembly and test in addition to our in-house manufacturing, primarily for chipsets and adjacent products.
| | | | | | | | | | | | FUNDAMENTALS OF OUR BUSINESS | Fundamentals of Our CapitalBusiness | 13
Our Capital | 12 |
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HUMAN CAPITAL
Human Capital |
Culture is critically important to Intel's success. We are re-energizing our culture to deliver on our corporate purpose and to attract, develop, and retain top talent needed to build transformative products and services that help our customers succeed in an increasingly data-driven world. We invest in our highly-skilled global workforce of 110,600 people by seeking to create a diverse, inclusive, and safe work environment where our employees can learn, innovate, and deliver their workplace best every day. Our values—fearless, inclusion, customer-obsessed, one Intel, truth and transparency, and quality—guide how we make decisions, treat each other, and serve our customers. All employees are responsible for upholding these values, the Intel Code of Conduct, and Intel's Global Human Rights Principles, which form the foundation of our policies and practices and ethical business culture. | | | | | | | | | | | | Given the highly technical nature of our business, our success depends on our ability to attract and retain talented and skilled employees to create the technology of the future and delight our customers. Our global workforce of 107,400 is highly educated, with approximately 85% of our people working in technical roles. We invest in creating a diverse, inclusive, and safe work environment where our employees can deliver their workplace best every day. This environment fosters a rich and powerful culture that allows us to make a profound impact on the world. | | "In 2018, we met our U.S. diversity and inclusion goal—two years ahead of schedule. We are proud of our progress but not satisfied. We view diversity and inclusion as a business imperative that drives innovation and future growth. Every voice matters."
—Barbara Whye, Intel’s Chief Diversity and Inclusion Officer and Vice President of Human Resources
| All employees are responsible for upholding the Intel Values, Intel Code of Conduct, and Intel Global Human Rights Principles, which form the foundation of our policies and practices. We also place value on providing a wide range of opportunities to support the ongoing career development of employees. For over a decade, we have tracked and publicly reported on key human capital metrics, including workforce demographics, diversity and inclusion data, turnover, and training data. | |
| | | | DIVERSITY AND INCLUSION | | | Building an inclusive workforce, industry, and ecosystem is critical to helping us drive our business forward. We committed $300 million to advance diversity and inclusion in our workforce and in the technology industry, and met our goal to achieve full representation of women and underrepresented minorities in our U.S. workforce in 2018—two years ahead of schedule. We have a long-standing commitment to inclusive workplace policies. For example, to help ensure employee concerns are openly and transparently resolved, Intel does not seek arbitration of sexual harassment and other employment claims. | | GROWTH AND DEVELOPMENT | We invest significant resources to develop the talent needed to keep the company at the forefront of innovation and make Intel an employer of choice. We deliver training annually and provide rotational assignment opportunities. During 2017 and 2018, we trained our managers in inclusive management practices. Over the past five years, our undesired voluntary turnover rate has been below 5%. | COMMUNICATION AND ENGAGEMENT | | Our success depends on employees understanding how their work contributes to the company’s overall strategy. We use a variety of channels to facilitate open and direct communication, including open forums with executives; quarterly Organizational Health Polls; and engagement through more than 30 different employee resource groups, including the Women at Intel Network, the Network of Intel African American Employees, the Intel Latino Network, and others. | | COMPENSATION AND BENEFITS | We strive to provide pay, benefits, and services that help meet the varying needs of our employees. Our generous total rewards package includes market-competitive pay, broad-based stock grants and bonuses, a popular Employee Stock Purchase Plan, healthcare and retirement benefits, paid time off, flexible work schedules, sabbaticals, fertility assistance, and on-site services. For more than a decade, we’ve performed an annual compensation analysis in the U.S. to ensure pay equity by gender and race/ethnicity. In 2018, we began globalizing our analytics and recently announced that we’ve achieved gender pay equity globally. | HEALTH, SAFETY, AND WELLNESS | Our ultimate goal is to achieve zero serious injuries through continued investment in and focus on our core safety programs and injury-reduction initiatives. We provide access to a variety of innovative, flexible, and convenient employee health and wellness programs, including on-site health centers. |
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| | | | SOCIAL AND RELATIONSHIP CAPITAL |
We are committed to operating with transparency, and through open and direct communication, we work to develop trusted relationships with all stakeholders, including employees, customers, suppliers, governments, and communities. We also empower our employees to give back to the communities where we operate and engage them in corporate responsibility and sustainability initiatives. Our commitment to stakeholder collaboration and investments in social impact initiatives, including support of the United Nations Sustainable Development Goals, has resulted in our reputation as a leading corporate citizen, which has created value for Intel in terms of social license to operate and a positive operating environment. Each year, we receive third-party recognitions for our corporate responsibility leadership and ethical business practices. In 2018, recognitions included the Fortune 2018 Change the World List, Ethisphere’s World’s Most Ethical Companies, and Forbes/Just Capital’s America’s Most “Just” Companies.
| | | | | | ECONOMIC IMPACT | | "People with diverse perspectives, experiences, and input are critical to Intel’s innovation, playing important roles in key projects and programs across the company. An essential element of our growth strategy is to build a culture that empowers and inspires employees to collaborate and create, as we strive to become the most inclusive workplace on the planet."
—Sandra Rivera, Executive Vice President and Chief People Officer
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 | | | | | | | | The health of our company and local economies depend on continued investments in innovation. We provide high-skill, high-paying jobs at Intel sites around the world and also impact economies through our R&D ecosystem spending, sourcing activities, consumer spending by our employees, and tax revenue. Many of these are manufacturing and R&D jobs located in our own domestic and international factories. In addition, we make sizable capital investments and provide leadership in public-private partnerships to spur economic growth and innovation.Inclusion | SOCIAL IMPACT | | We are at the forefront of new technologies—such as AI, autonomous driving, and 5G wireless broadband—that are increasingly being used to empower individuals, companies, and governments around the world to solve major societal challenges. Simultaneously, we are empowering people through education and advancing social impact initiatives, helping us build trust with key external stakeholders and support the interests of our employees. Through the Intel® She Will Connect program, we have collaborated with global and local partners to empower millions of women and girls through technology skills training. Our employees actively share their expertise and skills through technology-related volunteer initiatives, and over the past 10 years have contributed more than 10 million hours of service in the communities where we operate. In celebration of our 50th anniversary, we set a goal to have 50,000 employees donate 1 million volunteer hours during 2018. We exceeded the goal with more than 68,000 employees contributing approximately 1.5 million hours. | | SUPPLY CHAIN RESPONSIBILITY | Actively managingDiversity and inclusion are core to Intel's values and instrumental in driving innovation and delivering stronger business growth. We achieved our supply chain creates2020 goal of full representation in our U.S. workforce two years ahead of schedule, the result of an integrated strategy focused on hiring, retention, and progression. We are proud of what we have accomplished to advance diversity and inclusion, but we recognize we still have work to do, including beyond the walls of Intel. Our RISE strategy and 2030 goals set our global ambitions for the next decade, including doubling the number of women in senior leadership; exceeding 40% female representation in technical roles, including engineering positions and other roles with technical job requirements; increasing the percentage of employees who self-identify as having a disability to 10%; and ensuring accountability for embedding inclusive leadership practices across our business. Our goals also include doubling the number of underrepresented minorities in U.S. senior leadership. To drive accountability, we continue to link a portion of our executive and employee compensation to diversity and inclusion metrics.
Today's greatest challenges require a shared commitment to a plan and meaningful action. That is why we have committed our scale, expertise, and reach through our comprehensive RISE strategy to work with customers and other stakeholders to accelerate the adoption of inclusive business value for Intelpractices across industries. We are creating and our customers by helping us reduce risks, improve product quality, achieve environmentalimplementing a Global Inclusion Index and socialconvening a coalition of companies to focus on unified goals and raisemetrics that will be shared through the overall performance of our suppliers. Overindex. This collective effort will allow the past five years, we have completedindustry to more than 500 supplier audits using the Responsible Business Alliance Code of Conduct standard and have expanded training and capacity-building programs with our suppliers.clearly identify actions needed to advance progress. We actively collaborate with others and lead industry initiatives on key issues such as advancing responsible minerals sourcing, addressing risks of forced and bonded labor, and improving transparency around climate and water impacts in the global electronics supply chain. Wewill also continue to work towardcollaborate on initiatives that expand the diverse pipeline of talent for our goalindustry, advance social equity, make technology fully inclusive, and expand digital readinessfor millions of reaching $1 billion in annual spending with diverse-owned suppliers by 2020, and are investing in programs to create new career pathways intopeople around the technology industry.world.
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Compensation and Benefits
We strive to provide pay, benefits, and services that help meet the varying needs of our employees. Our total rewards package includes market-competitive pay, broad-based stock grants and bonuses, an employee stock purchase plan, healthcare and retirement benefits, paid time off and family leave, parent reintegration, fertility assistance, flexible work schedules, sabbaticals, and on-site services. Since 2019, we have achieved gender pay equity globally and we continued to maintain race/ethnicity pay equity in the U.S. We achieve pay equity by closing the gap in average pay between employees of different genders or race/ethnicity in the same or similar roles after accounting for legitimate business factors that can explain differences, such as location, time at grade level, and tenure. We also advanced transparency in our pay and representation data by publicly releasing our EEO-1 survey pay data in 2019. Although the U.S. Equal Employment Opportunity Commission did not require employers to file EEO-1 survey pay data in 2020 due to COVID-19, we felt it was important to continue collecting the data and to disclose it publicly in 2020. We believe that our holistic approach toward pay equity, representation, and creating an inclusive culture enables us to cultivate a workplace that helps employees develop and progress in their careers at all levels. To aid and support employees during COVID-19, we are investing more than $100 million in additional benefits, including special recognition for employees working on site. We also put in place a telecommuting reimbursement program to help employees required to work from home improve their workspaces, and increased flexibility in our leave programs to support employees caring for children and others. 1 Senior leadership refers to salary grades 10+ and equivalent grades. While we present male and female, we acknowledge this is not fully encompassing of all gender identities. 2 The term underrepresented minority (URM) is used to describe diverse populations, including African American, Hispanic, and Native American employees in the U.S. | | | | | | | | | | | | | Fundamentals of Our Business | Our Capital | 13 |
Growth and Development We invest significant resources to develop the talent needed to remain at the forefront of innovation and make Intel an employer of choice. We offer extensive training programs and provide rotational assignment opportunities. We implemented a new performance management system to support our culture evolution and to increase focus on continuous learning and development. Through our regular Employee Experience Surveys, employees can voice their perceptions of the company and their work experience, including learning and development opportunities. Our undesired turnover rate was 4% in 2020. Health, Safety, and Wellness Our commitment in Intel's Environmental, Health, and Safety Policy is to provide a safe and injury-free workplace. We continually invest in programs designed to improve physical, mental, and social well-being. We provide access to a variety of innovative, flexible, and convenient health and wellness programs, including on-site health centers, which were increasingly critical this year for our essential workers who have worked on site since the start of the COVID-19 pandemic. Throughout our response to COVID-19, our priority has remained protecting the health and safety of our employees. Intel's Pandemic Leadership Team—which has been in place for 15 years—regularly reviews and adapts our policies based on evolving research and guidance related to the virus. In support of our 2030 goals, we will continue to build our strong safety culture and drive global expansion of our corporate wellness program through continued employee education and engagement activities. | | | | | | | Social and Relationship Capital |
We are committed to engaging in corporate responsibility and sustainability initiatives that support our communities and help us develop trusted relationships with our stakeholders. Proactive engagement with our stakeholders and investments in social impact initiatives, including those aligned with the United Nations Sustainable Development Goals, advance our position as a leading corporate citizen and create shared value for Intel, our global supply chain, and our communities. Economic and social. The health of our business and local economies depends on continued investments in innovation. We provide high-skill, high-paying jobs around the world. Many of these are manufacturing and R&D jobs located in our own domestic and international factories. We also benefit economies through our R&D ecosystem spending, sourcing activities, consumer spending by our employees, and tax payments. We make sizable capital investments and provide leadership in public-private partnerships to spur economic growth and innovation. We stand at the forefront of new technologies that are increasingly being used to empower individuals, companies, and governments around the world to solve major societal challenges. We also aim to empower people through education and advance social initiatives to create career pathways into the technology industry. This has included our global Intel AI for Youth program, scaled in partnership with governments and institutions to empower youth with digital readiness and AI skills, as well as our multi-year partnerships with historically black colleges and universities in the U.S. aimed at increasing the number of African Americans who pursue electrical engineering, computer engineering, and computer science fields. Our employees and retirees actively share their expertise through volunteer initiatives in the communities where we operate. These efforts contributed more than 10 million hours of service over the past decade, and our new goals include a commitment to volunteer an additional 10 million hours by 2030. In 2020, we volunteered 910 thousand hours. COVID-19 presented challenges for in-person volunteering, resulting in lower reported volunteer hours compared to prior years. However, we saw an outpouring of support from employees for virtual volunteering, donations, and innovative technology projects to support our communities. In April, we announced the Pandemic Response Technology Initiative, a commitment of $50 million to combat COVID-19. Our focus is to leverage our technology, expertise, resources, and our global ecosystem, to accelerate access to technology that can combat the current pandemic and get ahead of future pandemics through scientific discovery, enable remote learning for students, and aid in economic recovery. To date, we have partnered with many organizations on numerous projects across sectors, including technology, healthcare, education, industrial, retail, transportation, and academia. Human rights commitment. We are committed to maintaining and improving processes to avoid human rights violations related to our operations, supply chain, and products. We have established an integrated approach to managing human rights across our business, including board-level oversight and the involvement of senior-level Management Review Committees. We also meet throughout the year with external stakeholders and experts on human rights to continue to inform and evolve our human rights policies and oversight processes. While we do not always know nor can we control what products our customers create or the applications end users may develop, we do not tolerate our products being used to violate human rights. Where we become aware of a concern that Intel products are being used by a business partner in connection with abuses of human rights, we restrict or cease business with the third party until we have high confidence that Intel's products are not being used to violate human rights. As a result, in 2020 we restricted certain sales based on our Human Rights Principles that would have otherwise been considered lawful. Supply Chain Responsibility We actively manage our supply chain to help reduce risk, improve product quality, achieve environmental and social goals, and improve overall performance and value creation for Intel, our customers, and our suppliers. To drive responsible and sustainable practices throughout our supply chain, we have robust programs to educate and engage suppliers that support our global manufacturing operations. We actively collaborate with other companies and lead industry initiatives on key issues such as improving transparency around climate and water impacts in the global electronics supply chain and, as part of our RISE strategy, we will advance collaboration across our industry on responsible minerals sourcing. | | | | | | | | | | | | | Fundamentals of Our Business | Our Capital | 14 |
Over the past decade, we have directly engaged with our suppliers to verify compliance and build capacity to address risks of forced and bonded labor and other human rights issues. We perform supplier audits and identify critical direct suppliers to engage through capability-building programs, which help suppliers build sustainability acumen and verify compliance with the Responsible Business Alliance and our Code of Conduct. The suppliers covered by these audits represent 78% of cash payments made to managed suppliers. We also engage with indirect suppliers through our programs on forced and bonded labor, responsible minerals, and supplier diversity. Although COVID-19 presented travel and safety challenges in 2020 that impacted our ability to complete as many in-person supplier audits as in the previous year, we continued to engage with our suppliers and communicate our expectations and requirements. To achieve our 2030 goals, we will significantly expand the number of suppliers covered by our engagement activities to deepen accountability for human rights. Our commitment to diversity and inclusion also extends to our suppliers. We believe a diverse supply chain supports greater innovation and value for our business. We achieved our 2020 goal to reach $1 billion in annual spending with diverse-owned suppliers and our new 2030 goals include doubling this figure over the next decade. Beginning in 2021, we will not retain or use outside law firms in the U.S. that are average or below average on diversity for their equity partners. We are applying a similar rule to firms used by our tax department, including non-legal firms. Driving to the lowest environmental footprint possible helps create efficiencies, lower costs, and respond to the needs of our stakeholders. We invest in conservation projects and set company-wide environmental targets to drive reductions in greenhouse gas emissions, energy use, water use, and waste generation. We build energy efficiency into our products to help our customers lower their own emissions and energy costs, and we collaborate with policymakers and other stakeholders to use technology to address environmental challenges. We achieved our 2020 greenhouse gas goal, reducing our emissions 39% on a per unit basis from 2010 levels. Through our 2030 goals we will continue to drive to higher levels of operational efficiency, including a further 10% reduction in our carbon emissions on an absolute basis even as we continue to grow. Our 2030 strategy and goals also focus on improving product energy efficiency and increasing our "handprint"—the ways in which Intel technologies can help others reduce their footprints, including Internet of Things solutions that enable intelligence in machines, buildings, supply chains, and factories, and make electrical grids smarter, safer, and more efficient. Climate and Energy We focus on reducing our own climate impact, and over the past two decades have reduced our direct emissions and indirect emissions associated with energy consumption. We achieved our 2020 energy goal, saving more than 4.5 billion kWh since 2012 by investing in energy conservation projects in our global operations. In 2020, we conserved more than 155 million kWh of energy in support of our new 2030 goal to conserve an additional 4 billion kWh of energy over the next 10 years. In addition to conserving energy, we invest in green power and on-site alternative energy projects that provide power directly to our buildings. We continue to link a portion of our executive and employee compensation to corporate responsibility metrics. In 2020, these included a climate-related metric to use 75% renewable energy globally during the year, which supports our 2030 goal to achieve 100% renewable energy use across our global manufacturing operations. In 2020, we signed on to RE100, a global coalition of businesses committed to 100% renewable electricity use. We are committed to transparency around our carbon footprint and climate risk and use the framework developed by the TCFD to inform our disclosure on climate governance, strategy, risk management, and metrics and targets. For governance and strategy, we follow an integrated approach to address climate change, with multiple teams responsible for managing climate-related activities, initiatives, and policies. Strategies and progress toward goals are reviewed with senior executives and the Intel Board of Directors' Corporate Governance and Nominating Committee. We describe our overall risk management processes in our Proxy Statement, and describe our climate-related risks and opportunities in our annual Corporate Responsibility Report, the Intel Climate Change Policy, and "Risk Factors" within this Form 10-K. In addition to what is included within this Form 10-K, results of our 2020 goals and information on our 2030 goals, are included in our Corporate Responsibility Report. Our Corporate Responsibility Report includes a mapping of our disclosure to the TCFD, the Sustainability Accounting Standards Board framework, and our CDP Climate Change Survey, all available on our website.1 Water Stewardship Water is essential to the semiconductor manufacturing process. We use ultrapure water to remove impurities from our silicon wafers, and we use fresh and reclaimed water to run our manufacturing facility systems. Over the past decade, our sustainable water management efforts and partnerships have enabled us to conserve billions of gallons of water, and through our 2030 goals we have committed to conserve an additional 60 billion gallons in this decade. As part of this commitment, we plan to achieve net positive water use globally. In 2020, we linked a portion of our executive and employee compensation to our target to conserve more than 5 billion gallons of water in our operations and fund new water restoration projects in collaboration with environmental and community partners that restore more than 1 billion gallons of water during the year to local watersheds.  1 The contents of our website and our Corporate Responsibility Report, Climate Change Policy, and CDP Climate Change Survey are referenced for general information only and are not incorporated by reference in this Form 10-K. | | | | | | | | | | | | | Fundamentals of Our Business | Our Capital | 15 |
Circular Economy and Waste Management We have long been committed to waste management, recycling, and circular economy strategiesthat enable the recovery and productive re-use of waste streams. We achieved our 2020 waste management goals, reaching a 93% recycle rate for our non-hazardous waste and sending zero hazardous waste to landfills.1 Our 2030 goals include a target of zero total waste to landfill, as well as implementation of circular economy strategies for 60% of our manufacturing waste streams in partnership with our suppliers. This can include reuse of waste streams directly in our own operations or enabling reuse of our waste streams by other industries. Value We Create Each of our six forms of capital plays a critical role in our long-term value creation. We consider numerous indicators in determining the success of our capital deployment in creating value. Highlights of value created in 2020 are as follows:
1 We define zero hazardous waste to landfill as 1% or less. 2 See "Non-GAAP Financial Measures" within MD&A. | | | | | | | | | | | | | Fundamentals of Our Business | Our Capital | 16 |
| | | | | | | Management's Discussion and Analysis | | | |
Our Products We are at the forefront of developing new technologies and products as building blocks for an increasingly smart and connected world. These technologies and products are used as integrated solutions for a broad spectrum of markets. | | | | | | | We Have an End-to-End Product Portfolio |
From processing to moving and storing data, our end-to-end product portfolio offers innovative solutions that scale from edge computing to the network, the cloud, and the emerging fields of AI and autonomous driving. Our products, such as our gaming CPUs, may be sold directly to end consumers, or they may be further integrated by our customers into end products such as notebooks and storage servers. Combining some of these products—for example, integrating FPGAs and memory with Intel Xeon processors in a data-center solution—enables incremental synergistic value and performance. We introduced new products in 2020 such as 10nm-based 11th Gen Intel Coreprocessors, 3rd Gen Intel Xeon Scalable processors (previously referred to as Cooper Lake), Intel AtomP5900 processors for wireless base stations, a next-generation structured ASIC for 5G network acceleration, Intel Stratix 10 NX FPGAs, and the Intel OptaneDC persistent memory 200 series. We are now shipping our 10nm-based 3rd Gen Intel Xeon Scalable processors (previously referred to as Ice Lake).  Platform Products: Our platform products can be a CPU and chipset, an SoC, or a multichip package, based on Intel® architecture that processes data and controls other devices in a system. These products are primarily used in solutions sold through CCG, DCG, and IOTG. Adjacent Products:Our non-platform, or adjacent, products can be combined with platform products to form comprehensive platform solutions to meet customer needs. These products are used in solutions sold through each of our businesses and include the following: ▪Accelerators - Silicon products that can operate alone or accompany our processors in a system, such as FPGAs for PSG, VPUs for IOTG, and Mobileye EyeQ* SoCs ▪Boards and Systems - Server boards and small form factor systems such as Intel® NUCs for CCG ▪Connectivity Products - Ethernet controllers and silicon photonics for DCG; and cellular modems, Wi-Fi, and Bluetooth® for CCG ▪Memory and Storage Products - SSD, persistent memory, and memory components sold through NSG and DCG
| | | | | | | | | | | | | | | | FUNDAMENTALS OF OUR BUSINESS | "Our Capital | 15customers' success is our obsession. We are committed to delivering a portfolio of the best quality products, performance, and experiences to enable our customers to solve the world's most challenging problems."
—Michelle Johnston Holthaus, Executive Vice President and General Manager of the Sales, Marketing and Communications Group
| |
| | Driving to the lowest environmental footprint possible helps us achieve efficiency, lower costs, and respond to the needs of our customers and community stakeholders. We invest in conservation projects and set company-wide environmental targets, seeking to drive reductions in greenhouse gas emissions, energy use, water use, and waste generation. We focus on building energy efficiency into our products to help our customers lower their own emissions and energy costs. We also collaborate with policymakers and other stakeholders to identify opportunities to apply technology to environmental challenges such as climate change and water conservation.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | CLIMATE AND ENERGY | | We focus on reducing our own direct climate “footprint” and over the past two decades have reduced our direct emissions and electricity generated emissions. We also continue to be one of the largest voluntary corporate purchasers of green power. Since 2012, we have invested more than $200 million in energy conservation projects in our global operations, resulting in cumulative savings of more than 4 billion kilowatt hours and cost savings of approximately $500 million through the end of 2018. We also focus on increasing our “handprint”—the ways in which Intel technologies can help others reduce their footprints, and collaborate on shaping public policy responses to climate change, both at the international level and in the countries and regions where we operate. | GREENER BUILDINGS | Our engineers have long incorporated green design standards and concepts into the new construction and renovation of our facilities. We continue to be on track to meet our goal to design all new buildings to a minimum Leadership in Energy and Environmental Design (LEED) Gold certification, and to date have achieved LEED certification for more than 17 million square feet, or approximately 26% of our total operational space. The Internet of Things is also expanding opportunities in the area of green buildings, including smart building energy management systems. Working with ecosystem partners, we are advancing solutions in this area, as well as incorporating these technologies into our own green building strategies. For example, one of our newest buildings, an office building in Bangalore, India that received LEED Platinum certification, is equipped with more than 9,000 sensors and has 50% lower energy demand compared to most traditional office buildings in the area. | WASTE MANAGEMENT AND RECYCLING | | In each of the past five years, we have recycled more than 84% of the non-hazardous waste generated in our global operations and continue to work toward our 2020 goals of recycling 90% of our non-hazardous waste and sending zero hazardous waste to landfills. Our aim is to continue to invest in reducing the amount of waste we generate while increasing the amount recycled.
| WATER STEWARDSHIP | Water is essential to the semiconductor manufacturing process. We use ultrapure water to remove impurities from our silicon wafers, and we use industrial and reclaimed water to run our manufacturing facility systems. Over the last two decades, our sustainable water management efforts and partnerships have enabled us to conserve billions of gallons of water and we return approximately 80% of our water back to our communities. In 2018, we continued to make progress toward our goal to restore 100% of our global water use by 2025 through funding collaborative community-based projects that will restore water in amounts equivalent to what our business consumes. | SUPPLIER ENVIRONMENTAL IMPACT | We also partner with our suppliers to manage their environmental impact, which in turn reduces our own environmental impact, lowers supply chain risk, and can decrease costs. In 2018, we again attained a Leadership “A” rating on Supplier Engagement from CDP (which evaluates global companies on their environmental disclosure) for our work to encourage our suppliers to increase the level of transparency on their climate and water footprints. | | | | |
| | | | FUNDAMENTALS OF OUR BUSINESS | Our Capital | 16
|
STOCKHOLDER RETURN
Through attention to constant improvement, we strive for our capital to work together in a manner consistent with our focus on long-term value creation. Long-term total stockholder return provides one measure of value creation, though we also consider other indicators of success for our deployment of capital, such as diversity advancement for our human capital. The stock performance graph and table that follow compare the cumulative total stockholder return on Intel's common stock with the cumulative total return of the Dow Jones U.S. Technology Index*, the Standard & Poor’s 100 Stock Index (S&P 100 Index*), the Standard & Poor’s 500 Stock Index (S&P 500 Index*), the Standard & Poor’s 500 IT Stock Index (S&P 500 IT Index*), and the PHLX Semiconductor Sector Index (SOX Index*)1 for the five years ended December 29, 2018. The cumulative returns shown on the graph are based on Intel's fiscal year.
Comparison of Five-Year Cumulative Return for Intel,
the Dow Jones U.S. Technology Index, S&P 100 Index, S&P 500 Index, S&P 500 IT Index, and SOX Index
| | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended | | Dec 28,
2013 | | Dec 27,
2014 | | Dec 26,
2015 | | Dec 31,
2016 | | Dec 30,
2017 | | Dec 29,
2018 | | Intel Corporation | | $ | 100 |
| | $ | 151 |
| | $ | 145 |
| | $ | 156 |
| | $ | 204 |
| | $ | 211 |
| | Dow Jones U.S. Technology Index | | $ | 100 |
| | $ | 123 |
| | $ | 126 |
| | $ | 143 |
| | $ | 196 |
| | $ | 193 |
| | S&P 100 Index | | $ | 100 |
| | $ | 114 |
| | $ | 117 |
| | $ | 129 |
| | $ | 157 |
| | $ | 150 |
| | S&P 500 Index | | $ | 100 |
| | $ | 116 |
| | $ | 117 |
| | $ | 130 |
| | $ | 158 |
| | $ | 150 |
| | S&P 500 IT Index | | $ | 100 |
| | $ | 123 |
| | $ | 128 |
| | $ | 145 |
| | $ | 201 |
| | $ | 199 |
| | SOX Index | | $ | 100 |
| | $ | 133 |
| | $ | 131 |
| | $ | 179 |
| | $ | 252 |
| | $ | 235 |
|
| | 1
| The graph and table assume that $100 was invested on the last day of trading for the fiscal year ended December 28, 2013 in Intel's common stock, the Dow Jones U.S. Technology Index, S&P 100 Index, S&P 500 Index, S&P 500 IT Index, and SOX Index, and that all dividends were reinvested. The Dow Jones U.S. Technology Index was presented as a comparison in the 2017 Form 10-K stock performance graph as a peer index. We have added three indices that we consider more representative than the Dow Jones U.S. Technology Index: the S&P 100 Index, which includes a more diversified group of companies across major industrial sectors; the S&P 500 IT Index, which represents large capitalization IT industry performance; and the SOX Index, which more precisely represents overall semiconductor industry performance. |
| | | | FUNDAMENTALS OF OUR BUSINESS | Our Capital | 17
|
| | | | | | EXECUTIVE OFFICERS OF THE REGISTRANT | | AGE | | OFFICE(S) | Andy D. Bryant | | 68 | | Chairman of the Board | Dr. Venkata S.M. Renduchintala | | 53 | | Group President, Technology, Systems Architecture and Client Group; Chief Engineering Officer | Steven R. Rodgers | | 53 | | Executive Vice President; General Counsel | Navin Shenoy | | 45 | | Executive Vice President; General Manager, Data Center Group | Robert H. Swan | | 58 | | Chief Executive Officer | Todd M. Underwood | | 49 | | Interim Chief Financial Officer; Vice President of Finance and Director, Corporate Planning and Reporting |
Andy D. Bryanthas been Chairman of our Board of Directors since May 2012. Mr. Bryant served as Vice Chairman of the Board of Directors of Intel from July 2011 to May 2012. From 2007 to 2012, Mr. Bryant served as Chief Administrative Officer. Mr. Bryant joined Intel in 1981 and served in a number of executive roles at the company. He was Executive Vice President, Technology, Manufacturing, and Enterprise Services from 2009 to 2012. Mr. Bryant previously served as Executive Vice President, Finance and Enterprise Services from 2007 to 2009; Executive Vice President, Chief Financial and Enterprise Services Officer from 2001 to 2007; Senior Vice President, Chief Financial and Enterprise Services Officer from 1999 to 2001; Senior Vice President, Chief Financial Officer from January 1999 to December 1999; and Vice President, Chief Financial Officer from 1994 to 1999. Mr. Bryant also serves on the board of directors of Columbia Sportswear Company and McKesson Corporation.
Dr. Venkata S.M. (“Murthy”) Renduchintala joined Intel in November 2015 and serves as Group President of our Technology, Systems Architecture and Client Group (TCSG) and Chief Engineering Officer. In this role, Dr. Renduchintala oversees Intel's labs, technology development, manufacturing, and systems architecture engineering teams, as well as our client computing and connectivity business. His TCSG organization is responsible for aligning technology, engineering, product design, and process development across all our businesses and for providing business and strategic direction for our client and connectivity offerings. Dr. Renduchintala joined Intel as Executive Vice President and President, Client and Internet of Things Businesses and System Architecture Group, which expanded into the TSCG organization in 2018, and was named Group President and Chief Engineering Officer in April 2017. From 2004 to 2015, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, most recently as Co-President of Qualcomm CDMA Technologies from June 2012 to November 2015 and Executive Vice President of Qualcomm Technologies Inc. from October 2012 to November 2015. Before joining Qualcomm, Dr. Renduchintala served as Vice President and General Manager of the Cellular Systems Division of Skyworks Solutions Inc./Conexant Systems Inc. and he spent a decade with Philips Electronics, where he held various positions, including Vice President of Engineering for its consumer communications business. Dr. Renduchintala also serves on the board of directors of Accenture plc.
Steven R. Rodgershas been our Executive Vice President and General Counsel since January 2017 and oversees our legal, government, human resources, and China groups. He previously led our legal and government groups as Senior Vice President and General Counsel from January 2015 to January 2017 and as Corporate Vice President and General Counsel from June 2014 to January 2015. Mr. Rodgers joined Intel in 2000 and has held a number of roles in our legal department, including as Corporate Vice President and Deputy General Counsel from January 2014 until his appointment as Intel's fifth General Counsel in June 2014. Prior to joining Intel, Mr. Rodgers was a litigation partner at the firm of Brown & Bain, P.A.
Navin Shenoyhas been Executive Vice President and General Manager of the Data Center Group since May 2017. In this role, he oversees our Data Center Group, Internet of Things Group, and Programmable Solutions Group and leads strategy and product development for many of our data-centric offerings, including server, network, storage, AI, Internet of Things, and FPGA products, across a range of use cases that include cloud computing, virtualization of network infrastructure, and AI adoption. From May 2016 to May 2017, Mr. Shenoy was Senior Vice President and General Manager of the Client Computing Group. From April 2012 to April 2016, he served as General Manager of the Mobility Client Platform Division, as Vice President from April 2012 until December 2014 and Corporate Vice President from January 2015 to May 2016. From October 2007 to April 2012, Mr. Shenoy served as Vice President and General Manager of our Asia-Pacific business. Mr. Shenoy joined Intel in 1995.
Robert ("Bob") H. Swan was appointed our Chief Executive Officer and a member of our Board of Directors on January 30, 2019. Mr. Swan had served as our interim Chief Executive Officer since June 2018 and has been our Executive Vice President, Chief Financial Officer since joining Intel in October 2016. As CFO, he oversees Intel’s global finance organization—including finance, accounting and reporting, tax, treasury, internal audit, and investor relations—IT, Intel Capital, and our corporate strategy office. From September 2015 to September 2016, Mr. Swan served as an Operating Partner at General Atlantic LLC, a private equity firm. He served as Senior Vice President, Finance and Chief Financial Officer of eBay Inc. from March 2006 to July 2015. Previously, Mr. Swan served as Executive Vice President, Chief Financial Officer of Electronic Data Systems Corporation, Executive Vice President, Chief Financial Officer of TRW Inc., as well as Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer of Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric, serving for 15 years in numerous senior finance roles. Mr. Swan also serves on the board of directors of eBay.
Todd M. Underwood was appointed our interim Chief Financial Officer as of January 31, 2019. Since August 2016, Mr. Underwood has been our Vice President of Finance and Director, Corporate Planning and Reporting, with responsibility for leading our financial planning processes, management reporting, and quarterly earnings process. From June 2015 to August 2016, he served as Vice President of Finance and Co-Executive-in-Residence with responsibility for integration activities of Intel’s acquisition of Altera. Mr. Underwood served as Vice President of Finance for the Mobile and Communications Group from January 2012 to June 2015. Prior to that, he served as Director of Finance for Intel Capital from June 2008 to January 2012. Mr. Underwood joined Intel in 1992.
| | | | FUNDAMENTALS OF OUR BUSINESS | Who Manages Our Business | 18 |
| | MANAGEMENT'S DISCUSSION AND ANALYSIS (MD&A) |
Five years ago, we set out a strategy to transform from a PC-centric to a data-centric company. Our 2018 results serve as a strong proof point that our strategy is working and our transformation is well underway. We achieved record revenue and earnings per share (EPS), driven by strong business performance, continued operating leverage, and a lower tax rate. Revenue from our data-centric businesses collectively increased by double digits. Our PC-centric business grew above our expectations and continued to be a source of profit, cash flow, scale, and intellectual property (IP). While we have had delays in implementing our 10 nanometer (nm) manufacturing process technology, we have continued to innovate in our 14nm products, introducing leadership products that deliver more value to our customers. We've expanded beyond PC and server businesses with significant growth in adjacent products, and gained share in an expanded $300 billion TAM1. Our employees are executing to our strategy by developing compelling technology and delivering innovative products to our customers, enabling strong financial growth. For key highlights of the results of our operations, see "A Year in Review" within Fundamentals of Our Business.
| | | | | | | | | | | | | | | | | | | | | | | Years Ended
(In Millions, Except Per Share Amounts) | | December 29, 2018 | | December 30, 2017 | | December 31, 2016 | | | Amount | | % of Net Revenue | | Amount | | % of Net Revenue | | Amount | | % of Net Revenue | | Net revenue | | $ | 70,848 |
| | 100.0 | % | | $ | 62,761 |
| | 100.0 | % | | $ | 59,387 |
| | 100.0 | % | | Cost of sales | | 27,111 |
| | 38.3 | % | | 23,663 |
| | 37.7 | % | | 23,154 |
| | 39.0 | % | | Gross margin | | 43,737 |
| | 61.7 | % | | 39,098 |
| | 62.3 | % | | 36,233 |
| | 61.0 | % | | Research and development | | 13,543 |
| | 19.1 | % | | 13,035 |
| | 20.8 | % | | 12,685 |
| | 21.4 | % | | Marketing, general and administrative | | 6,750 |
| | 9.5 | % | | 7,452 |
| | 11.9 | % | | 8,377 |
| | 14.1 | % | | Restructuring and other charges | | (72 | ) | | (0.1 | )% | | 384 |
| | 0.6 | % | | 1,744 |
| | 2.9 | % | | Amortization of acquisition-related intangibles | | 200 |
| | 0.3 | % | | 177 |
| | 0.3 | % | | 294 |
| | 0.5 | % | | Operating income | | 23,316 |
| | 32.9 | % | | 18,050 |
| | 28.8 | % | | 13,133 |
| | 22.1 | % | | Gains (losses) on equity investments, net | | (125 | ) | | (0.2 | )% | | 2,651 |
| | 4.2 | % | | 506 |
| | 0.9 | % | | Interest and other, net | | 126 |
| | 0.2 | % | | (349 | ) | | (0.6 | )% | | (703 | ) | | (1.2 | )% | | Income before taxes | | 23,317 |
| | 32.9 | % | | 20,352 |
| | 32.4 | % | | 12,936 |
| | 21.8 | % | | Provision for taxes | | 2,264 |
| | 3.2 | % | | 10,751 |
| | 17.1 | % | | 2,620 |
| | 4.4 | % | | Net income | | $ | 21,053 |
| | 29.7 | % | | $ | 9,601 |
| | 15.3 | % | | $ | 10,316 |
| | 17.4 | % | | Earnings per share - Diluted | | $ | 4.48 |
| | | | $ | 1.99 |
| | | | $ | 2.12 |
| | |
| | 1
| Source:% Intel calculated 2022 TAM derived from industry analyst reports.
|
| | | | MD&A | Consolidated Results and Analysis | 19 |
REVENUE
We have achieved our third year in a row of record revenue, demonstrating that our strategy and transformation from a PC to a data-centric company is paying off. Our total revenue grew from $55.9 billion in 2014 to $70.8 billion in 2018, representing 6% compound annual growth rate (CAGR). Data-centric businesses collectively grew faster than Intel as a whole at 13% CAGR over the last five years and are approaching 50% of our revenue.
| | PC TO DATA-CENTRIC TRANSFORMATION OVER THE LAST 5 YEARS |
| | Revenue | | | | | | ■ PC-centric $B
| ■ Data-centric $B
| — Data-centric as a % of total Intel revenue
| |
2018 – 2017
In 2018, revenue was $70.8 billion, up $8.1 billion, or 13%, from 2017. The increase in revenue was primarily driven by strong performance across our data-centric businesses, which collectively grew 18% year over year and made up nearly half of our total revenue in 2018. Our recently acquired Mobileye business had revenue of $698 million. Our PC-centric business grew 9%, above our expectations, due to PC TAM1 growth and demand for our leadership products. The increase in 2018 revenue was partially offset by the loss of revenue from businesses that were divested, specifically $534 million from the divestiture of the Intel Security Group (ISecG) and approximately $165 million from the divestiture of Wind River.
2017 – 2016
2017 revenue of $62.8 billion was up $3.4 billion, or 6%, from 2016. After adjusting for the Q2 2017 divestiture of ISecG, revenue grew 9% from 2016. The increase in revenue was primarily driven by strong performance across our data-centric businesses, which collectively grew 16% year over year after adjusting for ISecG. We saw revenue growth across our DCG, IOTG, NSG, and PSG businesses, and 2017 revenue included $210 million from our Mobileye business. The increase in 2017 revenue was partially offset by $1.6 billion from the divestiture of ISecG and by approximately $500 million from a change to the Intel Inside® program.
| Key Markets and Products | 1 | Source: Intel calculated PC TAM derived from industry analyst reports.
|
| | | | MD&A | Consolidated Results and Analysis | 20 |
GROSS MARGIN
We derived most of our overall gross margin dollars from the sale of platform products in the CCG and DCG operating segments. Our overall gross margin dollars in 2018 increased by $4.6 billion, or 12%, compared to 2017, and in 2017 increased by $2.9 billion, or 8%, compared to 2016. In 2018, our adjacent products continued to grow, primarily due to memory and modem products, which have a lower gross margin percentage than our overall average. Adjacent products represented a larger proportion of our overall business in 2018, which positively impacted our gross margin dollars but substantially offset the increase in gross margin percentage from platform products.
| | GROSS MARGIN $B | (Percentages in chart indicate gross margin as a percentage of total revenue) |
 | | | | | | | (In Millions) | | | | $ | 43,737 |
| | 2018 Gross Margin | | 5,810 |
| | Higher gross margin from platform revenue | | (1,085 | ) | | Higher platform unit cost, primarily from increased mix of performance products | | (86 | ) | | Other, primarily due to impact from divestitures, offset by higher gross margin from adjacent businesses | | $ | 39,098 |
| | 2017 Gross Margin | | 2,380 |
| | Higher gross margin from platform revenue | | 1,010 |
| | Lower platform unit cost, primarily on 14nm cost improvement | | 420 |
| | Lower Altera and other acquisition-related charges | | 315 |
| | Lower period charges associated with product warranty and IP agreements incurred in 2016 | | (535 | ) | | Higher factory start-up costs, primarily driven by the ramp of our 10nm process technology | | (390 | ) | | Impact of the ISecG divestiture, offset by higher gross margin from adjacent businesses | | (275 | ) | | Period charges primarily associated with engineering samples and higher initial production costs from our 10nm products | | (60 | ) | | Other | | $ | 36,233 |
| | 2016 Gross Margin |
| | | | MD&A | Consolidated Results and Analysis | 21 |
OPERATING EXPENSES
Total R&D and marketing, general and administrative (MG&A) expenses for 2018 were $20.3 billion, down 1% from 2017. These expenses represented 28.6% of revenue for 2018 and 32.6% of revenue for 2017. In 2018, we met our goal to have annual R&D and MG&A be 30% of revenue, two years ahead of our 2020 target.
We continue to invest in R&D to accelerate our growth and profitability while driving operational efficiencies to reduce our MG&A spending.
| | | | RESEARCH AND DEVELOPMENT $B | | MARKETING, GENERAL AND ADMINISTRATIVE $B | (Percentages indicate expenses as a percentage of total revenue) |
2018 – 2017
R&D spending increased by $508 million, or 4%, driven by the following:
| | + | Investments in data-centric businesses |
+Investments in 10nm process technology
| | + | Profit-dependent compensation due to an increase in net income |
| | - | Lack of expenses due to the divestitures of ISecG in Q2 2017 and Wind River in Q2 2018 |
2017 – 2016
R&D spending increased by $350 million, or 3%, driven by the following:
| | + | Investments in data-centric businesses, including the addition of Mobileye |
+Process development costs for our 7nm process technology
| | + | Profit-dependent compensation due to an increase in net income, excluding Tax Reform impacts |
| | - | Lack of expenses due to the 2017 divestiture of ISecG |
| | - | Cost savings from gained efficiencies |
| | MARKETING, GENERAL AND ADMINISTRATIVE |
2018 – 2017
MG&A expenses decreased by $702 million, or 9%, driven by the following:
| | - | Reduction in marketing programs in 2018 |
| | - | Lack of acquisition costs due to our 2017 acquisition of Mobileye |
| | - | Lack of expenses due to the divestitures of ISecG in Q2 2017 and Wind River in Q2 2018 |
| | - | Change to the Intel Inside program in 2017 |
| | + | Olympics sponsorship in 2018 |
| | + | Profit-dependent compensation due to an increase in net income |
2017 – 2016
MG&A expenses decreased by $925 million, or 11%, driven by the following:
| | - | Lack of expenses due to the 2017 divestiture of ISecG |
| | - | Change to the Intel Inside program in 2017 |
| | + | Profit-dependent compensation due to an increase in net income, excluding Tax Reform impacts |
| | | | MD&A | Consolidated Results and Analysis | 22 |
| | | OVERVIEW | | CCG is our largest business unit, delivering 52% of our revenue. The PC market remains a critical facet of our business, providing an important source of IP, scale, and cash flow. CCG is dedicated to delivering client computing end-user solutions, focusing on higher growth segments of 2-in-1, thin-and-light, commercial, and gaming, as well as growing adjacencies such as WiFi and modem. CCG is the human touchpoint in a data-centric world. We deploy platforms that connect people to data and analytics, allowing each person to focus, create, and connect in ways that unlock their individual potential. | |
| | | | Includes workload-optimized platforms and related products designed for cloud service providers, enterprise and government, and communications service providers market segments. | | HIGHLIGHTS AND SEGMENT IMPERATIVES | | | | | | | | | •
| Since 2014, the PC TAM has decreased by approximately 16%1, while CCG profitability has improved by over 37%, with focus on higher growth segments and innovative form factors. | | | "The PC is the human touchpoint of our data-centric strategy. We are committed to making the PC the platform that powers everyone’s greatest contribution."
—Gregory Bryant, CCG General Manager
| •
| Delivering an annual cadence of leadership products is foundational to our business. In 2019 we will begin transitioning to 10nm products, which are expected to be on shelves for the 2019 holiday season. | | | •
| Leveraging our engineering capabilities and working with our customers and partners, we drive innovation across key vectors of performance, battery life, connectivity (e.g., WiFi, 5G), graphics, form factors, and AI. | | | •
| As a critical facet of Intel's business, CCG is transforming the PC into the platform that powers every person’s greatest contribution and fundamentally supports Intel's data-centric vision of the future. | | |
  | | | | | | | | | | | Includes high-performance compute solutions for targeted verticals and embedded applications in market segments such as retail, industrial, healthcare, and vision. | | ■ Revenue $B | — Year over Year Growth
| | ■ Op Income $B
| — Year over Year Growth
| |
| | | | 1 | Source: | | Includes development of computer vision and machine learning-based sensing, data analysis, localization, mapping, and driving policy technology for ADAS and autonomous driving. | | | | | | | | | | | | | | | Includes memory and storage products like Intel calculated TAM derived from industry analyst reports® Optane™ technology and Intel® 3D NAND technology, primarily used in SSDs. | | | | | | | | | | | | | | | Includes programmable semiconductors, primarily FPGAs and structured ASICs, and related products for communications, cloud and enterprise, and embedded market segments. | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Highlights | | Opportunities | | Challenges | Revenue from our data-centric businesses was up 9% year over year. Growth in DCG, NSG, and Mobileye was partially offset by decline in IOTG and PSG. We are now shipping our 10nm-based 3rd Gen Intel XeonScalable processors (Ice Lake). We also introduced new data-centric products, such as the 3rd Gen Intel Xeon Scalable processor (Cooper Lake), the Intel Optane DC persistent memory 200 series, Intel AtomP5900 processors for wireless base stations, a next-generation structured ASIC for 5G network acceleration, and Intel Stratix 10 NX FPGAs. In addition, Mobileye continued to secure new design wins at major U.S. and global automakers. | | Our broadened portfolio enables new opportunities for us and creates value for our customers. For example, our product offerings for AI workloads reach from the cloud to the edge, and we are developing CPU, GPU, FPGA, and AI accelerator products to span inference and training AI workloads, while also pursuing ongoing software optimizations for AI. | | In the first half of 2020, DCG customers expanded capacity and continued building robust cloud and network-fueled server solutions. As macroeconomic uncertainty persisted and businesses began working through inventory, demand slowed in the second half. We are operating in an increasingly competitive market. Our 2020 gross margin was impacted by higher platform unit cost associated with ramping our 10nm products. We expect 10nm costs to improve as the node matures. |
| | | | | | | | | MD&A | Segment Trends and ResultsMD&A | 2318 |
MARKET AND BUSINESS OVERVIEW
Market trends and strategy
Overall market conditions have improved and we saw a modest growth in the PC TAM1 this year for the first time since 2011. Our revenue in 2018 increased due to strong demand in commercial and gaming market segments, and higher demand for our high-performance processors, which more than offset declines in desktop volume. We are operating in an increasingly competitive market, particularly in desktop. We continue to invest in product and process technology and in partnerships with our customers to deliver platform innovation and an annual cadence of leadership products. As we move to being a data-centric company, the PC is the connection between people, data, and analytics. It is the bridge between people and the cloud, allowing individuals to focus, create, and connect in new ways. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | % Intel Revenue | | | Key Markets and Products | | | | Includes platforms designed for end-user form factors, focusing on high-growth segments of 2-in-1, thin-and-light, commercial and gaming, and growing adjacencies such as connectivity and graphics. | | | | | | | | |
Products and competitiveness
With a focus on an annual cadence of leadership products, we seek to deliver security-enhanced solutions that continue to open the doors for new technologies, new use cases, and new categories. We expanded our 8th generation Intel® Core™ mobile processor U-series and Y-series families, which are optimized for mobility. These new processors have integrated Gigabit WiFi and enable faster connectivity speeds, better performance, more intuitive voice experiences, and longer battery life for 2-in-1s and thin-and-light laptops.
We introduced the first Intel® Core™ i9 processor for laptops, an Intel Core platform extension that brings together the benefits of 8th generation Intel Core processors with Intel® Optane™ memory, and high-performance desktop CPUs and chipsets that deliver modern standby and ambient computing capabilities. We also announced the first 9th generation Intel® Core™ desktop processors, including the i9-9900K gaming processor, which significantly improves performance and platform features to meet a range of consumer needs. Additionally, we are investing in AI usages to make the client smarter, more adaptable, and more responsive.
Our platform products continue to be enhanced by new adjacent technologies. We introduced our 6th generation LTE* modem, the Intel® XMM™ 7660 modem, built on Intel's 14nm process technology. We also announced our first 5G NR multi-mode product, the Intel XMM 8160 modem, in our Intel XMM 8000 series product family. In addition, we introduced an Intel® NUC family of products based on 8th generation Intel® Core™ processors. These mainstream products can power home theater systems, drive content creation solutions, and serve as personal voice assistants. We also launched new Thunderbolt™ products, increasing the presence of fast and simple connectivity in premium PCs and universal docking solutions.
| | 1
| Source: Intel calculated PC shipment estimate derived from industry analyst reports. |
| | | | MD&A | Segment Trends and Results | 24 |
FINANCIAL PERFORMANCE
| | | | | | | CCG REVENUE $B | | CCG OPERATING INCOME $B | |
  | | •Highlights | First
| Opportunities | | Challenges | Our PC-centric business revenue grew 8% year over year PC TAM1 growth since 2011 droveyear. We began shipping our 10nm SuperFin Technology-based 11th Gen Intel Core processors. These processors feature an increase in notebookoptimized CPU, GPU, AI acceleration, best-in-class connectivity, and software optimization and platform volume in 2018. capabilities to maximize real-world performance on commonly used applications and features. We also announced the Intel Evo platform brand, representing premium laptop designs that are verified to deliver exceptional real-world experiences, powered by 11th Gen Intel Core processors. | | We are targeting an approximately $71 billion PC-centric revenue TAM1. This expanded portfolio includes markets such as connectivity, graphics, and systems, which enable new opportunities as we innovate through the platform. We continue to drive industry innovation through programs, such as our Intel Evo platform brand, which is designed to deliver advanced laptops that are verified to meet ambitious key experience indicators in areas like responsiveness, battery life, instant wake, and connectivity. | | Our PC-centric business is operating in an increasingly disruptive and competitive environment, especiallyand we are focused on executing a predictable cadence of leadership products to deliver the experiences people need in desktop. |
Increased demand for performance products, and segmentation drove strong product mix and higher ASP.
Strong demand for commercial, 2-in-1, and gaming market segments, along with higher modem share.
| | | | | | | | | | | | | | | | | | | 2018 – 2017 | | 2017 – 2016 | | (Dollars in millions) | | % | | $ Impact | | % | | $ Impact | | | | | | | | | | | | | | Desktop platform volume | | down | (6)% | | $ | (608 | ) | | down | (5)% | | $ | (686 | ) | | Desktop platform ASP | | up | 11% | | 1,181 |
| | flat | —% | | (38 | ) | | Notebook platform volume | | up | 4% | | 839 |
| | up | 5% | | 885 |
| | Notebook platform ASP | | up | 3% | | 677 |
| | up | 2% | | 326 |
| | Adjacent products and other | | | | | 912 |
| | | | | 608 |
| | | | | | | | | | | | | | Total change in revenue | | | | | $ | 3,001 |
| | | | | $ | 1,095 |
|
| | OPERATING INCOME SUMMARYthis new era of distributed intelligence. The accelerated shift to cloud makes our investments in differentiated performance and features for cloud applications even more critical. Excellence in engineering and manufacturing, as well as accelerating our competitive response, is of utmost importance. Our 2020 gross margin was impacted by higher platform unit cost associated with ramping our 10nm products. We expect 10nm costs to improve as the node matures. |
Operating income increased 10% from 2017 to 2018, primarily due to higher gross margin from platform products. CCG achieved better operating efficiency with lower spending while continuing to invest in growth areas.
| | | | | | | (In Millions) | | | | $ | 14,222 |
| | 2018 Operating Income | | 2,080 |
| | Higher gross margin from CCG platform revenue | | 235 |
| | Lower operating expenses | | (690 | ) | | Higher platform unit cost due to increased mix to performance products | | (225 | ) | | Higher period charges, primarily due to reserved non-qualified platform product as we ramp 10nm | | (97 | ) | | Other | | $ | 12,919 |
| | 2017 Operating Income | | 1,135 |
| | Lower platform unit cost, primarily on 14nm cost improvement | | 635 |
| | Higher gross margin from platform revenue | | 630 |
| | Lower operating expenses and share of technology development and MG&A costs | | (430 | ) | | Period charges primarily associated with engineering samples and higher initial production costs from 10nm products | | 303 |
| | Other | | $ | 10,646 |
| | 2016 Operating Income |
1 Source: Intel calculated PC2025 TAM derived from industry analyst reports and internal estimates.reports.
| | | | | | | | | MD&A | Segment Trends and ResultsMD&A | 2519 |
| | | | | | | | | OVERVIEWOverview | | DCG develops workload-optimized platforms for compute, storage, and network functions. CustomersWith unmatched scale, portfolio breadth, and ecosystem support, we are uniquely positioned to enable the world to unleash the potential of data, unlocking value for people, business, and society on a global scale. Market segments include cloud service providers, enterprise and government, and communications service providers. In 2018, DCG continued to grow faster than Intel as a whole, generating over 30%We serve the global appetite for cloud computing and enable transformation of our total revenue. Growth was fueled by strong demand in key workloads like AIthe network and network function virtualization in the cloud service provideredge. | | | Highlights and communications service provider market segments. | |
| Segment Imperatives | | | | | | HIGHLIGHTS AND SEGMENT IMPERATIVES | | | | | | | | | ● | DCG had record revenue and operating income in 2018. Customer transition to Intel® Xeon® Scalable processors and higher demand across cloud and communication service providers contributed to the growth.
| | | "Our workload-optimized, broad portfolio strategy uniquely positions us toWe are driving game-changing platforms that enable the global appetiteour customers to move, store, and process the world's data."
—Navin Shenoy, DCGExecutive Vice President and General Manager, Data Platforms Group1 | ●■ | Adjacent products collectivelyRevenue grew revenue at double digits. Silicon photonics led11% as cloud service providers increased capacity to serve customer demand and the communications service providers market segment continued to grow. We also experienced significant growth in adjacencies with significant revenue growth year over year. | | driven by 5G networking deployment. The enterprise and government market segment declined due to COVID-related demand impacts. | ●■ | In 2020, we continued to advance our data-centric portfolio with the introduction of the 3rd Gen IntelXeon Scalable processor family; the Intel Optane persistent memory 200 series; the first Intel architecture-based 10nm SoC for wireless base stations, the Intel Atom P5900 platform; and the Intel Silicon Photonics 400G transceiver. | | ■ | We seehave significant opportunities in cloud, networking, AI, and data analytics. As we broadened our product offerings and continued to innovate, the data center market TAM1 expanded to over $70 billion in 2018 and2 is expected to grow to over $90approximately $119 billion3 by 2022.2025. | | | ● | We shipped the second generation Intel® Xeon® Scalable processors and Intel® Optane™ DC persistent memory for the data center.
| | | |
| | | 5-YEAR TRENDS5-year Trends |
| | | | | | | | | | | | | | | | | | | | | | ■Revenue $B | — Year over Year Growth
| | ■ Op Income $B | — Year over Year Growth
| |
1 Our Data Platforms Group includes our DCG segment. See "Information About Our Executive Officers" within Other Key Information for more details. 2 Source: Intel calculated 2018 and 20222025 TAM derived from industry analyst reports.
3 DCG 2025 TAM includes Optane SSDs.
| | | | MD&A | Segment Trends and Results | 26 |
MARKET AND BUSINESS OVERVIEW
Market trends and strategy
| | | | Data is a significant force in society today, and data is generated by intelligent and connected devices and infrastructures, such as phones and automated factories. Data is transmitted through network infrastructure, processed, and analyzed to become real-time information. This real-time information enables actionable insights and is the lifeblood for the future of technology innovation in areas such as AI.
Our thesis is that the massive growth of data worldwide will increase demand to process, analyze, store, and move data. We are one of the few companies that touches every part of the data revolution, and we've invested both organically and acquisitively to capitalize on these demands. We expect the growth momentum in DCG and the other data-centric businesses to continue in the long term.
|
DCG focuses on three market segments: cloud service providers, enterprise and government, and communication service providers. In 2018, cloud revenue grew as service providers continued to invest in infrastructure to meet the explosive demand for digital services, AI, and data analytics. Enterprise and government revenue was stable, driven by macro environment strength and increased deployment of hybrid cloud solutions and data-intensive workloads. Compared to 2017, where we saw workload migration as the main force of cloud growth, we now see new services as the primary drivers to public cloud demand while enterprise increased on-premises investments, including hybrid and private cloud deployments. In the communication service provider segment, we gained market segment share as customers chose to virtualize and transform their networks and prepare for the 5G transition using Intel® architecture.
Products and competitiveness
We offer a broad portfolio of platforms and technologies designed to provide workload-optimized performance across compute, storage, and network. These offerings span the full spectrum from the data center core to the network edge. In addition, DCG focuses on lowering the total cost of ownership and on other specific workload optimizations for the enterprise, cloud service provider, and communications service provider market segments, with hardware-enhanced performance, security features, and reliability. DCG's platform value can be extended through Intel adjacent products such as FPGAs and SSDs.
In 2018, we began shipping for revenue the second generation Intel Xeon Scalable processors, formerly code-named Cascade Lake, and they will launch in 2019. The new product delivers performance improvement over the prior generation on popular workloads, includes hardware-based mitigations for certain side-channel vulnerabilities, and introduces new capabilities with support for Intel Optane DC persistent memory. The combination of Intel Xeon processors and Intel Optane memory significantly boosted overall system performance and reduced total cost of ownership compared to the prior generation.
| | | | MD&A | Segment Trends and Results | 27 |
FINANCIAL PERFORMANCE
| | | | | | | DCG REVENUE $BMD&A | | DCG OPERATING INCOME $B | 20 |
Market and Business Overview Market Trends and Strategy Data is a significant force in society, and is being generated at an unprecedented pace. The future of technology is being shaped by the rise of several technology inflections: ▪The levels of efficiency and scale that cloud architectures brought to the data center are now being extended to the network and edge. Workloads are no longer static between enterprises and public clouds; they are distributed to a mix of hybrid and multi-cloud. ▪5G will enable rich new experiences and services, fundamentally changing the way we think of compute and requiring most networks to transform. ▪AI is fundamental and becoming pervasive in all applications, and is enabling customers to leverage the power of data. ▪The edge is demanding more and more compute closer to where data is being created and consumed, driving a new wave of multifunction, compute-hungry devices. Data centers—whether in the cloud, the network, or at the edge—will go through a massive architectural transformation in the coming years, leveraging heterogeneous computing with different types of processor architectures optimized for different workloads. With unmatched scale, portfolio breadth, and ecosystem support, we are uniquely positioned to unlock the value of data for people, business, and society on a global scale. | | | | | | | | | | | | | | | | ■Platform
| ■Adjacent |
Cloud revenue grew in 2020, driven by rapidly expanding hyperscaler demand for capacity, peaking in the first half with inventory digestion throughout the remainder of the year. The on-premises enterprise business experienced cyclical declines due to sustained COVID-19 workplace trends and macroeconomic uncertainty; enterprise customers continue to embrace cloud as an alternative to traditional legacy architectures. The communications service providers segment continued to grow, accelerating the global transformation of the network and edge through 5G-enabled solutions. Products and Competitiveness | | | | | | •We offer customers a broad portfolio of silicon and software designed to provide workload-optimized performance across compute, storage, and network. As a leading provider of data center platforms, we face competition from competitors such as Advanced Micro Devices, Inc. (AMD), providers of GPU products such as NVIDIA Corporation (NVIDIA), companies using ARM* architecture, new entrants developing products customized for specific data center workloads, and internally developed solutions by cloud service providers and others. We expect an increasingly competitive environment in 2021. | | Platform volume growth primarily from cloud and communication service provider market segments, with higher platform ASPs from the adoption of 14nm Intel® Xeon® Scalable processors. |
Adjacent growth driven by the continued expansion of silicon photonics and Intel Optane memory technology in 2018.
When comparing 2018 to 2017, revenue from cloud service providers was up 40%, enterprise and government was up 2%, and communication service providers was up 25% (up 28%, down 3%, and up 15%, respectively, when comparing 2017 to 2016). In Q4 2018, we saw all DCG market segments were impacted by weakness in China demand and some cloud customers absorbing existing capacity.
| | | | | | | | | | | | | | | | | 2018 – 2017 | | 2017 – 2016 | | (Dollars in millions) | % Growth | | $ Impact | | % Growth | | $ Impact | | | | | | | | | | | | Platform volume1 | up | 13% | | $ | 2,334 |
| | up | 5% | | $ | 801 |
| | Platform ASP | up | 7% | | 1,382 |
| | up | 4% | | 743 |
| | Adjacent Products | up | 13% | | 211 |
| | up | 21% | | 284 |
| | | | | | | | | | | | | Total change in revenue | | | | $ | 3,927 |
| | | | | $ | 1,828 |
|
Operating income increased 37%We are now shipping our 10nm-based 3rd Gen Intel XeonScalable processors (previously referred to as Ice Lake). In 2020, we introduced our 3rd Gen Intel Xeon Scalable processors (previously referred to as Cooper Lake) accompanied by the IntelOptane DC persistent memory 200 series. As the industry's only mainstream data center CPUs with built-in AI acceleration, Intel Xeon processors are helping customers solve problems and gain insight for future opportunities. We also collaborated with 5G leaders to design the world's first standard, high-volume silicon for radio access networks, the Intel Atom P5900 processor, designed from the ground up for 5G wireless base stations. Since acquiring Habana Labs in December 2019, we aligned our specialized AI accelerator investments around the Habana Gaudi training processor and we began shipping Goya inference processors this year, over year, reaching an operating marginwhich contributed to advancing our AI strategy. Amazon Web Services announced that Habana Gaudi will be used to power future Amazon Elastic Compute Cloud instances. In the connectivity space, we brought together Barefoot Networks' programmable Ethernet switch technology and our silicon photonics technology in a successful demonstration of 50% in 2018.
| | | | | | | (In Millions) | | | | $ | 11,476 |
| | 2018 Operating Income | | 3,445 |
| | Higher gross margin from platform revenue | | (350 | ) | | Higher platform unit cost | | (14 | ) | | Other | | $ | 8,395 |
| | 2017 Operating Income | | 1,450 |
| | Higher gross margin from DCG platform revenue | | 215 |
| | Lower period charges associated with product warranty and IP agreements incurred in 2016 | | (585 | ) | | Higher factory start-up costs, primarily driven by the ramp of our 10nm process technology | | (315 | ) | | Higher DCG spending and share of technology development and MG&A costs | | 110 |
| | Other | | $ | 7,520 |
| | 2016 Operating Income |
1 DCG platform products are sold across the cloud service provider, communication service provider, and enterprise and government market segments.
industry's first co-packaged optics Ethernet switch.
Financial Performance | | | | | | | | | | | | | | | | DCG Revenue $B | | DCG Operating Income $B | |
▪Higher platform volume driven by strength in cloud service providers (up 20%) and continued growth in communications service providers (up 17%), partially offset by decline in enterprise and government (down 8%) (compared to cloud service providers up 13%, communications service providers up 6%, and enterprise and government down 14% from 2019 to 2018). Cloud service providers grew over the first three quarters as they added capacity to serve demand before entering a capacity digestion cycle in the fourth quarter. The enterprise and government segment declined in the second half of the year on COVID-related macroeconomic weakness. ▪Adjacent growth driven by 5G networking deployment. ▪Platform ASP decline driven by SoC volume growth, competitive pricing environment, and customer mix, partially offset by Xeon product mix. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 vs. 2019 | | 2019 vs. 2018 | | (In Millions) | | % Growth | | $ Impact | | % Growth | | $ Impact | | | | | | | | | | | | | Platform volume | | up | 11% | | $ | 2,316 | | | down | (3)% | | $ | (654) | | | Platform ASP | | down | (3)% | | (701) | | | up | 5% | | 940 | | | Adjacent products | | up | 49% | | 1,007 | | | up | 11% | | 204 | | | | | | | | | | | | | | Total change in revenue | | | | | $ | 2,622 | | | | | | $ | 490 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | MD&A | Segment Trends and Results | 28Operating Income Summary |
Operating income increased 3% year over year, and operating margin was 40% in 2020.
 | | | | | | | | | OVERVIEW(In Millions) | | | | $ | 10,571 | | | 2020 Operating Income | | 1,325 | | | Higher gross margin from platform revenue | | 235 | | | Lower period charges due to lower factory start-up costs associated with the initial ramp of 10nm, partially offset by platform product reserves | | (425) | | | Higher operating expenses | | (375) | | | Lower DCG adjacent product margin | | (295) | | | Higher platform unit cost | | (125) | | | Primarily driven by higher logistic expenses due to COVID-19 | | 4 | | | Other | | $ | 10,227 | | | 2019 Operating Income | | (805) | | | Higher period charges, primarily associated with the initial ramp of 10nm | | (510) | | | Higher operating expenses primarily related to R&D | | (140) | | | Lower DCG adjacent product margin | | (80) | | | Higher platform unit cost | | 370 | | | Higher gross margin from platform revenue | | (84) | | | Other | | $ | 11,476 | | | 2018 Operating Income |
More industries are harnessing the power of data to create business value, innovate, and grow. This requires that intelligence move closer to the edge, allowing data to be acted on where it is created. Working with our partners, we are using our architecture, accelerators, and software to develop and scale a growing Internet of Things portfolio and ecosystem. Our Internet of Things portfolio is comprised of our IOTG and Mobileye businesses. Internet of Things Group | | | | | | | | | | Overview | | IOTG develops high-performance compute platforms that solve for targeted verticalstechnology and business use cases that can scale across vertical industries and embedded markets. Our customers include retailers, manufacturers, health care providers, energy companies, automakers, and governments.life sciences, governments, and education providers. We facilitatereduce complexity in the ecosystem with a common architecture and software to help enable our customers creating, storing,to create, store, and processingprocess data generated by connected devicesat the edge to accelerate business transformations.analyze it faster and to act on it sooner. | | |
| Highlights and Segment Imperatives | | | | | "The acceleration of data creation across industries requires high-performance compute at the edge built with AI and edge-native functionality. The value unlocked through distributed intelligence is helping companies accelerate their digital transformation to meet customer needs. Together with our ecosystem partners, we are solving those needs through scalable solutions built with our hardware and software." —Tom Lantzsch, IOTG General Manager | HIGHLIGHTS AND SEGMENT IMPERATIVES■ | | | Revenue was down 21%, driven by weaker core mix and lower demand for IOTG platform products due to economic impacts of COVID-19. Revenue was also negatively affected by considerations related to the U.S. government Entity List. | | | | | | ● | IOTG achieved record revenue and operating income in 2018 on broad business strength and growing demand for edge computing and computer vision-based applications.
| | ■ | "IndustriesWe announced enhanced Internet of Things product capabilities, which include the 11th Gen Intel Core processors, Intel Atom x6000E series processors, Pentium processors, and CeleronN and J series processors, bringing new AI, security, functional safety, and real-time capabilities to edge customers. These products are undergoing data-driven digital transformations fueled bya response to needs across the Internet of Things. Things industry to reduce edge complexity, lower cost of ownership, and support a range of environmental conditions.
| | ■ | We workare working with our partners' ecosystemsecosystem partners to buildcontinue to grow the portfolio of Intel® IoT Market Ready Solutions (Intel® IMRS) and Intel® IoT RFP Ready Kit—scalable, end-to-end solutions that provide solid business results today and lay the foundation for a more autonomous tomorrow."
—Tom Lantzsch, the future. Currently, IOTG General Managerhas over 450 Intel IMRS and IntelIoT RFP Ready Kit offerings with approximately 13,000 new deployments across 130 countries in 2020.
| ● | Since 2014, IOTG has had average revenue growth of 14% and operating income growth of 15% per year. As we broaden our product offerings to meet market demand for Internet of Things solutions, our TAM is expected to reach approximately $30 billion by 20221.
| | | ●■ | We see significant opportunity for growth driven by an architectural shift toward edge computing, which extends applications, data, and compute from centralized pointscontinue to be closer to the source inputs, enabling compute-hungry Internet of Things applications. | | | ● | In 2018, we launched hardwareupdate solutions such as the Intel® Vision Accelerator Design Products and software solutions like the Intel® Distribution of OpenVINO™ toolkit to accelerate market adoption of computer visionedge and AI applications.
| | This includes advancing the OpenVINO toolkit, which has been downloaded hundreds of thousands of times since launching in 2018 and nearly doubled the number of developers from 2019 to 2020. It is supported by Intel DevCloud for the Edge, which allows users to prototype and experiment with AI workloads on Intel hardware from anywhere at any time. |
  | | | | | | | | | ■ Revenue $B | — Year over Year Growth
MD&A | | ■ Op Income $B
| — Year over Year Growth
| 23 |
| | 1
| Source: Intel calculated TAM derived from industry analyst reports. |
| | | | MD&A | Segment5-Year Trends and Results | 29 |
MARKET AND BUSINESS OVERVIEW
Market trends and strategyBusiness Overview The world is becoming smarter, more connected,Market Trends and more data driven, and theStrategy
The Internet of Things sitsmarket is at the center of thisa global digital transformation. Through a robust networkbroad portfolio of devices, software, networks,technology, solutions, and sensors, the Internet of Things istools, we are transforming the way businesses create products, deliver services, and conduct operations—from schools and hospitals, to retailers and smart factories. Internet of Things-based solutions represent one of the fastest growing segments within the semiconductor industry, with 10% CAGR forecast from 2018 to 20221. However, the Internet of Things isSolving customer challenges in a highly fragmented global market requires a strong ecosystem in each vertical industry with a diverse collection of competitors, products,horizontal technologies that can scale quickly and vertical segments. As such, IOTG specifically focuses on market sectors such as retail, industrial, and smart infrastructure/cities that align well with Intel’s ability to provide high-performance computing solutions. efficiently. Our customer verticals include the following: | | | | | | | | | | | | | | | | | | | | | Retail – Retailers are under tremendous pressureproduce mountains of data that can be used to compete in the age of accelerated digital disruption brought on by connected consumersproactively address evolving customer demands and online shopping. We are helpingimprove operations. With our partners we provide solutions that enable retailers turnto extract insights from their data, into powerful new insights. The results are highly curatedallowing retailers to provide personalized, convenient shopping experiences improved inventory and supply chain efficiencies that lead to greater customer loyalty, revenue, and precision marketing.profitability. With solutions like the Intel IMRS offerings, customers can adapt quickly to changing market dynamics that provide the right environment for their shoppers.
| | | | | The industrial InternetIndustrial – We are transforming manufacturing today and expanding on what is possible for tomorrow's autonomous operations. We are driving the realization of Things involves making operations smarter, more connected,Industry 4.0 and, ultimately, autonomous. We enhance collaboration between humans, machines,together with our partners, addressing industry challenges like the convergence of information technology and enterprise systems fromoperational technology and bringing AI and analytics to operations. From the supply chain to the smart factory, floor. Example use cases include predictivewe are using digital and physical technologies to drive flexible, responsive, and interconnected industrial infrastructure to make informed decisions that lower maintenance machine vision, robotics, quality control,costs, create new service opportunities, and defect detection.
increase productivity.
| Infrastructure providers and cities are seeking the best ways to use Internet of Things technology to enhance quality of services, improve public safety, reduce congestion, and achieve new levels of efficiency. We help cities and service providers turn data into actionable insights to enable smarter, safer and more efficient solutions. |
| | | | | | | | By 2021, we expect approximately 80% of data traffic will be video². Processing high-quality video requires the abilityHealthcare – We are advancing technologies to rapidly analyze vast streams of data nearenable healthcare providers to focus on patients and their care. Technologies like AI, robotics, and the source and respond in real time, moving only relevant insights to the cloud. To process video data efficiently, our customers need the right solution for the job. We offer a broad range of hardware, software tools, and ecosystem programs to help scale vision technology across Internet of Things verticalsare making healthcare and match specific needslife sciences more connected, personalized, and intelligent. In lab and research environments, our technology innovations give researchers powerful tools to make breakthrough discoveries and solve some of the world's largest healthcare and life science challenges. By working together with solution providers and end users in the right performance, cost,healthcare community, we will continue to develop transformative technologies for the future of healthcare and power efficiency at every point in an Internet of Things architecture. Use cases include machine vision, industrial automation, and intelligent traffic management and pedestrian safety.life sciences.
| | | | |
Products and competitivenessCompetitiveness IOTG utilizesWe meet the specific requirements of each vertical industry by utilizing platform and adjacent products across Inteland technology from Intel's entire portfolio, while making theadditional investments needed to adapt products to the specific requirements for our vertical segments.further enhance Internet of Things and edge products. We offer end-to-end solutions with our wide spectrum of products, including IntelAtom,® Intel Core, and Intel® Xeon® processor-based computing, wireless connectivity, FPGAs, Movidius VPUs, and developer tools, such as the OpenVINO™ software toolkit.IntelDevCloud for the Edge, the OpenVINO ecosystem, and the Intel® Edge Software Hub. IOTG product development focuses on addressing the key challenges businesses face when implementing Internet of Things solutions, including interoperability, connectivity, safety, security, industrial use conditions, and long lifelong-life support.
IOTG enablesFor more than 30 years, we have been a global ecosystemsupplier of industrytechnology and software for embedded products and edge computing. Our strategy is to continue to serve this market to unlock business opportunities for our partners developers, and innovatorscustomers. This marketplace continues to create solutions based on our productsexpand significantly, with increasing types and numbers of smart and connected devices for retail, industrial, and healthcare uses. As this marketplace evolves, we face numerous large and small incumbent processor competitors, as well as new entrants that accelerate return on investmentuse the ARM architecture and time-to-value for end customers. These Intel®other operating systems and software. The Internet of Things Market Ready Solutionsrequires a broad range of connectivity solutions and we face competition from semiconductor companies providing traditional wireless solutions such as cellular, Wi-Fi, and Bluetooth, as well as several new entrants who are vettedtaking advantage of new focused communications protocols.
As businesses continue to create a deluge of data from more and tested inmore smart and connected devices across industries, the demand for high-performance compute at the edge has expanded exponentially. The Internet of Things market scalable, repeatable, commercially available,is fragmented and fully supported through ourcomplex, requiring interoperability, standard-based approaches, software, developer tools, and the ecosystem partners. Theseworking together to accelerate time to value with commercial solutions can help streamline operations, automate manual tasks, provide insights from data, and more.at scale.
| | 1
| Source:Intel calculated Internet of Things TAM CAGR derived from industry analyst reports.
|
| | ² | Source: Cisco Visual Networking Index: Forecast and Trends, 2017-2022, updated November 26, 2018.
|
| | | | MD&A | Segment Trends and Results | 30 |
FINANCIAL PERFORMANCE
| | | | | | | IOTG REVENUE $BMD&A | | IOTG OPERATING INCOME $B | 24 |
Mobileye | | | | | | | | | | Overview | | Mobileye is the global leader in driving assistance and self-driving solutions. Our product portfolio employs a broad set of technologies, covering computer vision and machine learning-based sensing, data analysis, localization, mapping, and driving policy technology for ADAS and AVs. Mobileye's ADAS products form the building blocks for higher levels of autonomy. Our customers and strategic partners include major global OEMs, Tier 1 automotive system integrators, fleet managers, and transportation operators.
| | | | Highlights and Segment Imperatives | | | | ■ | We achieved record revenue in 2020 despite a significant decline in global vehicle production related to COVID-19 in the first half of the year. Our EyeQ SoC volume grew approximately 12% and we expect to see additional growth in the adoption of enhanced ADAS technologies. | "The trinity of Mobileye's vision is based on a unique interplay between ADAS and AV realms, a full-fledged mapping solution, and an industry-first formal model for safety. With the past year's significant progress and achievements, we completed another leap in executing our vision for autonomous mobility solutions." —Prof. Amnon Shashua, President and Chief Executive Officer, Mobileye | | ■ | Despite unprecedented challenges to the auto industry amid the COVID-19 pandemic, we secured more than 37 new design wins, including deals with major OEMs such as Geely and Ford. We are currently active in 49 production programs1 across over 25 OEMs. | | ■ | We expanded our relationship with Ford, providing our suite of EyeQ sensing technology to support Ford's Co-Pilot360TM Technology driver-assist features, which will be visible in vehicles with Mobileye's logo on display. We also announced a large-scale deal with Chinese automaker Geely to provide Mobileye Supervision, our new ADAS solution. This win marks the first time Mobileye will be responsible for the full solution stack, including hardware and software, driving policy, and control. | | | | | | ■ | We acquired Moovit to accelerate Mobileye's MaaS offering. Moovit is known for its urban mobility application and brings Mobileye closer to achieving our plan to become a complete mobility provider, including robotaxi services. |
| | | | ■Platform
| ■Adjacent4-Year Trends2
|
| | | | | | | | | | | | | | | | | | | ■ Revenue $B | | ■ Op Income $B |
Market and Business Overview Market Trends and Strategy The COVID-19 pandemic negatively impacted the global vehicle industry, resulting in a year over year decline in overall production of approximately 17%3, and delayed deployment of certain OEMs' advanced features and other projects. We expect ADAS volume to recover from the effects of COVID-19 faster than overall global vehicle production, and we expect long-term growth of ADAS to remain unaffected as consumers increasingly consider ADAS a differentiating factor in their automotive purchasing decisions. The continued growth of ADAS is dependent on various factors, including regulation, market demand, and consumers' recognition of its value. Mobileye's ADAS solutions also serve as a qualification space for our autonomous technology, using vast experience and proliferation to validate and constantly improve AV technology. This year, we introduced Mobileye Supervision, the EyeQ5-based solution that incorporates an end-to-end engine control unit, surround-view camera array, processors, driving policy, and high-definition maps—all derived directly from our ongoing autonomous vehicle program. AV technologies such as Mobileye Supervision will make their way into premium ADAS solutions, broadening monetization opportunities and value proposition.
1 This refers to the total number of production programs with active project managers. Intel's definition of program is included in "Key Terms" within the Financial Statements and Supplemental Details. 2Mobileye was acquired in Q3 2017; 2017 results do not represent the full year. 3Source: IHS Markit
Despite the COVID-19-related impact on vehicle production, OEMs are still looking to enhance current L2+ solutions by improving system fidelity, availability, and performance. High-definition maps with constant updates, global coverage, and various semantic features are prerequisites for L2+ applications and the future deployment of robotaxi and passenger car autonomy (Consumer AV). Canonical mapping methods rely on extensive manual labor and dedicated mapping vehicles. Mobileye's disruptive REM crowdsource mapping technology provides automatic map creation and updates. REM mapping capabilities are also being leveraged to extend the value of static and dynamic data to businesses in new market segments such as smart cities and infrastructure surveys. We believe the future of autonomous driving will unfold in two phases: commercial robotaxi and series-production passenger car consumer AVs. We expect consumer AVs to materialize only after the robotaxi industry deploys and matures. The main inhibitors of a mass market product offering of consumer AV are the cost of AV technology, ability to scale at a low cost, regulatory framework, and public acceptance. Thus, we see the robotaxi phase as a necessary corridor to consumer AV. Mobileye is well-positioned to play a significant role in the broader MaaS market with the commercialization of robotaxi and the future consumer AV market. Our full-stack self-driving system—geared with our camera-centric backbone and vast experience in productizing cutting-edge technology in the automotive industry—is the foundation for developing an economically competitive AV solution. Proliferation of data-collection vehicles alongside REM technology will allow for low-cost geographic expansion and coverage. Together with Moovit's complementary assets in the service layers, Mobileye is building itself as an end-to-end service provider at scale. Until the UNECE, EU, and U.S. provide regulation for self-driving vehicles without safety drivers for commercial ride sharing and public transportation, several countries are pushing to enact laws and regulation by 2021 to enable regular deployment and operation of MaaS fleets with self-driving vehicles starting in 2022. Products and Competitiveness Our offering for ADAS and AV is propelled by our computer vision and AI expertise and software assets, deployed on our EyeQ SoC family. The tight co-design of hardware and software gives the EyeQ SoC the ability to support complex and computationally intense tasks and sets it apart from competition because it is purpose-fit for high-compute, low-power, automotive-compliant mission profiles. Our 5th Gen EyeQ5 SoC is designed to act as the central computer for fully autonomous driving vehicles. We have been able to achieve power, performance, and cost targets by employing proprietary computational cores that are optimized for a wide variety of computer vision, signal processing, and machine learning tasks, including deep neural networks. Starting with EyeQ5, we are supporting an automotive-grade standard operating system and providing a complete software development kit to allow customers to differentiate their solutions by deploying their algorithms on EyeQ5. The EyeQ5 SoC is expected to be in commercial vehicles starting in 2021 and is already operational in our autonomous test vehicles. EyeQ5 serves as the computational foundation for our scalable camera-only surround sensing system. The system consists of multiple independent computer vision engines and deep networks for algorithmic redundancy. The result is a robust and comprehensive model of the environment that allows end-to-end autonomous driving. The surround computer vision system is the backbone of Mobileye's AV architecture and the flagship offering for next-generation ADAS. The next significant building block in our complete offering is REM mapping technology, which compiles crowdsourced mapping data from EyeQSoC-equipped vehicles. We are focused on our crowd-sourced mapping efforts and expect a significant increase in harvesting capabilities in 2021. We also expect an expansion of the number of vehicles using our localization capabilities by the end of 2021. The REM RoadbookTM can enhance current ADAS applications through a variety of advanced features, including predictive adaptive cruise control, lane-level localization in all weather and road conditions, hands-free driving application, and real-time alerts. Leveraging this data, we launched a full suite of vision-based data services for cities, road operators, transportation authorities, and mapping companies. Using vehicles equipped with Mobileye's road mapping technology, we provide highly refreshed geographic information systems data about the road network, infrastructure assets, pavement condition, mobility, and traffic. This information allows our customers to monitor and preserve their infrastructure more efficiently, making roadways and streets safer for all. The third building block in our full stack offering is our unique formal model for AV safety (RSS). At its core, RSS is a pragmatic method to design and then efficiently validate the safety of an AV, serving as the governing safety layer for the decision-making system. RSS formalizes human decision making for safe driving under two main principles: first, it acknowledges the need to balance safety with useful driving by making plausible worst-case scenario assumptions for other road users; and second, it provides a technology-neutral model and a transparent framework for the regulatory endeavor of building an industry standard for safety. In late 2019, Intel was named to lead the IEEE working group to develop AV decision making standards. These building blocks are already part of our recently launched Mobileye Supervision, a direct derivative of our autonomous driving program. This solution proves that there is a valuable use case for AV technology in the most advanced driver-assistance systems.
2018 – 2017
Financial Performance | | | | | | | | | | | | | | | | Internet of Things Revenue $B | | Internet of Things Op Income $B | |
2020 vs. 2019 IOTG revenue decreased $814 million, or 21%, primarily driven by the economic impacts of COVID-19 with $470 million in lower ASPs driven by weaker core mix and $265 million driven by weaker demand for IOTG platform products. Revenue was also negatively affected by considerations related to the U.S. government Entity List. Mobileye revenue was $967 million, up $88 million, driven by higher demand from improved global vehicle production in the second half of 2020, offsetting the decline in production experienced in the first half of the year due to the effects of the COVID-19 pandemic. 2019 vs. 2018 IOTG revenue increased $286$366 million, or 9%11%, driven by $632$283 million in higher ASPs from stronger core mix and $92 million from higher IOTG platform unit sales, partially offset by $212 million mix of platform products sold and $134 million lower adjacent revenue due to thefrom our divestiture of Wind River in June 2018.Q2 2018, which negatively impacted the revenue comparison by approximately $153 million in the first half of 2019. After adjusting for Wind River, IOTG revenue grew $447$519 million, or 16%, year over year. Revenue grew Mobileye revenue was $879 million, up $181 million, due to strength across the retail, industrial, video, and other market segments. 2017 – 2016
Net revenue increased $531 million, driven by $329 million higher IOTG platform unit sales and $176 million growth in IOTG adjacent products, including $74 million from milestone-based revenue. Revenue grew across the retail, industrial, and smart video market segments.increasing adoption of ADAS. | | | OPERATING INCOME SUMMARYOperating Income Summary |
2018 – 20172020 vs. 2019
OperatingIOTG operating income increased $330decreased $600 million, primarily due to lower platform revenue.
Mobileye operating income was $241 million, down $4 million, due to higher revenue and lower spending as we reprioritized investments withinprimarily driven by the automotive business and Wind River.Moovit acquisition, partially offset by growth in revenue. 2017 – 20162019 vs. 2018
OperatingIOTG operating income increased $65$117 million, due to higher platform revenue from stronger core mix offset by higher investmentperiod charges related to reserves taken on legacy products.
Mobileye operating income was $245 million, up $102 million, driven by growth in growth areas such as automotive, andrevenue partially offset by increased share of technology development and MG&A costs.higher spending.
| | | | | | | | | MD&A | Segment Trends and ResultsMD&A | 3127 |
  | | | | | | | | | OVERVIEWOverview | | NSG's core offerings include Intel® Optane™ and Intel® 3D NAND technologies, driving innovation in SSDs andNSG provides next-generation memory and storage products. Our customers include enterprise and cloud-based data centers, users of business and consumer desktops and laptops, and a variety of Internet of Things application providers. We are ramping 64-layer (64L) triple-level cell (TLC) and quad-level cell (QLC) NAND technologies,products based on breakthrough Intel Optane technology and Intel Optane technology3D NAND technology. NSG is disrupting the memory and storage hierarchy with new tiers that balance capacity, performance, and cost. Our products are available in innovative new form factors and densities to address the memory and storage challenges our customers face in a rapidly evolving technological landscape.
Our customers include enterprise and cloud-based data centers, and users of business and consumer desktops and laptops. | | | | Highlights and Segment Imperatives | | |  —Rob Crooke, NSG General Manager | | ■ | We achieved record revenue in 2020, driven by improved NAND pricing and memory bit growth. We achieved significant improvement in NAND profitability from market pricing recovery and continued improvements in unit cost. | | ■ | We launched the 2nd Gen Intel Optane persistent memory and Intel® Optane™ SSD P5800X, our first PCIe 4.0 SSD, which performs over three times faster than the previous generation. | | ■ | We launched Intel® SSD D7-P5500, D7-P5600 Series with 96-Layer TLC 3D NAND, and D7-P5510 Series with 144-Layer TLC 3D NAND Data Center SSDs in six capacities up to 7.68 terabytes, with industry-leading PCIe Gen4, areal density, and layer count. For client applications, we launched Intel® SSD 670p with 144-Layer QLC 3D NAND. | | ■ | We signed an agreement with SK hynix to divest our NAND memory business, including our Fab Assets, our NAND SSD Business, and our NAND OpCo Business. The NAND memory business represents the substantial majority of NSG. |
  | | | | | HIGHLIGHTS AND SEGMENT IMPERATIVES | | | | | | | | | ● | Achieved more than 20% revenue growth in 2018 and drove improvements in operating margins by approximately $250 million to approximately break even for 2018.
| | | “Our Optane™ technology products are critical to helping our customers analyze valuable data in ways that allow real time business impact and our Intel QLC 3D NAND products enable them to store more data for cost effective analysis.”
—Rob Crooke, NSG General Manager
| ● | Introduced the industry's first PCIe*-based QLC SSD and grew our Intel® Optane™ and NAND product lines with a focus on new densities and innovative form factors in 2018, resulting in 64L QLC products making up more than half of our sales volume.
| | | ● | Announced the release of Intel® Optane™ DC Persistent memory, available on next-generation Intel® Xeon® processors for datacenters—which is redefining the memory/storage hierarchy and bringing persistent, large-scale, memory closer to the processor.
| | | ● | During 2018, Intel and Micron announced they will independently develop future generations of 3D NAND and 3D XPoint technology and in January 2019, Micron called our interest in IMFT. The IMFT agreement provides for supply for up to one year after the close of the transaction. | | |
| | | | | | | | | ■Revenue $B | — Year over Year Growth
| | ■ Op Income $B | | |
| | | | | | | | | MD&A | Segment Trends and ResultsMD&A | 3228 |
MARKET AND BUSINESS OVERVIEW
Market trends and strategyBusiness Overview As technology penetration continuesMarket Trends and Strategy
The combination of ever-exploding growth in data and the desire to grow worldwide, the amount ofanalyze data that is produced has grown exponentially. Audio, video, and sensory data is produced and collected by a vast array of devices that require a significant increase in storage and memory technology. This has resulted in the storage and memory TAM growing to approximately $180 billion in 2018, a 25% increase from 20171. Our focus continues to be within the high-performance compute, financial services, cloud service provider, and Internet usage markets. NSG delivered over 20% annual revenue growth and improved profitability to break even for 2018. With data growth expanding,actionable insights requires our customers face the challengeto balance performance, real-time access, and cost. Our technology innovations enable various tiers of ensuringmemory and storage to ensure that critical, or "hot," data is close to the CPU for rapid access.access to larger data sets with IntelOptane-based products and efficient cost-effective capacity storage with Intel3D NAND TLC and QLC Technology.
In October 2020, we signed an agreement with SK hynix to divest our NAND memory business. This transaction will allow us to further prioritize our investments in differentiated technology where we can play a bigger role in the success of our customers and deliver attractive returns to our stockholders. Our innovations in technology addressIntel Optane business is expressly excluded from the need for various storage tiers, based on different usages, while keepingsale. The transaction will occur over two closings. In connection with the first closing, the parties will enter into a focus on performanceNAND wafer manufacturing and cost. As customers looksale agreement, pursuant to improve the performance of their storage andwhich we will continue to manufacture NAND wafers at our Dalian, China memory devices, NSG is seeing and leading a transitionfabrication facility. We will sell these wafers to the PCIe* interface with Non-Volatile Memory Express* for SSDs, as well as efficiency and game-changing form factors like the "ruler" based on EDSFF.  Products and competitivenessCompetitiveness We compete against other providers of NAND products. We offer 96-layer and 64-layer TLC NAND high-capacity SSDs, and 144-layer QLC NAND high-capacity SSDs. We also provide unparalleled low latency and high performance with Intel Optane technology. We focus our efforts primarily on incorporating NAND into solution products and on our innovative Intel Optane technology, which offers a unique combination of performance, density, power, non-volatility, and cost advantages that redefine the memory storage hierarchy between conventional DRAM memory and NAND. We believe that our memory offerings, including our IntelOptane technology, complement our product offerings in our other segments. The acceleration in data growth across our customer base requires significant innovation in storage and memory technology. Our storage and memory roadmap has led the way in reimaginingre-imagining usages and architecting innovative solutions that have disrupted the industry with 64L96-layer and 144-layer 3D NAND TLC and QLC solutions, as well as Intel® Optane™ technology.solutions. We have launched over 15six new products in 2018 to keep up with the evolving business needs of our customers. These new productsWe have driven our 64L products to be more than half of 2018 NSGseen increased volume and a meaningful ramp in the Intel Optane technology business. A key highlight in 2018 wasWe launched the announcementsecond generation of Intel® Optane™ DC Persistent Memory, Optane persistent memory products, available on next-generationfor 3rd Gen Intel® Xeon® processor platforms for data center usages. This technology redefines the memory storage hierarchy and offers the performance of memory with the large capacities and persistence characteristics of storage. We are also leadingoffer the way in the NAND industry with the announcement of the first PCIe* industry's only drive to combine Intel Optane memory and Intel® QLC 3D NAND SSD for the Data Center and Client markets.Technology. This new technology will enable innovative new form factors and higher capacity drives. With the addition of these new NAND and Optane product lines, we have strengthened our commitment to driving customer value through platform-connected features and solutions.
| | | | INTEL® OPTANE™ TECHNOLOGY
| | INTEL® 3D NAND TECHNOLOGY
| | | | | | |
| | 1
| Source: Gartner, Inc., Forecast: DRAM Market Statistics, Worldwide, 2014-2021, 3Q18 Update, Gartner, Inc., Forecast: Hard-Disk Drives, Worldwide, 2014-2022, 2Q18 Update, Gartner, Inc., Forecast: NAND Flash Supply and Demand, Worldwide, 1Q16-4Q18, 2Q18 Update. |
| | | | MD&A | Segment Trends and Results | 33 |
FINANCIAL PERFORMANCE
| | | | | | | NSG REVENUE $BMD&A | | NSG OPERATING INCOME $B | 29 |
| | | | | | | | | | | | | | | REVENUE SUMMARY | NSG Revenue $B | | NSG Operating Income $B | |
2018 – 2017  2020 vs. 2019 Revenue increased $787$996 million, driven by $2.6$716 million higher ASP from improved NAND pricing and $280 million from improved overall demand. 2019 vs. 2018 Revenue increased $55 million, driven by a $3.9 billion increase in unit sales due to strongan increase in demand in data center and client SSD and the ramp of Intel Optane technologyfor NAND products, partially offset by $1.8a $3.8 billion impact from lower ASP due to lower NAND market pricing. 2020 vs. 2019 NSG had an operating profit of $361 million, up from an operating loss of $1.2 billion in 2019. The operating profit was driven by $716 million higher ASPs from market pricing weaknessrecovery and mix$741 million due to continued improvements in unit cost. 2019 vs. 2018 NSG had an operating loss of products sold. 2017 – 2016
Net revenue increased $944$1.2 billion, down from an operating loss of $5 million in 2018. The operating loss was driven by $3.8 billion lower ASPs, partially offset by $1.6 billion fromof improved unit cost and $1.1 billion higher unit sales due to strong demand in data center, partially offset by $655 million lower ASP due to market conditions andsales. While the ramp of our new TLC 3D NAND product line, which has a lower cost and ASP compared to our primary multi-level cell 3D NAND.
2018 – 2017
Operating income improved $255 million as our sales mix shifted to our latest 64L NAND and we continued to see the cost ramp at Fab 68. The improved unit costs68 in 2019 drove cost improvements, the decline in ASP and higher unit salesthe absence of $160 million in government grants recognized in Q3 2018 more than offset the decline in ASP. In addition, we had a total of $160 million earned government grants benefiting 2018.
2017 – 2016
Operating income increased $284 million, driven primarily by $725 millionimproved unit cost, reductions due to the cost improvements associated with Fab 68 and lower costs from the ramp of the Intel® 3D NAND product line compared to prior generation NAND products. The lower unit cost impact was offset by $380 millionresulting in lower gross margin from NSG revenue.margin.
| | | | | | | | | MD&A | Segment Trends and ResultsMD&A | 3430 |
  | | | | | | | | | OVERVIEWOverview | | PSG offers programmable semiconductors, primarily FPGAs, structured ASICs, and related products, for a broad range of applications across our embedded, communications, and cloud and enterprise market segments, including communications, data center, industrial, and military. PSG collaborates with the other Intel businesses to deliversegments. Our product portfolio delivers FPGA acceleration in tandem with Intel microprocessors. This "better together" integration broadens the use of FPGAs and combinesmicroprocessors, which enables us to combine the benefits of bothour broad portfolio of technologies to allow more flexibility for systems to operate with increased efficiency and higher performance.
| | | | Highlights and Segment Imperatives | | | | ■ | Revenue was down 7% year over year, driven by a decline in our communications market segment due to customer transition to 5G ASICs and decline in our embedded market segment, partially offset by strength in the cloud and enterprise market segment. |  —David Moore, PSG General Manager | | ■ | We continue to leverage our heterogeneous architecture on advanced nodes to deliver innovative products at an accelerated pace. We announced Intel Stratix 10 NX, extending our Intel Stratix 10 FPGA family. | | ■ | We expanded our FPGA SmartNIC portfolio with the introduction of the Intel® FPGA SmartNIC C5000X platform architecture, targeting cloud data center applications. Together with Silicom Ltd., we introduced the IntelFPGA SmartNIC N5010 platform for network infrastructure acceleration. | | ■ | We introduced the Intel®eASICTM N5X device family, previously referred to as Diamond Mesa, for low-latency 5G network acceleration, cloud acceleration and storage, AI, and edge applications. | | |
  | | | | | | HIGHLIGHTS AND SEGMENT IMPERATIVES | | | | | | | | | ● | PSG achieved a record design win year in 2018, driven by Intel® Arria® 10 and Intel® Stratix® 10 device families.
| | | "The increased adoption of FPGA and eASIC solutions across data center, networking, and IoT is driving value to our data-centric businesses."
—Dan McNamara, PSG General Manager
| ● | In 2018 we announced the Intel® Programmable Acceleration Card (Intel® PAC) with Intel® Stratix®10 SX FPGA, which operates seamlessly with Intel Xeon processors and an acceleration software stack, extending our portfolio of FPGA acceleration platforms.
| | | ● | In 2018, we acquired eASIC, a leading provider of structured application-specific integrated circuits (ASICs). These products expand PSG’s chip portfolio to better meet customers’ needs to further optimize cost and power. Customers have more choices and can achieve faster time-to-market and lower development costs—including a low-cost conversion process from FPGA to structured ASICs. | | | ● | In 2019, PSG will continue to focus on becoming the multi-function acceleration solution of choice for continuously evolving technologies from the edge to the cloud. | | |
| | | | | | | | | ■ Revenue $B | — Year over Year Growth
| | ■ Op Income $B | | |
1PSG was acquired in Q1 2016.
| | | | | | | | | MD&A | Segment Trends and ResultsMD&A | 3531 |
MARKET AND BUSINESS OVERVIEW
Market trends and strategyBusiness Overview PSG delivers solutions in the programmable logic device (PLD) market, primarily FPGAs, to accelerate applications that help secure, power,Market Trends and connect billions of devices and the infrastructure of the smart, connected, data-centric world. PSG enables a broad range of solutions targeting the data center, wireless, networking, military, medical, and industrial markets. The configurability and efficiency of FPGAs provide advantages to enable transformative applications such as 5G wireless, network function virtualization offload, and edge acceleration for video analytics and Industry 4.0. PSG has expanded its product portfolio by providing Intel® PAC, complete with an acceleration software stack, enabling new customers to plug cards directly into an Intel® Xeon® processor-based server for application accelerations in markets such as finance, genomics, video transcoding, and database acceleration.Strategy
Products and competitiveness
With the rise of pervasive connectivity and autonomous transactions, vast networks of devices and systems are linked from the edge through infrastructure to the cloud. Our FPGA and structured ASIC technologies enhance Intel's ability to meet the needs of customers across these technology inflections by delivering flexible and high-performance acceleration to extend platform capabilities, intercepting evolving requirements when standards are still changing, and enabling customers to validate next-generation technology proof points early in the market transition. The Intel® FPGA portfolio enables this transformation with discrete FPGAs and software-defined, hardware-based, multi-function acceleration cards that allow faster development times, high performance, and power efficiency with lower overall total cost of ownership. We enable a broad range of solutions targeting applications across our embedded, communications, and cloud and enterprise market segments. The configurability and efficiency of FPGAs provide advantages to enable transformative applications such as 5G wireless, network function virtualization acceleration, and edge acceleration for video analytics and Industry 4.0. At the edge, where systems ingest large amounts of data, Intel FPGAs are ideal for pre-processing data to accelerate Intel processors. In the network, where data traffic is increasing and network functions are being virtualized to improve transport efficiency, Intel FPGAs are built to deliver high-bandwidth aggregation and processing. In the cloud, where workloads shift dynamically and algorithms change, Intel FPGAs are the ideal solution for adapting to new demands through reconfigurability.
Products and Competitiveness
We deliver solutions in the PLD market, primarily FPGAs and structured ASICs, to accelerate applications that help secure, power, and connect billions of devices and the infrastructure of the smart, connected, data-centric world. We face competition from other programmable logic companies, as well as companies that make other types of semiconductor products, such as ASICs, application-specific standard products, GPUs, digital signal processors, and CPUs. Targeted growth areas for our programmable solutions include 5G, AI, intelligent edge, and cloud applications. The FPGA life cycle generally takes three or more years from the time that a design win is secured before a customer starts volume production and we receive the associated revenue. | | | | | | We expanded our FPGA silicon portfolio by offering additional capability with the Intel Stratix 10 FPGA family. We announced the Intel Stratix10 NX FPGA, Intel's first AI-optimized FPGA for high-bandwidth, low-latency AI acceleration. We continued the rollout of our 10nm Intel® AgilexTM family, which leverages our innovative heterogeneous architecture that allows the capability to integrate analog, memory, custom computing, custom I/O, and Intel eASIC chiplets into a single package. | | We continue to invest in the Intel eASIC silicon portfolio. We announced InteleASIC N5X, the next-generation InteleASIC device. Structured ASIC products serve as an intermediary technology between FPGAs and standard-cell ASICs that provides lower unit cost and lower power compared to FPGAs, and faster time-to-market and lower non-recurring engineering cost compared to standard-cell ASICs. Intel eASIC products have growth opportunities through adoption in 5G applications and scale across a wide range of markets. | | We announced several new FPGA SmartNIC platforms to help cloud service providers, communications service providers, and enterprise customers optimize and future-proof their infrastructures. Our FPGA SmartNIC platform strategy includes delivering platforms from Intel and leveraging our ecosystem partners to deliver platforms based on Intel® FPGA silicon. We introduced the Intel FPGA SmartNIC C5000X platform architecture, targeted for data center applications, and partnered with Silicom on the Silicom FPGA SmartNIC N5010 platform, powered by Intel Stratix 10 FPGAs and targeted for the communications market. |
We also announced the Intel® Open FPGA Stack (Intel® OFS), the first source-accessible FPGA hardware and software acceleration infrastructure, which will enable solution and board providers to build their own differentiated FPGA platforms for servers with Intel Xeon CPUs. We continue to execute to our developer-first strategy with the release of oneAPI in production, with support for several Intel FPGA families and the Intel® FPGA Programmable Acceleration Card (Intel® FPGA PAC). OneAPI allows users to save significant development time and enhance productivity while using a single, unified language for CPUs, GPUs, and FPGAs.
Financial Performance | | | | | | | | | | | | | | | | PSG Revenue $B | | PSG Operating Income $B | |
2020 vs. 2019 Revenue decreased$134 million, driven by a decline in our communications market segment due to customer transition to 5G ASICs which benefited DCG adjacencies, and decline in our embedded market segment. The decline was partially offset by strength in the cloud and enterprise market segment. 2019 vs. 2018 Revenue decreased $136 million, driven by a decline in our cloud and enterprise market segment, offset by strength in wireless and advanced products. 2020 vs. 2019 Operating income decreased $58 million, driven by lower revenue in our embedded and communications market segments, partially offset by strength in the cloud and enterprise market segment. 2019 vs. 2018 Operating income decreased$148 million, driven by lower revenue in our cloud and enterprise market segment, offset by strength in wireless and advanced products.
 | | | | | | | | | | Overview | | | The PC is more essential than ever, enriching lives by helping people focus, create, and connect with friends, family, and coworkers around the world. Working with our partners across the industry, we intend to continue to advance PC experiences. As the largest business unit at Intel, CCG is investing more heavily in the PC, ramping its capabilities even more aggressively, and designing the PC experience even more deliberately, including delivering a predictable cadence of leadership products. As a result, we are able to fuel innovation across Intel, providing an important source of IP, scale, and cash flow. | | | | Highlights and Segment Imperatives | | | | ■ | We delivered our fifth consecutive year of revenue growth, to $40.1 billion, as the PC became more essential than ever with more people working and learning from home due to COVID-19-related impacts. We maintained focus on high-growth segments and disciplined portfolio management. | "At a time when people are relying on their PCs more than ever, we are committed to creating and delivering the most advanced PC experiences to meet their real-world needs." —Gregory Bryant, Executive Vice President and General Manager, CCG | | ■ | We introduced our 11th Gen Intel Core processor-based systems built on our new 10nm SuperFin process technology and launched our new 10th Gen Intel® CoreTM vPro® processors. | | ■ | We continue to accelerate the pace of innovation to deliver new experiences and form factors. We announced the Intel Evo platform brand, powered by 11th Gen Intel Core processors. We experienced growth through Intel Evo-verified designs and continued growth in the commercial market segment. We also drove growth in our adjacencies in areas like systems and connectivity, while also introducing our first discrete graphics product—Intel Iris Xe MAX graphics. |
| | | | | | | | | | | | | | | | | | | | | | ■ Revenue $B | | ■ Op Income $B | |
Market and Business Overview Market Trends and Strategy Time spent on PCs has increased dramatically across all major usage categories, as well as the number of PCs per household, reinforcing the importance of bringing innovative platforms and form factors to market that support and enhance user experiences. The COVID-19 pandemic has also driven a shift to notebooks that enables increased user mobility and connectivity to enable working and learning from home. Currently, we estimate there are approximately 150 million1 enterprise and government PCs that are more than four years old. The experience and capabilities that new PCs deliver are dramatically better today, reinforcing the opportunity to drive a refresh cycle among enterprise customers. This brings a significant opportunity in the commercial market segment. Overall, market conditions across consumer and commercial market segments continue to improve in an increasingly competitive environment. We will optimize our strategy to stay focused on these competitive market segments and exit businesses that are not delivering growth—most recently seen by our exit in our Home Gateway Platform division. Products and Competitiveness We are accelerating the pace of innovation and delivering a predictable cadence of leadership products, including for modern notebooks and high-end enthusiast PCs. We deliver value to our customers by leveraging our engineering capabilities and working with our partners to deliver technology across every major vector of the computing experience, including performance, battery life, connectivity, memory, graphics, and form factors to create the most advanced PC platforms. We launched our 11th Gen Intel Core processors with Intel Iris Xe graphics. This latest generation of processors, powered by our new 10nm SuperFin transistors, combines new industry technologies like Wi-Fi 6 (Gig+), Thunderbolt 4, AV1 media decode, CPU-attached PCIe Gen 4 interface, and hardware-hardened security features. There were more than 100 designs based on 11th Gen Intel Core processors by the end of 2020 from partners including Acer, Asus, Dell, HP, Lenovo, LG, Razer, Samsung, and others, and approximately 50 additional designs are expected in 2021. We announced the Intel Evo platform brand powered by 11th Gen Intel Core processors with Intel Iris Xe graphics, representing laptop designs made possible by Intel's Project Athena innovation program. Laptop designs built on the Intel Evo platform will feature the Intel Evo badge, signaling that they are tested and verified in Intel labs to ensure they deliver new experience targets or key experience indicators defined by real-world usage models and innovation across areas like responsiveness, battery life, instant wake, and connectivity. We also introduced three additions to our 10th Gen Intel Coreprocessor family, extending our leadership in gaming and business. The IntelCore H-series mobile processors include a new H-series processor that delivers desktop-caliber performance that gamers and creators can take anywhere; the IntelCore S-series desktop processors include Intel's flagship Core i9-10900K processor, featuring up to 10 cores, 20 threads and DDR4-2933 memory speeds; and our new 10th Gen Intel Core vPro processors are designed for enterprise needs and deliver increased productivity improvements, connectivity, security features, and remote manageability. We expanded the Intel NUC small form factor product lines for commercial, gaming, and channel laptops, and launched the IntelNUC Elements modular product. At the end of 2020, these product lines started the transition to 11th Gen Intel Core processors. We continue to enhance our platform products with new adjacent technologies. We launched the Intel® Wi-Fi 6 (Gig+) 802.11ax connectivity solution, the first Wi-Fi 6 solution in the PC market, featuring faster speeds, increased throughput, and better experiences for activities such as video conferencing. We are driving new industry standards for USB-C connector-based products with the introduction of Thunderbolt 4, Intel's universal cable connectivity solution. Strong adoption of ThunderboltTM 3 continues, and it serves as the underlying architecture of USB4. We continue to focus on an advanced pace of innovation and a predictable cadence of leadership products. We operate in a particularly competitive market with strong competition from AMD; vendors who use applications processors based on ARM architecture, such as Qualcomm Inc. (Qualcomm); and customers who internally develop their own semiconductors, which now include Apple Inc. (Apple). We expect this competitive environment to intensify in 2021. 1 Source: Intel calculated the volume of devices over four years old from industry analyst reports and internal data.
Financial Performance | | | | | | | | | | | | | | | | CCG Revenue $B | | CCG Operating Income $B | |
▪Increased unit sales driven by strength in notebook demand, partially offset by lower desktop demand. ▪Lower notebook ASPs resulting from higher demand for consumer education PCs, partially offset by higher desktop ASPs from increased demand for performance products in the gaming market segment. ▪Weakness in adjacent revenue driven by volume decline in LTE modem and connected home devices, partially offset by strength in Wi-Fi sales. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 vs. 2019 | | 2019 vs. 2018 | | (In Millions) | | % | | $ Impact | | % | | $ Impact | | | | | | | | | | | | | Desktop platform volume | | down | (11)% | | $ | (1,316) | | | down | (6)% | | $ | (705) | | | Desktop platform ASP | | up | 2% | | 186 | | | up | 3% | | 307 | | | Notebook platform volume | | up | 28% | | 5,770 | | | down | (5)% | | (1,080) | | | Notebook platform ASP | | down | (6)% | | (1,646) | | | up | 5% | | 929 | | | Adjacent products and other | | | | | (83) | | | | | | 691 | | | | | | | | | | | | | | Total change in revenue | | | | | $ | 2,911 | | | | | | $ | 142 | |
Operating income remained flat year over year, and operating margin was 38% in 2020. | | | | | | | | | | (In Millions) | | | | $ | 15,129 | | | 2020 Operating Income | | (3,025) | | | Higher platform unit cost primarily from increased mix of 10nm products | | (125) | | | Primarily driven by higher logistic expenses due to COVID-19 | | 1,715 | | | Higher gross margin from platform revenue | | 640 | | | Lower operating expenses | | 420 | | | Lower period charges due to lower start-up cost associated with 10nm products and sell-through of previously reserved platform products related to our 10nm process technology | | 300 | | | Higher CCG adjacent product margin | | 2 | | | Other | | $ | 15,202 | | | 2019 Operating Income | | 1,425 | | | Lower period charges primarily due to lower factory start-up costs and sell-through of previously reserved non-qualified platform product associated with our 10nm process technology | | 725 | | | Lower operating expenses primarily driven by lower investment in modem | | (1,170) | | | Higher platform unit cost | | (145) | | | Lower gross margin from platform revenue | | | | | | | MD&A | Segment Trends and Results | 36 | Other | | $ | 14,222 | | | 2018 Operating Income |
FINANCIAL PERFORMANCE
| | | | | | | | | | PSG REVENUE $BMD&A | | PSG OPERATING INCOME $B | 36 |
 
| | | | | | REVENUE SUMMARYConsolidated Results of Operations | | | |
2018 – 2017
Revenue increased$221 million,We achieved record revenue in 2020 amid a volatile environment. Data-centric and PC-centric revenue were both up, driven by growth in the data center market segmentDCG, CCG, and NSG. Our gross margin was impacted by a higher mix of 10nm products, but we reduced spending to 25.3% of revenue while increasing our advanced products (28nm, 20nm, and 14nm process technologies), which grew approximately 60% from 2017.investment in R&D.
2017 – 2016
Revenue increased $233 million, driven by growth in industrial, military, and automotive market segments, as well as in our advanced products and last-time buys of our legacy products. Also, a one-time $99 million deferred revenue write-down due to the acquisition of Altera negatively impacted 2016 PSG revenue. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended
(In Millions, Except Per Share Amounts) | | December 26, 2020 | | December 28, 2019 | | December 29, 2018 | | Amount | | % of Net
Revenue | | Amount | | % of Net
Revenue | | Amount | | % of Net
Revenue | | Net revenue | | $ | 77,867 | | | 100.0 | % | | $ | 71,965 | | | 100.0 | % | | $ | 70,848 | | | 100.0 | % | | Cost of sales | | 34,255 | | | 44.0 | % | | 29,825 | | | 41.4 | % | | 27,111 | | | 38.3 | % | | Gross margin | | 43,612 | | | 56.0 | % | | 42,140 | | | 58.6 | % | | 43,737 | | | 61.7 | % | | Research and development | | 13,556 | | | 17.4 | % | | 13,362 | | | 18.6 | % | | 13,543 | | | 19.1 | % | | Marketing, general and administrative | | 6,180 | | | 7.9 | % | | 6,350 | | | 8.8 | % | | 6,950 | | | 9.8 | % | | Restructuring and other charges | | 198 | | | 0.3 | % | | 393 | | | 0.5 | % | | (72) | | | (0.1) | % | | | | | | | | | | | | | | | Operating income | | 23,678 | | | 30.4 | % | | 22,035 | | | 30.6 | % | | 23,316 | | | 32.9 | % | | Gains (losses) on equity investments, net | | 1,904 | | | 2.4 | % | | 1,539 | | | 2.1 | % | | (125) | | | (0.2) | % | | Interest and other, net | | (504) | | | (0.6) | % | | 484 | | | 0.7 | % | | 126 | | | 0.2 | % | | Income before taxes | | 25,078 | | | 32.2 | % | | 24,058 | | | 33.4 | % | | 23,317 | | | 32.9 | % | | Provision for taxes | | 4,179 | | | 5.4 | % | | 3,010 | | | 4.2 | % | | 2,264 | | | 3.2 | % | | Net income | | $ | 20,899 | | | 26.8 | % | | $ | 21,048 | | | 29.2 | % | | $ | 21,053 | | | 29.7 | % | | Earnings per share—diluted | | $ | 4.94 | | | | | $ | 4.71 | | | | | $ | 4.48 | | | |
| | | | | | | | | OPERATING INCOME SUMMARY | MD&A | 37 |
2018 – 2017
Revenue Our total revenue grew from $59.4 billion in 2016 to $77.9 billion in 2020, representing 7% CAGR. Data-centric businesses collectively grew faster than Intel at 9% CAGR over the last five years and are approaching 50% of our revenue. | | | | PC to Data-centric Transformation Over the Last 5 years |
| | | | | | | | | | | | | | | | ■ PC-centric $B | ■ Data-centric $B | —Data-centric as a % of total Intel revenue
| |
2020 vs. 2019 In 2020, revenue was $77.9 billion, up $5.9 billion, or 8%, from 2019. Our data-centric businesses collectively grew 9% due to increased platform volume as cloud service providers increased capacity to serve customer demand. We also saw continued growth in DCG communications service providers, partially offset by enterprise and government decline. We saw growth in DCG adjacencies driven by 5G networking deployment and improved NAND pricing and higher demand in NAND,partially offset by weaker core mix and demand in IOTG platform products due to COVID-19.Our PC-centric business was up8% year over year driven by strength in notebook and Wi-Fi sales. That growth was slightly offset by lower desktop volume and lower notebook ASPs resulting from higher demand for consumer and education PCs, and volume decline in LTE modem and connected home following the exit of those businesses. 2019 vs. 2018 In 2019, revenue was $72.0 billion, up $1.1 billion, or 2%, from 2018. Our data-centric businesses collectively grew 3% year over year and made up nearly half of our total revenue in 2019. Platform ASPs increased due to stronger core mix offset by a decline in NSG ASPs due to lower NAND market pricing and a decrease in DCG platform unit sales as the enterprise and government market segment contracted. Our PC-centric business was flat year over year at$466 million. Revenue increasedas ASP strength from thericher commercial segment mix and modem growth in the data center and advanced products, but waswere offset by higher costs from an unfavorable product mix and increased investments.declines in platform volume. 2017 – 2016
Operating income increased $562 million. Higher revenue and operational synergies contributed $111 million of the year over year increase. The remainder was due to one-time acquisition-related charges, including a $99 million deferred revenue write-down with a $64 million operating income impact and an inventory valuation adjustment of approximately $387 million.
Gross Margin We derived most of our overall gross margin dollars from the sale of platform products in the DCG and CCG operating segments. Our overall gross margin dollars in 2020 increased by $1.5 billion, or approximately 3%, compared to 2019, and in 2019 decreased by $1.6 billion, or 4%, compared to 2018. Our gross margin percentage was down as the increase in platform revenue was offset by higher platform unit cost and a higher portion of our revenue from lower margin adjacent businesses. | | | | | Gross Margin $B | | (Percentages in chart indicate gross margin as a percentage of total revenue) |
 | | | | | | | | | | (In Millions) | | | | $ | 43,612 | | | 2020 Gross Margin | | 2,360 | | | Higher gross margin from platform revenue | | 1,855 | | | Higher gross margin from adjacent businesses primarily due to higher margins on NAND, modem, and Wi-Fi, partially offset by lower margins on DCG adjacencies | | 630 | | | Lower factory start-up costs associated with our 10nm process technology | | 155 | | | Lower period charges | | (3,285) | | | Higher platform unit cost primarily from increased mix of 10nm products | | (255) | | | Primarily driven by higher logistic expenses due to COVID-19 | | | | | 12 | | | Other | | $ | 42,140 | | | 2019 Gross Margin | | (1,360) | | | Lower gross margin from adjacent businesses primarily due to NAND, DCG adjacencies, and PSG offset by higher gross margin on Mobileye | | (1,300) | | | Higher platform unit cost, primarily from increased mix of performance products | | 580 | | | Higher gross margin from platform revenue | | 490 | | | Lower period charges primarily due to lower factory start-up costs and sell-through of previously reserved non-qualified platform product, offset by higher initial production costs associated with our 10nm process technology | | (7) | | | Other | | | | | | | MD&A | Segment Trends and Results | 37 | | $ | 43,737 | | | 2018 Gross Margin |
Operating Expenses
Total R&D and MG&A expenses for 2020 were $19.7 billion, flat compared to 2019. These expenses represented 25.3% of revenue for 2020 and 27.4% of revenue for 2019.
We continue to invest in R&D to accelerate our growth and profitability, while driving operational efficiencies to reduce our MG&A spending. RESTRUCTURING AND OTHER CHARGES | | | | | | | | | | Research and Development $B | | Marketing, General, and Administrative $B | | (Percentages indicate expenses as a percentage of total revenue) |
| | | | | | | | | 2020 vs. 2019 | | | | | | | | R&D spending increased by $194 million, or 1%, driven by the following: | | | | | | | | + | Investments in our process technology | | | | + | Investments in our PC and data-centric businesses | | | | - | Ramp down of 5G smartphone modem business | | | | - | Incentive-based cash compensation | | | | | | | | | | | | 2019 vs. 2018 | | | | | | | | R&D spending decreased by $181 million, or 1%, driven by the following: | | | | | | | | - | Ramp down of 5G smartphone modem business and other projects | | | | - | Incentive-based cash compensation | | | | - | Corporate spending efficiencies | | | | + | Investments in our data-centric businesses | | | | + | Investments in our process technology | | |
| | | | Marketing, General and Administrative |
| | | | | | | | | 2020 vs. 2019 | | | | | | | | MG&A spending decreased by $170 million, or 3%, driven by the following: | | | | | | | | - | Corporate spending efficiencies | | | | - | Incentive-based cash compensation | | | | | | | | | | | | | | | | 2019 vs. 2018 | | | | | | | | MG&A spending decreased by $600 million, or 9%, driven by the following: | | | | | | | | - | Corporate spending efficiencies | | | | - | Reduction in marketing programs | | | | - | Incentive-based cash compensation | | | | - | Lower expenses due to the Wind River divestiture in Q2 2018 | | | | | | | | | | |
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | 2016 Restructuring Program | | $ | (72 | ) | | $ | 135 |
| | $ | 1,681 |
| | ISecG separation costs and other charges | | — |
| | 249 |
| | 63 |
| | Total restructuring and other charges | | $ | (72 | ) | | $ | 384 |
| | $ | 1,744 |
|
We commenced the 2016 Restructuring Program in the second quarter
Gains (Losses) on Equity Investments and the program was completed in 2017. Other charges consist primarily of expenses associated with the divestiture of ISecG that was completed in Q2 2017. For further information, see "Note 8: RestructuringInterest and Other, Charges" within the Consolidated Financial Statements.Net | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Ongoing mark-to-market adjustments on marketable equity securities | | $ | (133) | | | $ | 277 | | | $ | (129) | | | Observable price adjustments on non-marketable equity securities | | 176 | | | 293 | | | 202 | | | Impairment charges | | (303) | | | (122) | | | (424) | | Sale of equity investments and other | | 2,164 | | | 1,091 | | | 226 | | | Gains (losses) on equity investments, net | | $ | 1,904 | | | $ | 1,539 | | | $ | (125) | | | | | | | | | | Interest and other, net | | $ | (504) | | | $ | 484 | | | $ | 126 | |
GAINS (LOSSES) ON EQUITY INVESTMENTS AND INTEREST AND OTHER, NETGains (Losses) on Equity Investments, Net
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Gains (losses) on equity investments, net | | $ | (125 | ) | | $ | 2,651 |
| | $ | 506 |
| | Interest and other, net | | $ | 126 |
| | $ | (349 | ) | | $ | (703 | ) |
GAINS (LOSSES) ON EQUITY INVESTMENTS, NET
We recognized ongoingOngoing mark-to-market net gains and losses on our marketable equity securities of $129 million inreported during 2020 were primarily driven by Montage Technology, Co. Ltd. (Montage); 2019 and 2018 net gains and losses were primarily related to changes in value of our interests indriven by ASML Holding N.V. (ASML) and Cloudera, Inc.Cloudera. In addition to the mark-to-market losses,2019, we alsosold our equity investment in ASML.
During 2020, we recognized higher than historically experienced impairment charges including aon our non-marketable portfolio based on our assessment of the impact of recent public and private market volatility and tightening of liquidity. We recognized impairments of $290 million on non-marketable equity securities ($122 million in 2019 and $132 million in 2018). In 2018, we recognized an impairment charge toof $290 million in our equity method investment in IMFT. These losses were partially offset by $202 In sale of equity investments and other, we recognized $1.1 billion on the initial fair value adjustment from a Montage holding becoming marketable and $606 million of upward observable price adjustments. related to four other equity investments that went public in 2020. We recognized $3.5 billionMcAfee dividends of net realized gains on sales$126 million in 2017, primarily related to sales of a portion2020 and $632 million in 2019, and in 2019 we recognized $107 million from our sale of our non-controlling interest in ASML. The higher net realized gains were partially offset by $833 million of impairment chargesIMFT. Interest and our share of equity method investee losses in 2017. We recognized higher reported gains in 2017 compared to 2016, primarily related to sales of a portion of our interest in ASML. INTEREST AND OTHER, NETOther, Net
We recognized a net loss in interest and other in 2020 compared to a net gain in 2019, primarily due to lower divestiture gains in 2020 compared to 2019. We recognized a higher net gain in interest and other in 20182019 compared to a net loss in 2017,2018, primarily due to lower lossesloss on debt conversions higher assets under construction resulting in more capitalized interest, and larger divestiture gains in 20182019 compared to 2017.2018. We recognized a lower net loss in interest and other in 2017 compared to 2016, primarily due to higher interest income in 2017.
PROVISION FOR TAXESProvision for Taxes
| | | | | | | | | | | | | | | | | | | | | | Years Ended (Dollars in Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Income before taxes | | $ | 25,078 | | | $ | 24,058 | | | $ | 23,317 | | | Provision for taxes | | $ | 4,179 | | | $ | 3,010 | | | $ | 2,264 | | | Effective tax rate | | 16.7 | % | | 12.5 | % | | 9.7 | % |
| | | | | | | | | | | | | | Years Ended
(Dollars in Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Income before taxes | | $ | 23,317 |
| | $ | 20,352 |
| | $ | 12,936 |
| | Provision for taxes | | $ | 2,264 |
| | $ | 10,751 |
| | $ | 2,620 |
| | Effective tax rate | | 9.7 | % | | 52.8 | % | | 20.3 | % |
The majority of the decrease in ourOur effective tax rate increased in 20182020 compared to 2017 resulted from initial tax expense from the U.S. Tax Cuts and Jobs Act (Tax Reform) and the tax impacts from the ISecG2019, primarily driven by a change in our permanent reinvestment assertion with respect to undistributed earnings in China, as a result of our planned divestiture that we had in 2017, but not in 2018. The reduction of the U.S. statutory rate, combined withNAND memory business. It also increased due to the net impact of the enactment or repeal of specific tax law provisions through the Tax Reform, drove the remaining decreasereduction in our foreign derived intangible income benefit in 2020.
Our effective tax rate increased in 2018. For further information on Tax Reform and its impacts, see "Note 9: Income Taxes" within the Consolidated Financial Statements. Substantially all of the increase in our effective tax rate in 20172019 compared to 2016 was2018, primarily driven by the one-time provisional impacts from the Tax Reform enacted on December 22, 2017, the 2017 ISecG divestiture, and a higher proportion of our incomebenefits that occurred in higher tax rate jurisdictions.2018.
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 3841 |
Liquidity and Capital Resources
LIQUIDITY AND CAPITAL RESOURCES
We consider the following when assessing our liquidity and capital resources: | | | (Dollars in Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | | (In Millions) | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Cash and cash equivalents, short-term investments, and trading assets | | $ | 11,650 |
| | $ | 14,002 |
| Cash and cash equivalents, short-term investments, and trading assets | | $ | 23,895 | | | $ | 13,123 | | | Other long-term investments | | $ | 3,388 |
| | $ | 3,712 |
| Other long-term investments | | $ | 2,192 | | | $ | 3,276 | | | Loans receivable and other | | $ | 1,550 |
| | $ | 1,097 |
| Loans receivable and other | | $ | 947 | | | $ | 1,239 | | | Reverse repurchase agreements with original maturities greater than three months | | $ | 250 |
| | $ | 250 |
| Reverse repurchase agreements with original maturities greater than three months | | $ | — | | | $ | 350 | | | | Total debt | | $ | 26,359 |
| | $ | 26,813 |
| Total debt | | $ | 36,401 | | | $ | 29,001 | | | Temporary equity | | $ | 419 |
| | $ | 866 |
| Temporary equity | | $ | — | | | $ | 155 | | | Debt as a percentage of permanent stockholders’ equity | | 35.4 | % | | 38.8 | % | |
Cash generated by operations is our primary source of liquidity. When assessing our sources of liquidity, we include cash and investments as shown in the preceding table. We maintain a diverse investment portfolio that we continually analyze based on issuer, industry, and country. When assessing our sources of liquidity, we include investments as shown in the preceding table. Substantially all of our investments in debt instruments and financing receivables are in investment-grade securities. Other potential sources of liquidity include our commercial paper program and our automatic shelf registration statement on file with the SEC, pursuant to which we may offer an unspecified amount of debt, equity, and other securities. Under our commercial paper program, we have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion. As of December 29, 2018, $480 million of26, 2020, we had no commercial paper remained outstanding. During 2018,2020, we remarketedissued a total of $423 million$10.3 billion aggregate principal amount of bonds issued by the Industrial Development Authority of the City of Chandler, Arizonasenior notes and the State of Oregon Business Development Commission. We also repaid $600 million$1.0 billion of our 2.50%1.85% senior notes that matured in November 2018May 2020 and $1.8 billion of our 2.45% senior notes that matured in July 2020. We also repaid $700 million in floating-rate senior notes that matured in May 2020. Additionally, we paid $2.4$1.1 billion in cash to satisfy conversion requestsobligations for a portionthe remaining $372 million of our $2.0 billion 3.25% junior subordinated convertible debentures due 2039.2009 Debentures. The enactmentOn March 24, 2020, we suspended the use of Tax Reformour financial resources for stock repurchases. On August 19, 2020, in December 2017 imposed a tax on all previously untaxed earningsresponse to our belief that our stock was trading well below its intrinsic valuation at that time, we entered into ASR agreements to repurchase an aggregate of non-U.S. subsidiaries$10.0 billion of U.S. corporations. Future distributions of non-U.S. assets to the U.S. are no longer subject to U.S. taxation in most cases. As a result, in Q4 2017our common stock. In total, we recognized a one-time provisional transition tax expense of $6.1 billion, which was adjusted to $5.9have repurchased approximately $17.6 billion in 2018.shares as part of our planned $20.0 billion share repurchases announced in October 2019. We expectintend to pay the tax in annual installments from 2019 through 2026. We believe that our current U.S. sources of cash and liquidity are sufficient to meet our tax liability.
During Q3 2017, we acquired 97.3% of Mobileye's outstanding ordinary shares for $14.5 billion net cash. We funded the acquisition of shares with cash held by our non-U.S. subsidiaries. During Q2 2018, we acquiredcomplete the remaining outstanding ordinary shares for $380 million.$2.4 billion balance of these planned repurchases in Q1 2021.
We believe we have sufficient financial resources to meet our business requirements in the next 12 months, including capital expenditures for worldwide manufacturing and assembly and test; working capital requirements; and potential acquisitions, strategic investments, dividends, and common stock repurchases.
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 3942 |
| | | | SOURCES AND USES OF CASHSources and Uses of Cash
(In Millions) | |
In summary, our cash flows for each period were as follows: | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Net cash provided by operating activities | | $ | 29,432 |
| | $ | 22,110 |
| | $ | 21,808 |
| Net cash provided by operating activities | | $ | 35,384 | | | $ | 33,145 | | | $ | 29,432 | | | Net cash used for investing activities | | (11,239 | ) | | (15,762 | ) | | (25,817 | ) | Net cash used for investing activities | | (20,796) | | | (14,405) | | | (11,239) | | | Net cash provided by (used for) financing activities | | (18,607 | ) | | (8,475 | ) | | (5,739 | ) | Net cash provided by (used for) financing activities | | (12,917) | | | (17,565) | | | (18,607) | | | | Net increase (decrease) in cash and cash equivalents | | $ | (414 | ) | | $ | (2,127 | ) | | $ | (9,748 | ) | Net increase (decrease) in cash and cash equivalents | | $ | 1,671 | | | $ | 1,175 | | | $ | (414) | |
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 4043 |
OPERATING ACTIVITIESOperating Activities
Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. For 20182020 compared to 2017,2019, the $7.3$2.2 billion increase in cash provided by operating activities was primarily due to higher netchanges in working capital. Changes in working capital were driven by accounts receivable, inventory, and income taxes, offset by other assets and liabilities. For 2019 compared to 2018, the $3.7 billion increase in cash provided by operating activities was primarily due to changes in working capital. Changes in working capital were driven by taxes, other assets and liabilities, and accounts receivables,receivable, offset by relatively flat inventory levels. Income taxes paid, netcustomer utilization of refunds, in 2018 compared to 2017 were flat as the benefit of a lower U.S. corporate tax rate was offset by the payment related to the 2017 U.S. Tax Reform transition tax. We received $1.4 billion of customer deposits and prepaid supply agreements in 2018, net of customer utilization, compared to $1.1 billion in 2017.agreement payments and inventory build. For 2017 compared to 2016, the $302 million increase in cash provided by operating activities was due to changes to working capital partially offset by adjustments for non-cash items and lower net income. Tax Reform did not have an impact on our 2017 cash provided by operating activities. The increase in cash provided by operating activities was driven by increased income before taxes and $1.1 billion receipts of customer deposits and prepaid supply agreements. These increases were partially offset by increased inventory and accounts receivable. Income taxes paid, net of refunds, in 2017 compared to 2016 were $2.9 billion higher due to higher income before taxes, taxable gains on sales of ASML, and taxes on the ISecG divestiture.
INVESTING ACTIVITIESInvesting Activities
Investing cash flows consist primarily of capital expenditures;expenditures, investment purchases, sales, maturities, and disposals;disposals, and proceeds from divestitures and cash used for acquisitions. Our capital expenditures were $14.3 billion in 2020, excluding NAND capital expenditures subsequent to the held for sale date ($16.2 billion in 2019 and $15.2 billion in 2018 ($11.8 billion in 2017 and $9.6 billion in 2016)2018). The decreaseincrease in cash used for investing activities in 20182020 compared to 20172019 was primarily due to lower cash paid on acquisitions and increased cash from net trading asset activity. This was partially offset by increased capital expenditures, netan increase in purchases of available-for-sale debt investments activity, decreased proceeds from divestitures, and decreasedtrading assets, offset by an increase in maturities and sales of equityavailable-for-sale debt investments (substantially all from ASML sales).and trading assets, and a decrease in capital expenditures and cash paid for acquisitions. The decreaseincrease in cash used for investing activities in 20172019 compared to 20162018 was primarily due to higher net trading asset activity, of available-for-sale debt investments in 2017, proceeds from our divestiture of ISecG in 2017,acquisitions, and higher maturities and sales of trading assets in 2017. This activitycapital expenditures. The increase was partially offset by higher capital expenditures in 2017.net available-for-sale debt investment activity. FINANCING ACTIVITIESFinancing Activities
Financing cash flows consist primarily of repurchases of common stock, payment of dividends to stockholders, issuance and repayment of short-term and long-term debt, and proceeds from the sale of shares of common stock through employee equity incentive plans. The increasedecrease in cash used for financing activities in 20182020 compared to 20172019 was primarily due to decreasedan increase in cash provided by long-term debt issuanceissuances, offset by an increase in repayments of debt and increaseddebt conversions and an increase in repurchases of common stock. During 2018,2020, we repurchased $10.7$14.2 billion of common stock under our authorized common stock repurchase program, compared to $3.6$13.6 billion in 2017. In 2018, the Board approved a $15.0 billion increase in our authorized stock repurchase program.2019. As of December 29, 2018, $17.326, 2020, $9.7 billion remained available for repurchasing common stock under the repurchase authorization limit. We base our level of common stock repurchases on internal cash management decisions, and this level may fluctuate. Our total dividend payments were $5.5$5.6 billion in 20182020 compared to $5.1$5.6 billion in 2017.2019. We have paid a cash dividend in each of the past 105113 quarters. In Q1 2019, the Board declared a quarterly cash dividend of $0.315 per share of common stock, payable on March 1, 2019 to stockholders of record on February 7, 2019. The increasedecrease in cash used for financing activities in 20172019 compared to 20162018 was primarily due to netincreased long-term debt activity, which was a useissuance, offset by increased repurchases of cash in 2017 compared to a source of cash in 2016. Additionally, cash used for common stock repurchases was higher in 2017 compared to 2016.stock.
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 4144 |
Contractual Obligations
CONTRACTUAL OBLIGATIONS
Significant contractual obligations as of December 29, 201826, 2020 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | Payments Due by Period | | (In Millions) | | Total | | Less Than 1 Year | | 1–3 Years | | 3–5 Years | | More Than 5 Years | | Operating lease obligations | | $ | 835 |
| | $ | 229 |
| | $ | 314 |
| | $ | 171 |
| | $ | 121 |
| Capital purchase obligations1 | | 9,029 |
| | 7,888 |
| | 795 |
| | 345 |
| | 1 |
| Other purchase obligations and commitments2 | | 3,249 |
| | 1,272 |
| | 1,781 |
| | 178 |
| | 18 |
| Tax obligations3 | | 4,732 |
| | 143 |
| | 426 |
| | 1,234 |
| | 2,929 |
| Long-term debt obligations4 | | 40,187 |
| | 1,518 |
| | 7,583 |
| | 6,173 |
| | 24,913 |
| Other long-term liabilities5 | | 1,626 |
| | 722 |
| | 708 |
| | 95 |
| | 101 |
| Total6 | | $ | 59,658 |
| | $ | 11,772 |
| | $ | 11,607 |
| | $ | 8,196 |
| | $ | 28,083 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Payments Due by Period | | (In Millions) | | Total | | Less than
1 year | | 1–3 years | | 3–5 years | | More than
5 years | Operating lease obligations1 | | $ | 559 | | | $ | 175 | | | $ | 229 | | | $ | 121 | | | $ | 34 | | Capital purchase obligations2 | | 8,570 | | | 8,006 | | | 556 | | | 8 | | | — | | Other purchase obligations and commitments3 | | 2,585 | | | 1,831 | | | 598 | | | 149 | | | 7 | | Tax obligations4 | | 4,418 | | | 259 | | | 1,234 | | | 2,478 | | | 447 | | Long-term debt obligations5 | | 55,543 | | | 3,725 | | | 7,046 | | | 7,571 | | | 37,201 | | Other long-term liabilities6 | | 2,059 | | | 1,072 | | | 820 | | | 41 | | | 126 | | Total7 | | $ | 73,734 | | | $ | 15,068 | | | $ | 10,483 | | | $ | 10,368 | | | $ | 37,815 | |
| | 11Operating lease obligations represent the undiscounted lease payments under non-cancelable leases, but exclude non-lease components. 2Capital purchase obligations represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities on our Consolidated Balance Sheets as of December 26, 2020, as we had not yet received the related goods nor taken title to the property. 3Other purchase obligations and commitments include payments due under various types of licenses and agreements to purchase goods or services. 4Tax obligations represent the future cash payments related to Tax Reform enacted in 2017 for the one-time transition tax on our previously untaxed foreign earnings. For further information, see "Note 8: Income Taxes" within the Consolidated Financial Statements. 5Amounts represent principal payments for all debt obligations and interest payments for fixed-rate debt obligations. Interest payments on floating-rate debt obligations, as well as the impact of fixed-rate to floating-rate debt swaps, are excluded. 6Amounts represent future cash payments to satisfy other long-term liabilities recorded on our Consolidated Balance Sheets, including the short-term portion of these long-term liabilities. Derivative instruments are excluded from the preceding table because they do not represent the amounts that may ultimately be paid. 7Total excludes contractual obligations already recorded on our Consolidated Balance Sheets as current liabilities, except for the short-term portions of long-term debt obligations and other long-term liabilities. | Capital purchase obligations represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities on our consolidated balance sheets as of December 29, 2018, as we had not yet received the related goods nor taken title to the property. |
| | 2
| Other purchase obligations and commitments include payments due under various types of licenses and agreements to purchase goods or services, as well as payments due under non-contingent funding obligations.
|
| | 3
| Tax obligations represent the future cash payments related to Tax Reform enacted in 2017 for the one-time transition tax on our previously untaxed foreign earnings. For further information, see "Note 9: Income Taxes" within the Consolidated Financial Statements. |
| | 4
| Amounts represent principal payments for all debt obligations and interest payments for fixed-rate debt obligations. Interest payments on floating-rate debt obligations, as well as the impact of fixed-rate to floating-rate debt swaps, are excluded. Debt obligations are classified based on their stated maturity date, regardless of their classification on the consolidated balance sheets. Any future settlement of convertible debt would impact our cash payments. |
| | 5
| Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheets, including the short-term portion of these long-term liabilities. Derivative instruments are excluded from the preceding table, as they do not represent the amounts that may ultimately be paid. |
| | 6
| Total excludes contractual obligations already recorded on our consolidated balance sheets as current liabilities, except for the short-term portions of long-term debt obligations and other long-term liabilities. |
The expected timing of payments of the obligations in the preceding table is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations. Contractual obligations for purchases of goods or services included in "Other purchase obligations and commitments" in the preceding table include agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum, or variable price provisions; and the approximate timing of the transaction. For obligations with cancellation provisions, the amounts included in the preceding table were limited to the non-cancelable portion of the agreement terms or the minimum cancellation fee. For the purchase of raw materials, we have entered into certain agreements that specify minimum prices and quantities based on a percentage of the total available market or based on a percentage of our future purchasing requirements. Due to the uncertainty of the future market and our future purchasing requirements, as well as the non-binding nature of these agreements, obligations under these agreements have been excluded from the preceding table. Our purchase orders for other products are based on our current manufacturing needs and are fulfilled by our vendors within short time horizons. In addition, some of our purchase orders represent authorizations to purchase rather than binding agreements. Contractual obligations that are contingent upon the achievement of certain milestones have been excluded from the preceding table. MostApproximately half of our milestone-based contracts are tooling related for the purchase of capital equipment. These arrangements are not considered contractual obligations until the milestone is met by the counterparty.As of December 29, 2018,26, 2020, assuming that all future milestones are met, the additional required payments would be approximately $688$530 million. For the majority of restricted stock units (RSUs)RSUs granted, the number of shares of common stock issued on the date the RSUs vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. The obligation to pay the relevant taxing authority is excluded from the preceding table, as the amount is contingent upon continued employment. In addition, the amount of the obligation is unknown, as it is based in part on the market price of our common stock when the awards vest.
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 4245 |
During 2014, we entered into a series of agreements with Tsinghua Unigroup Ltd. (Tsinghua Unigroup), an operating subsidiary of Tsinghua Holdings Co. Ltd., to, among other things, jointly develop Intel architectureQuantitative and communications-based solutions for phones. Subject to regulatory approvals and other closing conditions, we have agreed to invest up to $9.0 billion Chinese yuan (approximately $1.5 billion as of the date of the agreement) for a minority stake of Beijing Unisoc Technology Ltd. (Unisoc), formally Beijing UniSpreadtrum Technology Ltd. During 2015, we invested $966 million to complete the first phase of the equity investment, and the second phase of the investment will require additional funding of approximately $500 million; however, as our obligation is contingent upon regulatory approvals and other closing conditions, it has been excluded from the preceding table.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQualitative Disclosures About Market Risk
We are affected by changes in currency exchange and interest rates, as well as equity and commodity prices. Our risk management programs are designed to reduce, but may not entirely eliminate, the impacts of these risks. All of the following potential changes are based on sensitivity analyses performed on our financial positions as of December 29, 201826, 2020 and December 30, 2017.28, 2019. Actual results may differ materially. CURRENCY EXCHANGE RATESCurrency Exchange Rates
We are exposed to currency exchange risks of non-U.S.-dollar-denominated investments in debt and equity instruments and loans receivable, and may economically hedge this risk with foreign currency contracts, such as currency forward contracts or currency interest rate swaps. Gains or losses on these non-U.S.-currency investments are generally offset by corresponding losses or gains on the related hedging instruments. We are exposed to currency exchange risks from our non-U.S.-dollar-denominated debt indebtedness and may use foreign currency contracts designated as cash flow hedges to manage this risk. Substantially all of our revenue is transacted in U.S. dollars. However, a significant portion of our operating expenditures and capital purchases are incurred in other currencies, primarily the euro, the Japanese yen, the Israeli shekel, and the Chinese yuan. We have established currency risk management programs to protect against currency exchange rate risks associated with non-U.S. dollar forecasted future cash flows and existing non-U.S. dollar monetary assets and liabilities. We may also hedge currency risk arising from funding of foreign currency-denominated future investments. We may utilize foreign currency contracts, such as currency forwards or option contracts in these hedging programs. We considered the historical trends in currency exchange rates and determined that it was reasonably possible that a weighted average adverse change of 20%10% in currency exchange rates could be experienced in the near term. Such an adverse change, after taking into account balance sheet hedges only and offsetting recorded monetary asset and liability positions outstanding as of December 29, 201826, 2020 and December 30, 2017,28, 2019, would result in an adverse impact on income before taxes of less than $46$61 million and less than $95$38 million, respectively. INTEREST RATESInterest Rates
We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The primary objective of our investment policy is to preserve principal and the financial flexibility to fund our business while maximizing yields, which generally track the U.S. dollar three-month LIBOR. We generally enter into interest rate contracts to convert the returns on our fixed-rate debt investment with remaining maturities longer than six months into U.S. dollar three-month LIBOR-based returns. We also enter into swaps to convert fixed-rate coupon payments into floating-rate coupon payments for our existing indebtedness. Gains or losses on these instruments are generally offset by corresponding losses or gains on the related hedging instruments. A hypothetical increase in benchmark interest rates of up to 1.0%1%, after taking into account investment hedges, would have resulted in a decrease in the fair value of our investment portfolio of approximately $110$75 million as of December 29, 201826, 2020 (a hypothetical decrease of 1.0%1% would have resulted in an increase of approximately $100$88 million as of December 30, 2017)28, 2019). Taking into account floating-rate debt and fixed-rate debt that is swapped to floating-rate debt, a hypothetical increase in interest rates of up to 1.0%1% would result in an increase in annual interest expense on our indebtedness of approximately $215$132 million from debt outstanding as of December 29, 201826, 2020 (an increase of approximately $140$139 million from debt outstanding as of December 30, 2017)28, 2019). Equity Prices We have changedare exposed to equity market risk through our presentation from the prior year to show the impact of interest rate changes on interest expense rather than on fair value of debtinvestments in order to present information that could hypothetically impact our net income and cash flows. EQUITY PRICES
Our investments include marketable equity securities, and equity derivative instruments. Wewhich we typically do not attempt to reduce or eliminate our equity market exposure through hedging activities atactivities.
As of December 26, 2020, the inceptionfair value of our investments. Inmarketable equity securities was $1.8 billion ($450 million as of December 28, 2019). Substantially all of our marketable equity securities portfolio as of December 26, 2020 was concentrated in securities traded on the eventChinese Shanghai Stock Exchange Science and Technology Innovation Board. To determine reasonably possible decreases in the market value of our marketable equity securities, we do decide to enter into hedge arrangements, before doing so we evaluate legal,have analyzed the historical market and economic factors,price sensitivity of our portfolio. Assuming a decline of 60% in market prices, the aggregate value of our marketable equity securities could decrease by approximately $1.1 billion, based on the value as wellof December 26, 2020 (a decrease in value of approximately $180 million, based on the value as the expected timing of disposal, to determine whether hedging is appropriate. Our equity market risk management program may include equity derivatives with or without hedge accounting designation that utilize warrants, equity options, or other equity derivatives.December 28, 2019 using an assumed decline of 40%). We also utilize total return swaps to offset changes in liabilities related to the equity market risks of certain deferred compensation arrangements. Gains or losses from changes in fair value of these total return swaps are generally offset by the losses or gains on the related liabilities.
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 4346 |
As of December 29, 2018, the fair value of our marketable equity investments and our equity derivative instruments, including hedging positions, was $1.4 billion ($4.2 billion as of December 30, 2017). A substantial majority of our marketable equity investments portfolio as of December 29, 2018 was concentrated in our investment in ASML of $1.1 billion ($3.6 billion as of December 30, 2017). To determine reasonably possible decreases in the market value of our marketable equity investments, we have analyzed the historical market price sensitivity of our marketable equity investment portfolio. Assuming a decline of 40% in market prices, and after reflecting the impact of hedges and offsetting positions, the aggregate value of our marketable equity investments could decrease by approximately $0.6 billion, based on the value as of December 29, 2018 (a decrease in value of approximately $1.1 billion, based on the value as of December 30, 2017 using an assumed decline of 25%). Beginning in 2018, as explained in "Note 3: Recent Accounting Standards" within the Consolidated Financial Statements, changes in the fair value of our marketable equity securities will be measured and recorded at fair value with changes in fair value recorded through the income statement.
Many of the same factors that could result in an adverse movement of equity market prices affect our non-marketable equity investments, although we cannot always quantify the impacts directly. Financial markets are volatile, which could negatively affect the prospects of the companies we invest in, their ability to raise additional capital, and the likelihood of our ability to realize value in our investments through liquidity events such as initial public offerings, mergers, and private sales. These types of investments involve a great deal of risk, and there can be no assurance that any specific company will grow or become successful; consequently, we could lose all or part of our investment. Our non-marketable equity securities had a carrying amount of $3.0$3.3 billion as of December 29, 201826, 2020 ($2.63.5 billion as of December 30, 2017)28, 2019) and included our investment in Beijing Unisoc Technology Ltd. of $658 million ($658 million for Unisoc as of December 30, 2017)28, 2019). The carrying amount of our equity method investments was $1.6 billion$18 million as of December 29, 201826, 2020 ($1.8 billion37 million as of December 30, 2017). Substantially all of our equity method investments balance as of December 29, 2018 was concentrated in our IMFT investment of $1.6 billion ($1.5 billion for IMFT as of December 30, 2017)28, 2019). COMMODITY PRICE RISKCommodity Price Risk
Although we operate facilities that consume commodities, we are not directly affected by commodity price risk to a material degree. We have established forecasted transaction risk management programs to protect against fluctuations in commodity prices. We may use commodity derivatives contracts, such as commodity swaps, in these hedging programs. In addition, we have sourcing plans in place that are designed to mitigate the risk of a potential supplier concentration for our key commodities.
| | | | | | | | | MD&A | Consolidated Results and AnalysisMD&A | 4447 |
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with U.S. GAAP, this document contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated using an appropriate tax rate for each adjustment. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.SELECTED FINANCIAL DATA
| | | | | | | | | | | | | | | | | | | | | | Years Ended
(Dollars in Millions, Except Per Share Amounts) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Dec 26,
2015 | | Dec 27,
2014 | | Net revenue | | $ | 70,848 |
| | $ | 62,761 |
| | $ | 59,387 |
| | $ | 55,355 |
| | $ | 55,870 |
| Gross margin1 | | $ | 43,737 |
| | $ | 39,098 |
| | $ | 36,233 |
| | $ | 34,679 |
| | $ | 35,609 |
| Gross margin percentage1 | | 61.7 | % | | 62.3 | % | | 61.0 | % | | 62.6 | % | | 63.7 | % | Research and development1 | | $ | 13,543 |
| | $ | 13,035 |
| | $ | 12,685 |
| | $ | 12,128 |
| | $ | 11,537 |
| Marketing, general and administrative1 | | $ | 6,750 |
| | $ | 7,452 |
| | $ | 8,377 |
| | $ | 7,930 |
| | $ | 8,136 |
| R&D and MG&A as a percentage of revenue1 | | 28.6 | % | | 32.6 | % | | 35.5 | % | | 36.2 | % | | 35.2 | % | Operating income1 | | $ | 23,316 |
| | $ | 18,050 |
| | $ | 13,133 |
| | $ | 14,002 |
| | $ | 15,347 |
| Net income2 | | $ | 21,053 |
| | $ | 9,601 |
| | $ | 10,316 |
| | $ | 11,420 |
| | $ | 11,704 |
| Effective tax rate2 | | 9.7 | % | | 52.8 | % | | 20.3 | % | | 19.6 | % | | 25.9 | % | Earnings per share2
| | | | | | | | | | | | Basic | | $ | 4.57 |
| | $ | 2.04 |
| | $ | 2.18 |
| | $ | 2.41 |
| | $ | 2.39 |
| | Diluted | | $ | 4.48 |
| | $ | 1.99 |
| | $ | 2.12 |
| | $ | 2.33 |
| | $ | 2.31 |
| | Weighted average diluted shares of common stock outstanding | | 4,701 |
| | 4,835 |
| | 4,875 |
| | 4,894 |
| | 5,056 |
| | Dividends per share of common stock, declared and paid | | $ | 1.20 |
| | $ | 1.0775 |
| | $ | 1.04 |
| | $ | 0.96 |
| | $ | 0.90 |
| | Net cash provided by operating activities | | $ | 29,432 |
| | $ | 22,110 |
| | $ | 21,808 |
| | $ | 19,018 |
| | $ | 20,418 |
| | Additions to property, plant and equipment | | $ | 15,181 |
| | $ | 11,778 |
| | $ | 9,625 |
| | $ | 7,326 |
| | $ | 10,105 |
| | Repurchase of common stock | | $ | 10,730 |
| | $ | 3,615 |
| | $ | 2,587 |
| | $ | 3,001 |
| | $ | 10,792 |
| | Payment of dividends to stockholders | | $ | 5,541 |
| | $ | 5,072 |
| | $ | 4,925 |
| | $ | 4,556 |
| | $ | 4,409 |
| | | | | | | | | | | | | | (Dollars in Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Dec 26,
2015 | | Dec 27,
2014 | | Property, plant and equipment, net | | $ | 48,976 |
| | $ | 41,109 |
| | $ | 36,171 |
| | $ | 31,858 |
| | $ | 33,238 |
| | Total assets | | $ | 127,963 |
| | $ | 123,249 |
| | $ | 113,327 |
| | $ | 101,459 |
| | $ | 90,012 |
| | Debt | | $ | 26,359 |
| | $ | 26,813 |
| | $ | 25,283 |
| | $ | 22,670 |
| | $ | 13,655 |
| | Stockholders’ equity | | $ | 74,563 |
| | $ | 69,019 |
| | $ | 66,226 |
| | $ | 61,085 |
| | $ | 55,865 |
| | Employees (in thousands) | | 107.4 |
| | 102.7 |
| | 106.0 |
| | 107.3 |
| | 106.7 |
|
| | | | | | 1
Non-GAAP adjustment or measure | In Q1 2018, we adopted "Retirement Benefits - ImprovingDefinition | Usefulness to management and investors | | Acquisition-related adjustments | Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as developed technology, brands, and customer relationships acquired in connection with business combinations. Charges related to the Presentationamortization of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" on a retrospective basis. As a result of the adoption of this standard,these intangibles are recorded within both cost of sales and MG&A in our U.S. GAAP financial statements. Amortization charges are recorded over the estimated useful life of the related acquired intangible asset, and thus are generally recorded over multiple years. | We exclude amortization charges for our acquisition-related intangible assets for purposes of calculating certain non-GAAP measures because these charges are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions. These adjustments facilitate a useful evaluation of our current operating expenses,performance and interestcomparison to our past operating performance and provide investors with additional means to evaluate cost and expense trends. | Restructuring and other netcharges | Restructuring charges are costs associated with a formal restructuring plan and are primarily related to employee severance and benefit arrangements. Other charges include asset impairments, pension charges, and costs associated with restructuring activity. | We exclude restructuring and other charges, including any adjustments to charges recorded in prior periods, for periods 2017purposes of calculating certain non-GAAP measures because these costs do not reflect our current operating performance. These adjustments facilitate a useful evaluation of our current operating performance and 2016 in the preceding table have been restated. |
| comparisons to past operating results and provide investors with additional means to evaluate expense trends. | 2
Gains (losses) from divestiture | In Q4 2017,Gains or losses are recognized at the close of a divestiture.
| We exclude gains or losses resulting from divestitures for purposes of calculating certain non-GAAP measures because they do not reflect our current operating performance. These adjustments facilitate a useful evaluation of our current operating performance and comparisons to past operating results. | | Ongoing mark-to-market on marketable equity securities | After the initial mark-to-market adjustment is recorded upon a security becoming marketable, gains and losses are recognized from ongoing mark-to-market adjustments of our marketable equity securities. | We exclude these ongoing gains and losses for purposes of calculating certain non-GAAP measures because we recognizeddo not believe this volatility correlates to our core operational performance. These adjustments facilitate a $5.4 billion higheruseful evaluation of our current operating performance and comparisons to past operating results. | | Tax Reform | We made adjustments to the original estimate of income tax expense as aresulting from Tax Reform. | We exclude adjustments to the provisional tax estimate for purposes of calculating certain non-GAAP measures because they are the result of one-time impacts from Tax Reform. In 2018,regulatory change and do not reflect our effective tax rate benefited fromcurrent operating performance. These adjustments facilitate a useful evaluation of our current operating performance and comparisons to past operating results. | | Free cash flow | We reference a non-GAAP financial measure of free cash flow, which is used by management when assessing our sources of liquidity, capital resources, and quality of earnings. Free cash flow is operating cash flow adjusted to exclude additions to property, plant and equipment. We also reference a ratio of free cash flow to non-GAAP net income. | This non-GAAP financial measure is helpful in understanding our capital requirements and provides an additional means to evaluate the reductioncash flow trends of our business. We excluded additions to held for sale NAND property, plant and equipment because the U.S. statutory federal tax rate. additions are not representative of our long-term capital requirements and we expect these assets to be sold. The ratio of free cash flow to non-GAAP net income is helpful in comparing the results and trends of our adjusted cash flow to income. |
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Following are the reconciliations of our most comparable U.S. GAAP measures to our non-GAAP measures presented:
SALES AND MARKETING | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions, Except Per Share Amounts) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Operating income | | $ | 23,678 | | | $ | 22,035 | | | $ | 23,316 | | | Acquisition-related adjustments | | 1,416 | | | 1,324 | | | 1,305 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restructuring and other charges | | 198 | | | 393 | | | (72) | | | Non-GAAP operating income | | $ | 25,292 | | | $ | 23,752 | | | $ | 24,549 | | | | | | | | | | Operating margin | | 30.4 | % | | 30.6 | % | | 32.9 | % | | Acquisition-related adjustments | | 1.8 | % | | 1.8 | % | | 1.8 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restructuring and other charges | | 0.3 | % | | 0.5 | % | | (0.1) | % | | Non-GAAP operating margin | | 32.5 | % | | 33.0 | % | | 34.7 | % | | | | | | | | | Net income | | $ | 20,899 | | | $ | 21,048 | | | $ | 21,053 | | | Acquisition-related adjustments | | 1,416 | | | 1,324 | | | 1,305 | | | | | | | | | | | | | | | | | | | | | | | | Restructuring and other charges | | 198 | | | 393 | | | (72) | | | | | | | | | | | | | | | | | (Gains) losses from divestiture | | (6) | | | (690) | | | (494) | | | Ongoing mark-to-market on marketable equity securities | | 133 | | | (277) | | | 129 | | | Tax Reform | | — | | | — | | | (294) | | | Income tax effects | | (209) | | | (14) | | | (102) | | | Non-GAAP net income | | $ | 22,431 | | | $ | 21,784 | | | $ | 21,525 | | | | | | | | | | Earnings per share—diluted | | $ | 4.94 | | | $ | 4.71 | | | $ | 4.48 | | | Acquisition-related adjustments | | 0.33 | | | 0.29 | | | 0.28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restructuring and other charges | | 0.05 | | | 0.09 | | | (0.02) | | | (Gains) losses from divestiture | | — | | | (0.16) | | | (0.11) | | | Ongoing mark-to-market on marketable equity securities | | 0.03 | | | (0.06) | | | 0.03 | | | Tax Reform | | — | | | — | | | (0.06) | | | Income tax effects | | (0.05) | | | — | | | (0.02) | | | Non-GAAP earnings per share—diluted | | $ | 5.30 | | | $ | 4.87 | | | $ | 4.58 | |
CUSTOMERS
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Dec 30, 2017 | | Dec 31, 2016 | | Net cash provided by operating activities | | $ | 35,384 | | | $ | 33,145 | | | $ | 29,432 | | | $ | 22,110 | | | $ | 21,808 | | | Additions to property, plant and equipment | | (14,259) | | | (16,213) | | | (15,181) | | | (11,778) | | | (9,625) | | | Free cash flow | | $ | 21,125 | | | $ | 16,932 | | | $ | 14,251 | | | $ | 10,332 | | | $ | 12,183 | | | | | | | | | | | | | | Net cash used for investing activities | | $ | (20,796) | | | $ | (14,405) | | | $ | (11,239) | | | $ | (15,762) | | | $ | (25,817) | | | Net cash provided by (used for) financing activities | | $ | (12,917) | | | $ | (17,565) | | | $ | (18,607) | | | $ | (8,475) | | | $ | (5,739) | |
Selected Financial Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended
(In Millions, Except Per Share Amounts) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Dec 30, 2017 | | Dec 31, 2016 | | Net revenue | | $ | 77,867 | | | $ | 71,965 | | | $ | 70,848 | | | $ | 62,761 | | | $ | 59,387 | | Gross margin1 | | $ | 43,612 | | | $ | 42,140 | | | $ | 43,737 | | | $ | 39,098 | | | $ | 36,233 | | Gross margin percentage1 | | 56.0 | % | | 58.6 | % | | 61.7 | % | | 62.3 | % | | 61.0 | % | Research and development1 | | $ | 13,556 | | | $ | 13,362 | | | $ | 13,543 | | | $ | 13,035 | | | $ | 12,685 | | Marketing, general and administrative1 | | $ | 6,180 | | | $ | 6,350 | | | $ | 6,950 | | | $ | 7,629 | | | $ | 8,671 | | R&D and MG&A as a percentage of revenue1 | | 25.3 | % | | 27.4 | % | | 28.9 | % | | 32.9 | % | | 36.0 | % | Operating income1 | | $ | 23,678 | | | $ | 22,035 | | | $ | 23,316 | | | $ | 18,050 | | | $ | 13,133 | | Net income2 | | $ | 20,899 | | | $ | 21,048 | | | $ | 21,053 | | | $ | 9,601 | | | $ | 10,316 | | Effective tax rate2 | | 16.7 | % | | 12.5 | % | | 9.7 | % | | 52.8 | % | | 20.3 | % | Earnings per share2
| | | | | | | | | | | | Basic | | $ | 4.98 | | | $ | 4.77 | | | $ | 4.57 | | | $ | 2.04 | | | $ | 2.18 | | | Diluted | | $ | 4.94 | | | $ | 4.71 | | | $ | 4.48 | | | $ | 1.99 | | | $ | 2.12 | | | Weighted average diluted shares of common stock outstanding | | 4,232 | | | 4,473 | | | 4,701 | | | 4,835 | | | 4,875 | | | Dividends per share of common stock, declared and paid | | $ | 1.32 | | | $ | 1.26 | | | $ | 1.20 | | | $ | 1.0775 | | | $ | 1.04 | | | Net cash provided by operating activities | | $ | 35,384 | | | $ | 33,145 | | | $ | 29,432 | | | $ | 22,110 | | | $ | 21,808 | | | Additions to property, plant and equipment | | $ | 14,259 | | | $ | 16,213 | | | $ | 15,181 | | | $ | 11,778 | | | $ | 9,625 | | | Repurchase of common stock | | $ | 14,229 | | | $ | 13,576 | | | $ | 10,730 | | | $ | 3,615 | | | $ | 2,587 | | | Payment of dividends to stockholders | | $ | 5,568 | | | $ | 5,576 | | | $ | 5,541 | | | $ | 5,072 | | | $ | 4,925 | | | | | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Dec 30, 2017 | | Dec 31, 2016 | | Property, plant and equipment, net | | $ | 56,584 | | | $ | 55,386 | | | $ | 48,976 | | | $ | 41,109 | | | $ | 36,171 | | | Total assets | | $ | 153,091 | | | $ | 136,524 | | | $ | 127,963 | | | $ | 123,249 | | | $ | 113,327 | | | Debt | | $ | 36,401 | | | $ | 29,001 | | | $ | 26,359 | | | $ | 26,813 | | | $ | 25,283 | | | Stockholders' equity | | $ | 81,038 | | | $ | 77,504 | | | $ | 74,563 | | | $ | 69,019 | | | $ | 66,226 | | | Employees (in thousands) | | 110.6 | | | 110.8 | | | 107.4 | | | 102.7 | | | 106.0 | |
1In Q1 2018, we adopted "Retirement Benefits—Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" on a retrospective basis. As a result of the adoption of this standard, cost of sales, operating expenses, and interest and other, net for periods 2017 and 2016 in the preceding table have been restated. 2In Q4 2017, we recognized a $5.4 billion higher income tax expense as a result of one-time impacts from Tax Reform. In 2018, our effective tax rate benefited from the reduction of the U.S. statutory federal tax rate.
Sales and Marketing Customers We sell our products primarily to original equipment manufacturers (OEMs)OEMs, ODMs, and original design manufacturers (ODMs).cloud service providers. ODMs provide design and manufacturing services to branded and unbranded private-label resellers. In addition, our customers include other manufacturers and service providers, such as industrial and communication equipment manufacturers and other cloud service providers, who buy our products through distributor, reseller, retail, and OEM channels throughout the world. For more information about our customers, including customers who accounted for greater than 10% of our net consolidated revenue, see "Note 4:3: Operating Segments" within the Consolidated Financial Statements. Our worldwide reseller sales channel consists of thousands of indirect customers—systems builders that purchase Intel® processors and other products from our distributors. We have incentive programs that allow distributors to sell our microprocessors and other products in small quantities to customers of systems builders.integrators. Our microprocessors and other products are also available in direct retail outlets. SALES ARRANGEMENTSSales Arrangements
Our products are sold through sales officesdistribution channels throughout the world. Sales of our products are frequently made via purchase order acknowledgments that contain standard terms and conditions covering matters such as pricing, payment terms, and warranties, as well as indemnities for issues specific to our products, such as patent and copyright indemnities. Because our customers generally order from us on a purchase order basis, they can typically cancel, change, or delay product purchase commitments with little or no notice to us and without penalty. From time to time, we may enter into additional agreements with customers covering, for example, changes from our standard terms and conditions, new product development and marketing, and private-label branding. Our sales are routinely made using electronic and web-based processes that allow the customer to review inventory availability and track the progress of specific goods ordered. Pricing on particular products may vary based on volumes ordered and other factors. We also offer discounts, rebates, and other incentives to customers to increase acceptance of our products and technology. In accordance with contract terms, revenue for product sales is recognized at the time of product shipment from our facilities or delivery to the customer location, as determined by the agreed-upon shipping terms. Our standard terms and conditions of sale typically provide that payment is due at a later date, 30 days after shipment or delivery. We assess credit risk through quantitative and qualitative analysis. From this analysis, we establish shipping and credit limits, and determine whether we will seek to use one or more credit support protection devices, such as obtaining a parent guarantee, standby letter of credit, or credit insurance. Credit losses may still be incurred due to bankruptcy, fraud, or other failure of the customer to pay. Our sales to distributors are typically made under agreements allowing for price protection on unsold merchandise and a right of return on stipulated quantities of unsold merchandise. Under the price protection program, we give distributors credits for the difference between the original price paid and the current price that we offer. Our products typically have no contractual limit on the amount of price protection, nor is there a limit on the time horizon under which price protection is granted. The right of return granted generally consists of a stock rotation program in which distributors are able to exchange certain products based on the number of qualified purchases made by the distributor. DISTRIBUTIONDistribution
Distributors typically handle a wide variety of products, including those that compete with our products, and fill orders for many customers. Customers may place orders directly with us or through distributors. We have several distribution warehouses that are located in proximity to key customers. SEASONAL TRENDSSeasonal Trends
Historically, our net revenue has typically been higher in the second half of the year than in the first half of the year, accelerating in the third quarter and peaking in the fourth quarter. Due to COVID-19 related impacts on demand in 2020, net revenue was higher in the first half of the year due to strong notebook platform demand driven by the increase in working and learning from home, and strength in data center demand as cloud service providers increased capacity. MARKETINGMarketing
Our global marketing objectives are to build a strong, well-known, differentiated, and meaningful Intel corporate brand that drives preference with businesses and consumers, and to offer a limited number of meaningful and valuable brands in our portfolio to aid businesses and consumers in making informed choices about technology purchases. The Intel Core processor family and the Intel® Quark™, Atom, Celeron, Pentium, and Intel Atom®, Intel® Celeron®, Intel® Pentium®, Intel®Xeon®, Intel® Xeon Phi™, and Intel® Itanium®trademarks make up our processorkey CPU brands. This year, we added a new GPU brand, Intel Iris. We also introduced the Intel Evo platform brand for designs based on 11th Gen Intel Core processors. In 2020, we launched our new brand that signals our business transformation. We promote brand awareness and preference, and generate demand through our own direct marketing, as well as through co-marketing programs. Our direct marketing activities primarily include advertising through digital and social media and television, as well as consumer and trade events, industry and consumer communications, and press relations. We market to consumer and business audiences and focus on building awareness and generating demand for our performance leadership products. Our key messaging focuses on increased performance, improved energy efficiency, and other capabilities such as connectivity and communications.
connectivity.
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Certain customers participate in cooperative advertising and marketing programs such as the Intel Inside program.programs. These cooperative advertising and marketing programs broaden the reach of our brands beyond the scope of our own direct marketing. Certain customers are licensed to place Intel® logos on computing devices containing our microprocessors and processor technologies, and to use our brands in their marketing activities. The program partially reimburses customers for marketing activities for products featuring Intel® brands, subject to customers meeting defined criteria. These marketing activities primarily include advertising through digital and social media and television, as well as press relations. We have also entered into joint marketing arrangements with certain customers. COMPETITION
The computing industry is continuously evolving. NewIntellectual Property Rights and existing technology providers regularly introduce new and enhanced technologies and products. The marketplace can change quickly in response to such technologies and products, as well as to changes in customer and end-user requirements, expectations, and preferences. As technologies evolve and new market segments emerge, the boundaries between the market segments that we compete in may also change. We face significant competition in the development and market acceptance of our products in this environment.
In addition, in connection with our strategic transformation to a data-centric company, we have pursued a broader market opportunity by entering new areas and introducing adjacent products. We face new sources of competition in these market segments, including from incumbent competitors with well-established technologies and customer bases, more industry experience, significant financial resources, and greater brand recognition.
COMPETITORS
Our broad product portfolio offers end-to-end solutions to help our customers process, analyze, store, and transfer data, including platform products that range from high-performance platforms for cloud computing workloads to low-power platforms for edge computing devices. We face intense competition across each part of this portfolio from other companies that offer platform products, such as Advanced Micro Devices, Inc. (AMD); accelerator products such as GPUs, including NVIDIA Corporation (NVIDIA), as well as accelerator products such as ASICs, application-specific standard products, and FPGAs; memory and storage products; or connectivity products such as cellular modems. Some of these competitors have developed or utilize competing computing architectures for specific market segments or applications, such as low-power applications or emerging AI workloads. We also compete with internally developed semiconductors from OEMs, cloud service providers, and others, including customers. These companies may choose to vertically integrate their own proprietary semiconductor designs with their software assets, to offer greater product differentiation or increase product margins, or to customize such designs for their specific computing workloads. We may also face new sources of competition as a result of changes in industry participants through, for example, acquisitions or business collaborations, as well as new entrants, which could have a significant impact on our competitive position.
CCG.We are a leading provider of platforms for notebooks, 2-in-1 systems, and desktops, including high-end enthusiast PCs. We face existing and emerging competition in these product areas. Tablets, phones, and other mobile devices offered by numerous vendors are significant competitors to traditional PCs for many usages, and considerable blurring of system form factors currently exists in the marketplace. We face strong competition from AMD as well as from vendors who use applications processors that are based on the ARM* architecture, feature low-power or long battery-life operation, and are built in SoC formats that integrate numerous functions on one chip. We are competing with a number of large companies in the development of 5G cellular modems.
DCG.We are a leading provider of data center platforms, and face competition from incumbent competitors such as AMD, providers of accelerator products such as NVIDIA, and companies using ARM architecture, as well as from new entrants developing products customized for specific data center workloads and from internally developed solutions by cloud service providers and others. We see cloud computing, storage, and networking as areas of significant opportunity in our DCG business, as we seek to help our customers process, analyze, store, and transfer increasing amounts of data in connection with AI, autonomous driving, and other applications. We face strong competition in these areas.
| | • | IOTG.We have a long-standing position as a supplier of components and software for embedded products. This marketplace continues to expand significantly, with increasing types and numbers of smart and connected devices for retail, industrial, and consumer uses, including smart video. As this market segment evolves, we face numerous large and small incumbent processor competitors, as well as new entrants that use ARM architecture and other operating systems and software. In addition, the Internet of Things requires a broad range of connectivity solutions and we face competition from companies providing traditional wireless solutions such as cellular, WiFi, and Bluetooth®, as well as several new entrants who are taking advantage of new focused communications protocols.
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NSG.We compete against other providers of NAND flash memory products. We focus our efforts primarily on incorporating NAND flash memory into solution products, such as SSDs supporting enterprise and consumer applications. Our innovative Intel Optane technology offers a unique combination of performance, density, power, non-volatility, and cost advantages that redefines the memory storage hierarchy between conventional DRAM memory and NAND. We believe that our memory offerings, including our Intel Optane technology, complement our product offerings in our other segments.
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PSG.We are a leading provider of programmable semiconductors and related products, including FPGAs and SoC FPGAs. We face competition from other programmable logic companies, as well as companies that make other types of semiconductor products, such as ASICs, application-specific standard products, GPUs, digital signal processors, and CPUs. Targeted growth areas for our programmable solutions include communications, data center, industrial, and military applications. The FPGA life cycle is long relative to other Intel products—from the time that a design win is secured, it generally takes three or more years before a customer starts volume production and we receive the associated revenue from such design win.
COMPETITIVE FACTORS
Our products primarily compete based on performance, energy efficiency, integration, ease-of-use, innovative design, features, price, quality, reliability, security features, software ecosystem and developer support, time-to-market, brand recognition, customer support and customization, and availability. The importance of these factors varies by the type of end system for the products. For example, performance might be among the most important factors for our products for data center servers, while energy efficiency and price, as well as density and non-volatility, might be among the most important factors for our memory products.
Our key competitive advantages include:
Well-positioned for growth in a new era of data-centric computing.The proliferation of data from the cloud, to the network, and out to the edge; the impending transition to 5G; and the growth of AI and analytics have driven a profound shift in computing, creating massive amounts of largely untapped data and a significant opportunity. We believe we are one of the few companies with a product portfolio that spans this new data-centric world. With products to help our customers process, analyze, store, and transfer large amounts of data, we have the opportunity to be the leading end-to-end platform provider for our customers.
Combination of our network of manufacturing and assembly and test facilities with our global architecture design teams. We have made significant capital and R&D investments in our integrated manufacturing network, which enables us to have more direct control over our design, development, and manufacturing processes; quality control; product cost; production timing; performance; power consumption; and manufacturing yield. We also have the scale and expertise necessary to enable deep engagement with our customers on their product needs. The increased cost of constructing new fabrication facilities to support smaller transistor geometries and larger wafers has led to a reduced number of companies that can build and equip leading-edge manufacturing facilities. Most of our competitors rely on third-party foundries, such as Taiwan Semiconductor Manufacturing Company, Ltd. or Samsung Electronics Co., Ltd., and subcontractors for manufacturing and assembly and test needs.
We also face competitive challenges associated with the development and implementation of our next-generation process technology. We announced earlier in 2018 that volume production on our 10nm process technology was being delayed from the second half of 2018 into 2019. We have made progress on improving 10nm yields during 2018, and we expect 10nm-based volume client systems on retail shelves for the 2019 holiday season. However, the delays in our transition to next-generation process technology may allow competitors to take advantage of potential improvements in performance, energy efficiency, cost and/or other features that may be offered by new process technologies developed by third-party foundries. While we believe we derive significant competitive advantages from being an integrated device manufacturer as discussed above, we are also subject to the inherent risks of next-generation process development.
INTELLECTUAL PROPERTY RIGHTS AND LICENSINGLicensing
Intel owns and develops significant IP and related IP rights around the world that relate to our products, services, R&D, and other activities and assets. Our IP portfolio includes patents, copyrights, trade secrets, trademarks, trade dress rights, and maskworkmask work rights. We actively seek to protect our global IP rights and to deter unauthorized use of our IP and other assets. Such efforts can be difficult, however, particularly in countries that provide less protection to IP rights and in the absence of harmonized international IP standards. For a discussion of the risks related to IP and our IP rights, please see “We"We are subject to IP risks and risks associated with litigation and regulatory proceedings”proceedings" in “Risk Factors”"Risk Factors" within Other Key Information.this section. While our IP rights are important to our success, our business as a whole is not significantly dependent on any single patent, copyright, or other IP right. We have obtained patents in the U.S. and other countries. Because of the fast pace of innovation and product development, and the comparative pace of governments’governments' patenting processes, our products are often obsolete before the patents related to them expire; in some cases, our products may be obsolete before the patents related to them are granted. As we expand our product offerings into new industries, we also seek to extend our patent development efforts to patent such products. In addition to developing patents based on our own R&D efforts, we may purchase or license patents from third parties. Established competitors in existing and new industries, as well as companies that purchase and enforce patents and other IP, may already have patents covering similar products. There is no assurance that we will be able to obtain patents covering our own products, or that we will be able to obtain licenses from other companies on favorable terms or at all. The software that we distribute, including software embedded in our component-level and platform products, is entitled to copyright and other IP protection. To distinguish our products from our competitors’competitors' products, we have obtained trademarks and trade names for our products, and we maintain cooperative advertising programs with customers to promote our brands and to identify products containing genuine Intel components. We also protect details about our processes, products, and strategies as trade secrets, keeping confidential the information that we believe provides us with a competitive advantage.
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CRITICAL ACCOUNTING ESTIMATESCritical Accounting Estimates
The methods, assumptions, and estimates that we use in applying our accounting policies may require us to apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if: (1) we must make assumptions that were uncertain when the judgment was made, and (2) changes in the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and the results that we report in our consolidated financial statements.Consolidated Financial Statements. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. Refer to "Note 2: Accounting Policies" within the Consolidated Financial Statements for further information on our critical accounting estimates and policies, which are as follows: ▪Inventories-—the transition of manufacturing costs to inventory, excluding factory excess capacity costs. Inventory reflected at the lower of cost or net realizable value considering future demand and market conditions; Property, plant and equipment - the useful life determination and the related timing of when depreciation begins;
▪Long-lived assets - —the valuation methods and assumptions used in assessing the impairment of property, plant and equipment, identified intangibles, and goodwill, including the determination of asset groupings and the identification and allocation of goodwill to reporting units; ▪Non-marketable equity investments - —the valuation estimates and assessment of impairment and observable price adjustments; andBusiness combinations - the assumptions used to allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions;
Income taxes - the identification and measurement of deferred tax assets and liabilities, and estimates associated with Tax Reform; and
▪Loss contingencies - —the estimation of when a loss is probable and reasonably estimable. RISK FACTORS
Risk Factors The following risks could materially and adversely affect our business, financial condition, cash flows, and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Refer also to the other information set forth in this Annual Report on Form 10-K, including in the MD&A and Financial Statements and Supplemental Details sections. Changes in product demand can adversely affect our financial statements and the related notes.results. CHANGES IN PRODUCT DEMAND CAN ADVERSELY AFFECT OUR FINANCIAL RESULTS.
Demand for our products is variable and hard to predict.Our products are used in different market segments, and demand for our products may varyvaries within or among the market segments served by our PC-centric and data-centric businesses. It is difficult to forecast these changes and their impact. For example, we saw negative COVID-driven demand forimpacts in several areas of our platform products may increasebusiness during the second half of 2020, as discussed in one or more market segments while decreasing in others.MD&A, and the nature and extent of future impacts are difficult to predict. Changes in the demand for our products, particularly our CCG and DCG platform products, maycan reduce our revenue, lower our gross margin, or require us to write down the value of our assets. Important factors that could lead to variation in the demand for our products include: ▪business conditions, including downturns in the market segments in which we operate, or in the global or regional economies; ▪consumer confidence or income levels, and the levels of customer capital spending, which may be impacted by changes in market conditions, including changes in government borrowing, taxation, or spending policies; the credit market; or expected inflation, employment,inflation; employment; and energy or other commodity prices; ▪our ability to timely introduce competitive products; ▪competitive and pricing pressures, including new product introductions and other actions taken by competitors; ▪the level of our customers’ inventories;customers' inventories and computing capacity; ▪customer order patterns, including order cancellations, which maycan be affected by maturing product cycles for our products, customers' products, and related products such as operating system upgrade cycles; disruptions affecting customers,customers; and other factors; ▪market acceptance and industry support of our new and maturing products, including the introduction and availability of products used together with our products; and ▪customer product needs and emerging technology trends, including changes in the levels and nature of customer and end-user computing workloads.
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Due to the complexity of our manufacturing operations, we may be unableare not always able to timely respond to fluctuations in demand and we may incur significant charges and costs.Because we own and operate high-tech fabrication facilities, our operations have high costs that are fixed or difficult to reduce in the short term, including our costs related to utilization of existing facilities, facility construction and equipment, R&D, and the employment and training of a highly skilled workforce. IfTo the extent product demand decreases or we fail to forecast demand accurately, we could be required to write off inventory or record excess capacity charges, which would lower our gross margin. IfTo the extent the demand decrease is prolonged, our manufacturing or assembly and test capacity could be underutilized, and we may be required to write down our long-lived assets, which would increase our expenses. We may also be required to shorten the useful lives of under-used facilities and equipment and accelerate depreciation. Conversely, ifat times product demand increases or we may befail to forecast accurately or produce the mix of products demanded, and we are unable to add capacity or increase production fast enough, or otherwise fail to meet market demand, which couldcan result in a loss of revenue opportunities or market share, legal claims, and/or damage to customer relationships. We face significant competition.competition.The industry in which we operate is highly competitive and subject to rapid technological and market developments,developments; changes in industry standards,standards; changes in customer and end-user needs, expectations, and preferences; and frequent product introductions and improvements. IfWhen we do not anticipate andand/or respond to these developments, our competitive position maycan weaken, and our products or technologies might becan become uncompetitive or become obsolete. Our competitive environment has intensified, and we expect it to continue to do so in the future. Our products primarily compete based on performance, energy efficiency, integration, ease-of-use, innovative design, features, workload optimization, price, quality, reliability, security, features, software ecosystem and developer support, time-to-market, reliable product roadmap execution, brand recognition, customer support and customization, and availability. The importance of these factors may varyvaries by product—forproduct and market segment. For example, if we do not continue to introduceour competitors have introduced data center and client platform products with performance leadership,improvements and additional processor core counts that have contributed to an increasingly competitive environment. In our IOTG business, for example, interoperability, connectivity, safety, security, industrial use conditions, and long-life support are among the key competitive position and market segment share in our DCG business may be adversely affected. We will not realize our strategic goal to becomefactors. To the leading end-to-end provider for the new data-centric era of computing ifextent our products do not meet our customers’ needscustomers' requirements across these factors in an increasingly competitive landscape.landscape, our business and results of operation can be harmed.
We face intense competition across our product portfolio from companies offering platform products;products, such as AMD and Qualcomm; accelerator products such as GPUs, including those offered by NVIDIA; other accelerator products such as ASICs, application-specific standard products, and FPGAs; memory and storage products; connectivity products such as cellular modems;and networking products; and other semiconductor products. Some of these competitors have developed or utilize competing computing architectures for specific market segments or applications,and platforms, such as the ARM architecture, and these architectures and platforms can produce beneficial network effects for competitors ifwhen an ecosystem of customers and application developers for such architectures and platforms grows at scale. For example, ARM-based products are being used in PCs and servers, which could lead to further development and growth of the ARM ecosystem. We also compete with internally developed semiconductors from OEMs, cloud service providers, and others, some of whom are customers. Some of these customers vertically integrate their own semiconductor designs with their software assets and/or customize their designs for specific computing workloads. For example, in 2020, Apple introduced PC products utilizing its own internally developed ARM-based semiconductor designs in place of our client CPUs. Most of our competitors rely on third-party foundries, such as Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC) or Samsung Electronics Co., Ltd., and subcontractors for manufacture and assembly and test of their semiconductor components and products. Manufacturing process improvements introduced by TSMC have contributed, and may continue to contribute, to increasingly competitive offerings by our competitors. As an IDM, we have higher capital expenditures and R&D spending than many of our "fabless" competitors. We also face new sources of competition as a result of changes in industry participants through, for example, acquisitions or business collaborations, as well as new entrants, including customers,in China, which could have a significant impact on our competitive position. For example, we could face increased competition as a result of China's programs to promote a domestic semiconductor industry and with new entrants. supply chains. Introduction of competitive new products and technologies, aggressive pricing, and other actions taken by competitors couldcan harm demand for our products, exert downward pricing pressure on our products, and adversely affect our business. For example, our DCG platform ASPs were impacted by the competitive pricing environment during 2020. Additionally, a number of business combinations and strategic partnerships in the semiconductor industry have occurred over the last several years, and more could occur in the future. For example, in 2020, NVIDIA announced an agreement to acquire ARM Holdings plc, and AMD announced an agreement to acquire Xilinx, Inc. Consolidation could also lead to fewer customers, partners, or suppliers, any of which could negatively affect our financial results. To compete successfully, we must maintain a successful R&D effort, develop new products and production processes, and improve our existing products and processes ahead of competitors. For example, we invest substantially in our network of manufacturing and assembly and test facilities, including the construction of new fabrication facilities to support smaller transistor geometries, and in the development of the advanced manufacturing technologies to produce such transistors. We do not expect all of our R&D investments to be successful. We may be unable to develop and market new products successfully, and the products and technologies we invest in and develop may not be well received by customers. Our R&D investments may not contribute to our future operating results for several years, if at all, and such contributions may not meet our expectations or even cover the costs of such investments. Additionally, the products and technologies offered by others may affect demand for, or pricing of, our products.
If we are not able to compete effectively, our financial results will be adversely affected, including reduced revenue and gross margin, and we may be required to accelerate the write-down of the value of certain assets. We invest significantly in R&D, and to the extent our R&D efforts are unsuccessful, our competitive position can be harmed and we may not realize a return on our investments.To compete successfully, we must maintain a successful R&D effort, develop new products and manufacturing processes, and improve our existing products and processes, all ahead of competitors. We are focusing our R&D efforts across several key areas: process and packaging technology, architecture, memory, interconnect, security, and software. These include ambitious initiatives, such as our unified oneAPI portfolio of developer tools. We cannot guarantee that all of these efforts will deliver the benefits we anticipate. For example, we previously experienced significant delays in the implementation of our 10nm process technology, and during 2020, we announced that our 7nm process technology would be delayed relative to our prior expectations, as discussed in the risk factor “We are subject to risks associated with the development and implementation of new manufacturing process technology.” To the extent we do not timely introduce new manufacturing process technologies that improve transistor density with sufficient manufacturing yields and operational efficiency, relative to competing foundry processes, we can face cost, product performance, and time-to-market disadvantages. In addition, we are not always able to timely or successfully develop new product designs. To the extent our R&D efforts do not timely produce semiconductor designs for our platform products with improvements in areas like performance, performance per watt, die utilization, and core counts, and with new features such as optimizations for AI and other workloads, our competitive position can be harmed. We have adopted a disaggregated design approach for some of our future products, in which different processors and components can be manufactured on different processes and connected by advanced packaging technology into a single package. This approach introduces new areas of complexity in design and manufacturability, particularly in the deployment of advanced packaging technologies, several of which are novel, have a limited manufacturing history, and/or have increased costs. Delays or failures in implementing disaggregated designs could adversely affect our ability to timely introduce competitive products. For example, adapting a processor or component design for a new or different manufacturing process involves additional R&D expense and can result in delays in the development of the associated product. We do not expect all of our R&D investments to be successful. Some of our efforts to develop and market new products fail, and the products and technologies we invest in and develop are not always well received by customers, who may adopt competing technologies. We make significant investments in R&D, and our investments at times do not contribute to our future operating results for several years, if at all, and such contributions at times do not meet our expectations or even cover the costs of such investments. Our investments in new businesses, products, and technologies are inherently risky and maydo not succeed. always succeed. In recent years, in connection with our strategic transformation to a data-centric company, we have entered new areas and introduced adjacentnew products as we seek to lead in programmable solutions,key technology inflections such as AI, 5G networking, and the intelligent and autonomous driving.edge. We have also expanded our adjacent product offerings in client computing, the data center, the Internet of Things, and memory, with offerings such as modems,discrete GPUs, silicon photonics solutions, and Intel Optane technology products. AsThese efforts are not always successful. For example, in 2019, we exited the 5G smartphone modem business based on our determination that there was no clear path to profitability for the business.
These new and developing areas and products represent a result, we facesignificant portion of our expanded TAM, and they also introduce new sources of competition, including, in certainsome of these market segments, from incumbent competitors with established technologies, ecosystems, and customer bases, lower prices or costs, and greater brand recognition. These developing products and market segments may require significant investment, maydo not always grow as significantly as projected or at all, or maysometimes utilize technologies that are different from the ones that we develop and manufacture, and we may not realize an adequate return on our investments. For example, AI and machine learning are increasingly driving innovations in technology, but if theywe fail to deliver the benefits anticipated,develop leading products for these workloads, or if our customers use competing technologies, for these workloads, we may not realize a return on our investments in these areas. Similarly, while we see significant opportunity in networking infrastructure and the distribution of computing to the network edge, we expect intense competition for this opportunity and may not succeed in our efforts. To be successful, we need to cultivate new industry relationships with customers and partners in these market segments. In addition, we must continually improve the cost, performance, integration, time-to-market, and energy efficiency of our products, as well as expand our software capabilities to provide customers with comprehensive computing solutions. Some of these new businesses face challenging market conditions. For example, market pricing for NAND memory products has been, and may continue to be, highly volatile. Despite our ongoing efforts, there is no guarantee that we will achieve or maintain market demand or acceptance for our products and services in these various market segments.segments or realize an adequate return on our investments, which could lead to impairment of assets and restructuring charges, as well as opportunity costs. Changes in the mix of products sold maycan materially impact our financial results. results. Our pricing and margins vary across our products and market segments due in part to marketability of our products and differences in their features or manufacturing costs. For example, our platform product offerings range from lower-priced and entry-level platforms, such as those based on Intel Atom processors, to higher-end platforms based on Intel Xeon processors. Our adjacent products also typically have significantly lower margins than our higher-priced platform products. Ifproducts, and at times are not profitable. To the extent demand shifts from our higher-priced to lower-priced platform products in any of our market segments, or if our adjacent products represent an increasingly greater share of our mix of products sold, our gross margin percentage may decrease.
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WE OPERATE GLOBALLY AND ARE SUBJECT TO SIGNIFICANT RISKS IN MANY JURISDICTIONS.
Global or regional conditions may harm our financial results. We have manufacturing, assembly and test, R&D, sales, and other operations in many countries, and some of our business activities may be concentrated in one or more geographic areas. Moreover, sales outside the U.S. accounted for approximately 84% of our revenue for the fiscal year ended December 29, 2018. As a result, our operations and our financial results, including our ability to manufacture, assemble and test, design, develop, or sell products, and the demand for our products, may be adversely affected by a number of global and regional factors outside of our control.
Adverse changes in global or regional economic conditions, including recession or slowing growth, changes or uncertainty in fiscal or monetary policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses including on IT infrastructure, increases in unemployment, and lower consumer confidence and spending, could significantly harm demand for our products and make it more challenging to forecast our operating results and make business decisions, including regarding prioritization of investments in our business. An economic downturn or increased uncertainty may also lead to increased credit and collectibility risks, higher borrowing costs or limits on our access to capital markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties and other financial institutions, and declines in the value of our financial instruments.
International trade disputes may result in increased tariffs, trade barriers, and other protectionist measures that could increase our manufacturing costs, make our products less competitive, reduce consumer demand, or impede or slow the movement of our goods across borders. Increasing protectionism and economic nationalism may lead to further changes in trade policy, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in some markets.
We may be adversely affected by other global and regional factors, including:
geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns, and terrorist activity;
natural disasters, public health issues, and other catastrophic events;
inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers;
formal or informal imposition of new or revised export, import, or doing-business regulations, including trade sanctions and tariffs, which could be changed without notice;
government restrictions on, or nationalization of our operations in any country, or restrictions on our ability to repatriate earnings from a particular country;
differing employment practices and labor issues;
ineffective legal protection of our IP rights in certain countries;
local business and cultural factors that differ from our current standards and practices;
continuing uncertainty regarding social, political, immigration, and tax and trade policies in the U.S. and abroad, including as a result of the United Kingdom's vote to withdraw from the European Union; and
fluctuations in the market values of our domestic and international investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.
We are subjectvulnerable to lawsproduct and regulations worldwide that may differ among jurisdictions, affecting our operations in areas including, but not limited to: IP ownership and infringement; tax; import and export requirements; anti-corruption; foreign exchange controls and cash repatriation restrictions; data privacy requirements; competition; advertising; employment; product regulations; environment, health, and safety requirements; and consumer laws. Compliance with such requirements may be onerous and expensive, and may otherwise impact our business operations negatively. For example, unfavorable developments with evolving laws and regulations worldwide related to 5G or autonomous driving technology may limit global adoption, impede our strategy, and negatively impact our long-term expectations for our investments in these areas. Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, and/or agents will not violate such laws or our policies. Violations of these laws and regulations could result in fines; criminal sanctions against us, our officers, or our employees; prohibitions on the conduct of our business; and damage to our reputation.manufacturing-related risks. We may be affected by fluctuations in currency exchange rates.We are potentially exposed to adverse as well as beneficial movements in currency exchange rates. Although most of our sales occur in U.S. dollars, expenses may be paid in local currencies. An increase in the value of the dollar could increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar could increase the cost of expenses such as payroll, utilities, tax, and marketing expenses, as well as overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our hedging programs may not be effective to offset any, or more than a portion, of the adverse impact of currency exchange rate movements; therefore, changes in exchange rates could harm our results of operations and financial condition.
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Catastrophic events could have a material adverse effect on our operations and financial results.Our operations and business, and those of our customers and suppliers, could be disrupted by natural disasters; industrial accidents; public health issues; cybersecurity incidents; interruptions of service from utilities, transportation, telecommunications, or IT systems providers; or other catastrophic events. Our headquarters and many of our operations and facilities are in locations that are prone to earthquakes and other natural disasters. Global climate change may result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding, and could disrupt the availability of water necessary for the operation of our fabrication facilities located in semi-arid regions. Catastrophic events could make it difficult or impossible to manufacture or deliver products to our customers, receive production materials from our suppliers, or perform critical functions, which could adversely affect our revenue and require significant recovery time and expenditures to resume operations. While we maintain business recovery plans that are intended to enable us to recover from natural disasters or other events that can be disruptive to our business, some of our systems are not fully redundant and we cannot be sure that our plans will fully protect us from all such disruptions. Furthermore, even if our operations are unaffected or recover quickly, if our customers cannot timely resume their own operations due to a catastrophic event, they may reduce or cancel their orders, which may adversely affect our results of operations.
We maintain a program of insurance coverage for a variety of property, casualty, and other risks. The types and amounts of insurance we obtain vary depending on availability, cost, and decisions with respect to risk retention. Some of our policies have large deductibles and broad exclusions. In addition, one or more of our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be large, which could harm our results of operations and financial condition.
Damage to our reputation could damage our business. Our reputation is a critical factor in our relationships with customers, employees, governments, suppliers, and other stakeholders. If we fail to address, or appear to fail to address, issues that give rise to reputational risk, including those described throughout this "Risk Factors" section, we could significantly harm our reputation and our brands. Our reputation may also be damaged by how we respond to corporate crises. Corporate crises can arise from catastrophic events as well as from incidents involving unethical behavior or misconduct; product quality, security, or safety issues; allegations of legal noncompliance; internal control failures; corporate governance issues; data breaches; workplace safety incidents; environmental incidents; the use of our products for illegal or objectionable applications; marketing practices; media statements; the conduct of our suppliers or representatives; and other issues or incidents that, whether actual or perceived, result in adverse publicity. If we fail to respond quickly and effectively to address such crises, the ensuing negative public reaction could significantly harm our reputation and our brands and could lead to increases in litigation claims and asserted damages or subject us to regulatory actions or restrictions.
Damage to our reputation could reduce demand for our products and adversely affect our business and operating environment. It could reduce investor confidence in us, adversely affecting our stock price. It may also limit our ability to be seen as an employer of choice when competing for highly skilled employees. Moreover, repairing our reputation and brands may be difficult, time-consuming, and expensive.
WE ARE VULNERABLE TO PRODUCT AND MANUFACTURING-RELATED RISKS.
We are subject to risks associated with the development and implementation of new manufacturing process technology. technologies.Production of integrated circuits is a complex process. Realizing the economics of Moore’s Law is a strategic priority, and weWe are continually engaged in the development of next-generation process technologies at increasingly advanced nodes. nodes as we seek to realize the benefits of Moore's Law. Forecasting our progress and schedule for developing advanced nodes is challenging, and at times we encounter unexpected delays due to the complexity of interactions among steps in the manufacturing process, challenges in using new materials, and other issues. Diagnosing defects in our manufacturing processes often takes a long time, as manufacturing throughput times can delay our receipt of data about defects and the effectiveness of fixes. We mayare not bealways successful or efficient in developing or implementing new process nodes and productionmanufacturing processes. We experienced significant delays in implementing our 10nm process technology. Although we began shipping products based on our 10nm process technology in volume in 2019, our delays in transitioning to this node occurred while third-party foundries such as TSMC developed new, competitive process technologies. Competitors using third-party foundries are able to benefit from the improvements such process technologies have made in performance, energy efficiency, and other features, which has helped increase the competitiveness of their products. In 2020, we encountered a defect mode in the development of our 7nm process technology that resulted in yield degradation, which was the primary driver for a delay in our expectations for our 7nm-based CPU product timing. These delays can allow competitors to benefit from advancements in manufacturing processes introduced ahead of us by third-party foundries and could adversely affect the competitiveness of our products. Because of the delays in our 10nm and 7nm process technologies, we may experience greater adverse competitive impacts in the event of delays in the development of future manufacturing process technologies and products. To increase our manufacturing and design flexibility, we have developed a disaggregated design approach for certain products, which enables us to manufacture processors and components on different process technologies, including third-party foundry processes, and connect them in a single package with advanced packaging technologies. This approach introduces additional risks as described in the risk factor “We face supply chain risks.” Our efforts to innovate involve significant expense and carry inherent risks, including difficulties in designing and developing such next-generation process technologies, failures to realize the expected benefits of next-generation process technologies, and investments in manufacturing assets and facilities that are made years in advance of the process node introduction. We cannot guarantee that we will realize the expected benefits of next-generation process technologies, including the expected cost and density advantages, or that we will achieve an adequate return on our capital and R&D investments, particularly as development of new nodes has grown increasingly expensive. In such circumstances, we may be required to write down the value of some of our manufacturing assets and facilities, increasing our expenses.
Risks inherent in the development of next-generation process technologies include production timing delays, lower-than-anticipated manufacturing yields, longer manufacturing throughput times, and product defects and errata. For example, we announced earlierProduction timing delays have at times caused us to miss customer product design windows, which can result in 2018 that volume production onlost revenue opportunities and damage to our 10nm process technology was being delayed fromcustomer relationships. Furthermore, when the second half of 2018 into 2019. We have made progress on improving 10nm yields during 2018, and we expect 10nm-based volume client systems on retail shelves for the 2019 holiday season. However, the delays in our transition to next-generation process technology may allow competitors to take advantage of potential improvements in performance, energy efficiency, cost and/or other features that may be offered by new process technologies developed by third-party foundries. Furthermore, without the benefitintroduction of next-generation process nodes is delayed, including additional cores or other competitive features onin our products maycan result in larger die size products, manufacturing supply constraints, and increased product costs. Lower manufacturing yields and longer manufacturing throughput times, compared to previous process nodes, can increase our product costs and adversely affect our gross margins, and can contribute to manufacturing supply constraints. When we introduce a new process node, it typically has higher costs compared to a mature node due to factors that include higher depreciation costs and lower yields. For example, our increased 10nm product mix in 2020 had a negative impact on our overall unit cost and gross margins, and yields on our 10nm manufacturing process remain below our mature 14nm process. In addition, the improvements we expect to make in 10nm costs and yields may not proceed at the same rate as the improvements we made on 14nm. As the die size of our products has increased and our manufacturing process nodes have shrunk, our products and manufacturing processes have grown increasingly complex and more susceptible to product defects and errata, which at times also contribute to production timing delays and lower yields. DisruptionsFrom time to time, disruptions in the production process can also result from errors, defects in materials, delays in obtaining or revising operating permits and licenses, interruptions in our supply of materials or resources, and disruptions at our fabrication and assembly and test facilities due to accidents, maintenance issues, power interruptions, equipment malfunctions, or unsafe working conditions—all of which could affect the timing of production ramps and yields.
Production issues canperiodically lead to increased costs and may affect our ability to meet product demand, which couldcan adversely impact our business and the results of operations. In addition, if we face delays in the timing of our product introductions we couldcan cause us to become less competitive and lose revenue opportunities, and our gross margin could be adversely affected because we incur significant costs up front in the product development stage and earn revenue to offset these costs over time.
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We face supply chain risks.Thousands of suppliers provide materials and equipment that we use in production and other aspects of our business. Where possible, we seek to have several sources of supply. However, for certain materials and equipment, including certain photolithography tools, we may rely on a single or a limited number of suppliers, or upon suppliers in a single location. In addition, supplier consolidation or business failures couldcan impact the nature, quality, availability, and pricing of the products and services available to us. Finding and qualifying alternate or additional suppliers is often a lengthy process and can lead to production delays or additional costs, and such alternatives are sometimes not available at all. The inability of suppliers to deliver necessary production materials or equipment couldcan disrupt our production processes and make it more difficult for us to implement our business strategy. Production couldSuppliers periodically extend lead times, face capacity constraints, limit supplies, increase prices, experience quality issues, or encounter cybersecurity or other issues that can interrupt or increase the cost of our supply. Our production can be disrupted by the unavailability of resources, such as water, silicon, electricity, gases, and other materials. The unavailability or reduced availability of materials or resources may requireat times requires us to reduce production or incur additional costs, which could harm our business and results of operations. Our manufacturing operations and ability to meet product demand may also be impacted by IP or other litigation between our suppliers, where an injunction against Intel or a supplier could interrupt the availability of goods or services supplied to Intel by others. We also rely on third-party providers to manufacture, and assemble and test, and supply certain components or products. These have included components and products, related toincluding for areas such as networking, communications, programmable semiconductor solutions, and memory, andmemory. We may includeutilize third-party providers for these and other components and products in the future. If any ofFrom time to time, these third parties are unable to perform these services on a timely or cost-effective basis, in sufficient volumes, or at all,all. In some cases there are limited or no readily available satisfactory alternate providers. In any of these circumstances, we maycan encounter supply delays or disruptions or incur additional costs that could prevent us from meeting customer demand and/or adversely affect our business and financial results. For example, while we have ana supply agreement with Micron providing for the supply of Intel 3D XPoint memory, from IMFT for a period following the close of Micron’s purchase of our interest in IMFT, we willmay need to fund and develop internal manufacturing options to continue 3D XPoint memory supply in the longer term. We typically have less control over delivery schedules, design and manufacturing co-optimization, manufacturing yields, quality, product quantities, and costs for components and products that are manufactured or supplied by third parties. Our disaggregated design strategy poses increased logistical risks and challenges, particularly where we decide to manufacture different components on different process technologies, including third-party foundries' process technologies. To combine components in a single package, they need to be manufactured on a timely basis and in sufficient quantities, while the manufacturing processes we utilize may have differing yields, throughput times, and capacity constraints. We may be required to safely store some components pending the manufacture of others. Delays or quality issues with one component could limit our ability to manufacture the entire completed product. In addition, increasedthe packaging technologies used to combine these components can increase our costs and may introduce additional complexity and quality issues. To the extent we are unable to manage these risks, our ability to timely supply competitive products can be harmed, our costs could increase, and our business and results of operation could be adversely affected. Increased regulation or stakeholder expectations regarding responsible sourcing practices could cause our compliance costs to increase or result in publicity that negatively affects our reputation. Moreover, given that we use many materials in the manufacturing of our products and rely on many suppliers to provide these materials, but do not directly control the procurement or employment practices of such suppliers, we could be subject to similar financial or reputational risks as a result of our suppliers' conduct.
We are subject to the risks of product defects, errata, or other product issues.ProductFrom time to time, we identify product defects, and errata (deviations from published specifications) may, and other product issues, which can result from problems in our product design or our manufacturing and assembly and test processes. Components and products we purchase or license from third-party suppliers, or attain through acquisitions, maycan also contain defects. Product issues can lead to product failures, unpredictable system behavior, system instability, and other issues, and sometimes result from the interaction between our products and third-party products and software. We couldalso face risks if products that we design, manufacture, or sell, or that include our technology, cause personal injury or property damage, even where the cause is unrelated to product defects or errata. These risks may increase as our products are introduced into new devices, market segments, technologies, or applications, including transportation, and autonomous driving, healthcare, communications, and financial services, and other industrial, critical infrastructure, and consumer uses. Costs from defects, errata, or other product issues could include: ▪writing off some or all of the value of inventory; ▪recalling products that have been shipped; ▪providing product replacements or modifications; reimbursing▪providing consideration to customers, including reimbursement for certain costs they incur;
▪defending against litigation and/or paying resulting damages; and ▪paying fines imposed by regulatory agencies. These costs could be large and may increase expenses and lower gross margin, andand/or result in delay or loss of revenue. AnyMitigation techniques designed to address product issues, including software and firmware updates, are not always available on a timely basis—or at all—and do not always operate as intended or effectively resolve such issues for all applications, and can result in adverse performance or power effects. We and third parties, such as hardware and software vendors, may make prioritization decisions about which product issues to address, which can delay, limit, or prevent development or deployment of a mitigation and harm our reputation and result in costs. Product defects, errata, or other issues could alsocan damage our reputation, negatively affect product demand, delay product releases, or result in legal liability. The announcement of product defectsliability, or errata could cause customers to purchasemake our products from competitors. Any of these occurrencesless competitive, which could harm our business and financial results. In addition, although we maintainour liability insurance our coverage has certain exclusions and/or may not adequately cover liabilities incurred. Our insurance providers may be unable or unwilling to pay a claim, and losses not covered by insurance could be large, which could harm our financial condition. We are subject to risks associated with environmental, health, and safety regulations. The manufacturing and assembly and test of our products require the use of hazardous materials that are subject to a broad array of environmental, health, and safety laws and regulations. Our failure to comply with these laws or regulations could result in:
regulatory penalties, fines, and legal liabilities;
suspension of production;
alteration of our manufacturing and assembly and test processes;
damage to our reputation; and
restrictions on our operations or sales.
Our failure to manage the use, transportation, emissions, discharge, storage, recycling, or disposal of hazardous materials could lead to increased costs or future liabilities. Our ability to expand or modify our manufacturing capability in the future may be impeded by environmental regulations, such as air quality and wastewater requirements. Environmental laws and regulations could also require us to acquire additional pollution abatement or remediation equipment, modify product designs, or incur other expenses. Regulations in response to climate change could result in increased manufacturing costs associated with air pollution requirements, and increased compliance and energy costs. Many new materials that we are evaluating for use in our operations may be subject to regulation under environmental laws and regulations. These restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter manufacturing and assembly and test processes.
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WE ARE SUBJECT TO CYBERSECURITY AND PRIVACY RISKS.
We face risks related to cybersecurity threats and incidents. We regularly face attempts by others to gain unauthorized access through the Internet, or to introduce malicious software, to our IT systems. Additionally, individuals or organizations, including malicious hackers, state-sponsored organizations, insider threats including employees and third-party service providers, or intruders into our physical facilities, may attempt to gain unauthorized access and corrupt the processes of hardware and software products that we manufacture and services we provide. Due to the widespread use of our products, we are a frequent target of computer hackers and organizations that intend to sabotage, take control of, or otherwise corrupt our manufacturing or other processes, products, and services. We are also a target of malicious attackers who attempt to gain access to our network or data centers or those of our customers or end users; steal proprietary information related to our business, products, employees, and customers; or interrupt our systems and services or those of our customers or others. Such attempts are increasing in number and in technical sophistication, and if successful, could expose us and the affected parties to risk of loss or misuse of proprietary or confidential information or disruptions of our business operations. Our IT infrastructure also includes products and services provided by third parties, and these providers may experience breaches of their systems and products that impact the security of our systems and our proprietary or confidential information.
From time to time, we encounter intrusions or unauthorized access to our network, products, services, or infrastructure. To date, none have resulted in any material adverse impact to our business or operations. Such incidents, whether or not successful, could result in our incurring significant costs related to, for example, rebuilding internal systems, writing down inventory value, implementing additional threat protection measures, providing modifications to our products and services, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties, as well as reputational harm. In addition, these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures. While we seek to detect and investigate all unauthorized attempts and attacks against our network, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools and/or changes or updates to our products and services, we remain potentially vulnerable to additional known or unknown threats. In some instances, we, our customers, and the users of our products and services may be unaware of an incident or its magnitude and effects.
We face risks related to security vulnerabilities in our products.We or third parties regularly identify security vulnerabilities with respect to our processors and other products, as well as the operating systems and workloads runningthat run on them and the components that interact with them. Components and IP we purchase or license from third parties for use in our products, as well as industry-standard specifications we implement in our products, are also regularly subject to security vulnerabilities. As we have become a more data-centric company, our processors and other products are being used in moreadditional and differentnew critical application areas that create new or increased cybersecurity and privacy risks, including applications that gather and process large amounts of data, such as the cloud or Internet of Things, and critical infrastructure and automotive applications. The security vulnerabilities identified in our processors include a category known as side-channel exploits,vulnerabilities, such as the variants referred to as “Spectre”"Spectre" and “Meltdown.”"Meltdown." Additional categories and variants have been identified and mayare expected to continue to be identified. Publicity about these and other security vulnerabilities has resulted in, and attempted or successful exploits, whether accurate or inaccurate, mayis expected to continue to result in, increased attempts by third parties to identify additional vulnerabilities. Although vulnerabilities, have often been discoveredincluding with respect to security and mitigatedmanageability features in advance of being exploited, it is possible that vulnerabilities mayour products. Vulnerabilities are not bealways mitigated before they become known. We, our customers, and the users of our products maydo not always promptly learn of or be ablehave the ability to fully assess the magnitude or effects of a vulnerability, including the extent, if any, to which a vulnerability has been exploited. Subsequent events or new information couldcan develop that changes our assessment of the impact of a security vulnerability, including additional information learned as we develop and deploy mitigations or updates, become aware of additional variants, evaluate the competitiveness of existing and new products, and address future warranty or other claims or customer satisfaction considerations, as well as developments in the course of any litigation or regulatory inquiries or actions over these matters. Mitigation techniques designed to address security vulnerabilities, including software and firmware updates or other preventative measures, mayare not bealways available on a timely basis—or at all—or mayand at times do not operate as intended or effectively resolve vulnerabilities for all applications. In addition, we may beare often required to rely on third parties, including hardware, software, and services vendors, as well as our customers and end users, to develop andand/or deploy mitigation techniques, and the availability, effectiveness, and performance impact of mitigation techniques maycan depend solely or in part on the actions of these third parties in determining whether and how to develop and deploy mitigations. We and such third parties may make prioritization decisions about which vulnerabilities to address, which couldcan delay, limit, or limitprevent development or deployment of a mitigation and harm our reputation. Security vulnerabilities and/or mitigation techniques maycan result in adverse performance or power effects, reboots, system instability or unavailability, loss of functionality, data loss or corruption, unpredictable system behavior, decisions by customers and end users to limit or change the applications in which they use our products or product features, and/or the misappropriation of data by third parties.
Security vulnerabilities and any limitations of, or adverse effects resulting from, mitigation techniques can adversely affect our results of operations, financial condition, customer relationships, prospects, and reputation in a number of ways, any of which may be material. For example, whether or not theyvulnerabilities involve attempted or successful exploits, they may result in our incurring significant costs related to developing and deploying updates and mitigations, writing down inventory value, defending against product claims and litigation, responding to regulatory inquiries or actions, paying damages, addressing customer satisfaction considerations, providing product replacements or modifications, or taking other remedial steps with respect to third parties. Adverse publicity about security vulnerabilities or mitigations could damage our reputation with customers or users and reduce demand for our products and services. These effects may be greater to the extent that competing products are not susceptible to the same vulnerabilities or if vulnerabilities can be more effectively mitigated in competing products. Moreover, third parties maycan release information regarding potential vulnerabilities of our products before mitigations are available, which, in turn, could lead to attempted or successful exploits, adversely affect our ability to introduce mitigations, or otherwise harm our business and reputation. For example, information We are subject to risks associated with environmental, health, and safety regulations. The manufacturing and assembly and test of our products require the use of hazardous materials that are subject to a broad array of environmental, health, and safety laws and regulations. Our failure to comply with these laws or regulations can result in regulatory penalties, fines, and legal liabilities; suspension of production; alteration of our manufacturing and assembly and test processes; damage to our reputation; and restrictions on our operations or sales. Our failure to manage the “Spectre”use, transportation, emissions, discharge, storage, recycling, or disposal of hazardous materials can lead to increased costs or future liabilities. Our ability to expand or modify our manufacturing capability in the future may be impeded by environmental regulations, such as air quality and “Meltdown” side-channel variants was prematurely reported publicly before mitigation techniqueswastewater requirements. Environmental laws and regulations sometimes require us to address all vulnerabilities were made widely available,acquire additional pollution abatement or remediation equipment, modify product designs, or incur other expenses. Regulations in response to climate change could result in increased manufacturing costs associated with air pollution requirements and certainincreased compliance and energy costs. Many new materials that we are evaluating for use in our operations are subject to regulation under environmental laws and regulations. These restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter manufacturing and assembly and test processes. The COVID-19 pandemic could materially adversely affect our financial condition and results of operations. The COVID-19 pandemic has adversely affected significant portions of our business and could have a material adverse effect on our financial condition and results of operations. We are subject to numerous pandemic-related risks, including those described below. The degree to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and severity of the mitigation techniques did not operatepandemic, the actions taken to contain the virus or treat its impact, other actions taken by governments, businesses, and individuals in response to the virus and resulting economic disruption, and how quickly and to what extent normal economic and operating conditions can resume. We are similarly unable to predict the extent of the impact of the pandemic on our customers, suppliers, vendors, and other partners, and their financial conditions, but a material effect on these parties could also materially adversely affect us. Operational risks. The pandemic has resulted in authorities imposing, and businesses and individuals implementing, numerous measures to try to contain the virus, such as intended.travel bans and restrictions, quarantines, shelter-in-place/stay-at-home and social distancing orders, and shutdowns. These measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors, suppliers, and partners. We have significant manufacturing operations in the U.S., Ireland, Israel, China, Malaysia, and Vietnam, and each of these countries has been affected by the pandemic and is taking measures to try to contain it.
There is considerable uncertainty regarding the business impacts from such measures and potential future measures. Shelter-in-place orders and other measures, including work-from-home and social distancing policies implemented to protect employees, have resulted in reduced workforce availability at some of our sites, construction delays, and reduced capacity at some of our vendors and suppliers. Restrictions on our manufacturing or support operations or workforce, or similar limitations for our vendors and suppliers, can impact our ability to meet customer demand and could have a material adverse effect on our financial condition and results of operations, particularly if prolonged. Similarly, current and future restrictions or disruptions of transportation can also impact our ability to meet demand and could materially adversely affect us. Our customers have experienced, and may in the future experience, disruptions in their operations and supply chains, which can result in delayed, reduced, or cancelled orders, or collection risks, and which may adversely affect our results of operations. We previously paused new construction projects at several of our manufacturing sites due to local government restrictions. While these restrictions were subsequently lifted, similar restrictions affecting construction could be imposed again in the future.
The pandemic has caused us to modify our business practices, including with respect to employee travel; employee work locations; cancellation of physical participation in meetings, events, and conferences; and social distancing measures. We may take further actions as required by government authorities or others, or that we determine are in the best interests of our employees, customers, suppliers, vendors, and partners. Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the way we conduct our product development, validation, and qualification, customer support, and other activities, which could have a material adverse effect on our operations. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of key personnel and harm our ability to perform critical functions. | | | | | | | | | OTHER KEY INFORMATION | Other Key Information | 5458 |
Demand and macroeconomic risks. The pandemic has significantly increased economic and demand uncertainty. It has caused a significant contraction in the global economy, and there is considerable uncertainty as to the severity and duration of the contraction. Risks related to adverse changes in global economic conditions are described in our risk factor titled “Global or regional conditions can harm our financial results,” and include the risk that demand for our products will be significantly harmed. During the second half of 2020 in particular, we saw negative COVID-related demand trends in several areas of our data-centric businesses, as well as COVID-related changes in product mix that drove lower ASPs in our PC-centric business, as discussed in MD&A. Given the continued and substantial economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our products. For example, the increased demand for notebook products as a result of work- and learn-from-home dynamics may not continue as the pandemic progresses, or demand mix shifts that have been pronounced during the pandemic and have negatively impacted our ASPs could continue, such as the mix shift from desktop to notebook products in our CCG business and the mix shift from the enterprise and government market segment to the cloud service provider market segment in DCG.
Liquidity risks. The pandemic has led to increased disruption and volatility in capital markets and credit markets. Unanticipated consequences of the pandemic and resulting economic uncertainty could adversely affect our liquidity and capital resources in the future. Other risks.The impact of COVID-19 can also exacerbate other risks discussed in this Risk Factors section and throughout this report, which could in turn have a material adverse effect on us. Developments related to COVID-19 have been unpredictable, and additional impacts and risks may arise that we are not aware of or able to respond to appropriately. We operate globally and are subject to significant risks in many jurisdictions. Global or regional conditions can harm our financial results.We have manufacturing, assembly and test, R&D, sales, and other operations in many countries, and some of our business activities are concentrated in one or more geographic areas. Moreover, sales outside the U.S. accounted for 79% of our revenue for the fiscal year ended December 26, 2020, with revenue from billings to China, including Hong Kong, contributing 26% of our total revenue. As a result, our operations and our financial results, including our ability to manufacture, assemble and test, design, develop, or sell products, and the demand for our products, are at times adversely affected by a number of global and regional factors outside of our control. Adverse changes in global or regional economic conditions periodically occur, including recession or slowing growth, changes or uncertainty in fiscal, monetary, or trade policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses including on IT infrastructure, increases in unemployment, and lower consumer confidence and spending. The COVID-19 pandemic has caused a significant contraction in the global economy, and there is considerable uncertainty as to its severity and duration. Adverse changes in economic conditions, including those related to the pandemic, can significantly harm demand for our products and make it more challenging to forecast our operating results and make business decisions, including regarding prioritization of investments in our business. An economic downturn or increased uncertainty may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments. We can be adversely affected by other global and regional factors that periodically occur, including: ▪geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns, and terrorist activity, including, for example, geopolitical tensions and conflict affecting Israel, where our Mobileye business headquarters and certain of our fabrication facilities are located; ▪natural disasters, public health issues (including the COVID-19 pandemic), and other catastrophic events; ▪inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers; ▪formal or informal imposition of new or revised export, import, or doing-business regulations, including trade sanctions, tariffs, and changes in the ability to obtain export licenses, which could be changed without notice; ▪government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country; ▪adverse changes relating to government grants, tax credits, or other government incentives, including more favorable incentives provided to competitors; ▪differing employment practices and labor issues; ▪ineffective legal protection of our IP rights in certain countries; ▪local business and cultural factors that differ from our current standards and practices; ▪continuing uncertainty regarding social, political, immigration, and tax and trade policies in the U.S. and abroad, including as a result of the United Kingdom's withdrawal from the European Union; and ▪fluctuations in the market values of our domestic and international investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.
We are also subject to risks related to uncertainty regarding LIBOR. Certain of our interest rate derivatives and investments are based on LIBOR, and a portion of our indebtedness bears interest at variable interest rates, primarily based on LIBOR. LIBOR is the subject of recent national, international, and other regulatory guidance and proposals for reform, which may cause LIBOR to disappear entirely after 2021 or to perform differently than in the past. While we expect that reasonable alternatives to LIBOR will be implemented prior to the 2021 target date or that the 2021 cessation date may be extended, we cannot predict the consequences and timing of these developments, and they could include an increase in our interest expense and/or a reduction in our interest income. We are subject to theft,risks related to trade policies and regulations. Trade policies and disputes at times result in increased tariffs, trade barriers, and other protectionist measures, which can increase our manufacturing costs, make our products less competitive, reduce demand for our products, limit our ability to sell to certain customers, limit our ability to procure components or raw materials, or impede or slow the movement of our goods across borders. Increasing protectionism and economic nationalism may lead to further changes in trade policies and regulations, domestic sourcing initiatives, or other formal and informal measures that could make it more difficult to sell our products in, or restrict our access to, some markets. In particular, trade tensions between the U.S. and China have led to increased tariffs and trade restrictions, including tariffs applicable to some of our products, and have affected customer ordering patterns. The U.S. has imposed restrictions on the export of U.S.-regulated products and technology to certain Chinese technology companies, including certain of our customers. These restrictions have reduced our sales, and continuing or future restrictions could adversely affect our financial performance, result in reputational harm to us due to our relationship with such companies, or lead such companies to develop or adopt technologies that compete with our products. It is difficult to predict what further trade-related actions governments may take, which may include trade restrictions and additional or increased tariffs and export controls imposed on short notice, and we may be unable to quickly and effectively react to or mitigate such actions. Trade disputes and protectionist measures, or continued uncertainty about such matters, could result in declining consumer confidence and slowing economic growth or recession, and could cause our customers to reduce, cancel, or alter the timing of their purchases with us. Sustained geopolitical tensions could lead to long-term changes in global trade and technology supply chains, and decoupling of global trade networks, which could have a material adverse effect on our business and growth prospects. Laws and regulations can have a negative impact on our business. We are subject to laws and regulations worldwide that differ among jurisdictions, affecting our operations in areas including, but not limited to: IP ownership and infringement; tax; import and export requirements; anti-corruption; foreign exchange controls and cash repatriation restrictions; data privacy requirements; competition; advertising; employment; product regulations; environment, health, and safety requirements; and consumer laws. Compliance with such requirements can be onerous and expensive, and may otherwise impact our business operations negatively. For example, unfavorable developments with evolving laws and regulations worldwide related to 5G or autonomous driving technology may limit global adoption, impede our strategy, or negatively impact our long-term expectations for our investments in these areas. Expanding privacy legislation and compliance costs of privacy-related and data protection measures could adversely affect our customers and their products and services, particularly in cloud, Internet of Things, and AI applications, which could in turn reduce demand for our products used for those workloads. Although we have policies, controls, and procedures designed to help ensure compliance with applicable laws, there can be no assurance that our employees, contractors, suppliers, or agents will not violate such laws or our policies. Violations of these laws and regulations can result in fines; criminal sanctions against us, our officers, or our employees; prohibitions on the conduct of our business; and damage to our reputation. The technology industry is subject to intense media, political, and regulatory scrutiny, which can increase our exposure to government investigations, legal actions, and penalties. We are affected by fluctuations in currency exchange rates.We are exposed to adverse as well as beneficial movements in currency exchange rates. Although most of our sales occur in U.S. dollars, expenses may be paid in local currencies. An increase in the value of the dollar can increase the real cost to our customers of our products in those markets outside the U.S. where we sell in dollars, and a weakened dollar can increase the cost of expenses such as payroll, utilities, tax, and marketing expenses, as well as overseas capital expenditures. We also conduct certain investing and financing activities in local currencies. Our hedging programs may not be effective to offset any, or more than a portion, of the adverse impact of currency exchange rate movements; therefore, changes in exchange rates can harm our results of operations and financial condition. Catastrophic events can have a material adverse effect on our operations and financial results.Our operations and business, and those of our customers and suppliers, can be disrupted by natural disasters; industrial accidents; public health issues (including the COVID-19 pandemic); cybersecurity incidents; interruptions of service from utilities, transportation, telecommunications, or IT systems providers; manufacturing equipment failures; or other catastrophic events. For example, we have at times experienced disruptions in our manufacturing processes as a result of power outages, improperly functioning equipment, and disruptions in supply of raw materials or components, including due to cybersecurity incidents affecting our suppliers. Our headquarters and many of our operations and facilities are in locations that are prone to earthquakes and other natural disasters. Global climate change can result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding, and could disrupt the availability of water necessary for the operation of our fabrication facilities located in semi-arid regions. During 2020, the west coast of the U.S. experienced historic wildfires, including in Oregon, where we have major manufacturing facilities. The long-term effects of climate change on the global economy and the IT industry in particular are unclear, but could be severe.
Catastrophic events could make it difficult or impossible to manufacture or deliver products to our customers, receive production materials from our suppliers, or perform critical functions, which could adversely affect our revenue and require significant recovery time and expenditures to resume operations. While we maintain business recovery plans, some of our systems are not fully redundant and we cannot be sure that our plans will fully protect us from such disruptions. Furthermore, even if our operations are unaffected or recover quickly, if our customers or suppliers cannot timely resume their own operations due to a catastrophic event, we may experience reduced or cancelled orders or disruptions to our supply chain that may adversely affect our results of operations. We maintain a program of insurance coverage for a variety of property, casualty, and other risks. The types and amounts of insurance we obtain vary depending on availability, cost, and decisions with respect to risk retention. Some of our policies have large deductibles and broad exclusions. In addition, one or more of our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be large, which could harm our results of operations and financial condition. Damage to our reputation can damage our business. Our reputation is a critical factor in our relationships with customers, employees, governments, suppliers, and other stakeholders. Our failure to address, or the appearance of our failure to address, issues that give rise to reputational risk, including those described throughout this Risk Factors section, could significantly harm our reputation and our brands. Our reputation can be impacted by catastrophic events (including our response to the COVID-19 pandemic); incidents involving unethical behavior or misconduct; product quality, security, or safety issues; allegations of legal noncompliance; internal control failures; corporate governance issues; data breaches; workplace safety incidents; environmental incidents; the use of our products for illegal or objectionable applications, including AI and machine learning applications that present ethical, regulatory, or other issues; marketing practices; media statements; the conduct of our suppliers or representatives; and other issues or incidents that, whether actual or perceived, result in adverse publicity. To the extent we fail to respond quickly and effectively to address corporate crises, the ensuing negative public reaction could significantly harm our reputation and our brands and could lead to increases in litigation claims and asserted damages or subject us to regulatory actions or restrictions. Damage to our reputation could reduce demand for our products and adversely affect our business and operating environment. It could reduce investor confidence in us, adversely affecting our stock price. It may also limit our ability to be seen as an employer of choice when competing for highly skilled employees. Moreover, repairing our reputation and brands may be difficult, time-consuming, and expensive. We are subject to cybersecurity and privacy risks. We face risks related to cybersecurity threats and incidents. We regularly face attempts by others to gain unauthorized access through the Internet, or to introduce malicious software, to our IT systems. Individuals or organizations, including malicious hackers, state-sponsored organizations, insider threats including employees and third-party service providers, or intruders into our physical facilities, at times attempt to gain unauthorized access and/or corrupt the processes used to design and manufacture our hardware products and our associated software and services. Due to the widespread use of our products, we are a frequent target of computer hackers and organizations that intend to sabotage, take control of, or otherwise corrupt our manufacturing or other processes, products, and services. We are also a target of malicious attackers who attempt to gain access to our network or data centers or those of our suppliers, customers, or end users; steal proprietary information related to our business, products, employees, suppliers, and customers; interrupt our systems and services or those of our suppliers, customers, or others; or demand ransom to return control of such systems and services. Such attempts are increasing in number and in technical sophistication, and if successful, expose us and the affected parties to risk of loss or misuse of proprietary or confidential information or disruptions of our business operations, including our manufacturing operations. Our IT infrastructure also includes products and services provided by third parties, and these providers can experience breaches of their systems and products that impact the security of our systems and our proprietary or confidential information. From time to time, we encounter intrusions or unauthorized access to our network, products, services, or infrastructure, as well as those of third parties who provide products and services to us. For example, in the fourth quarter of 2020, our Habana Labs subsidiary’s network was breached, resulting in unauthorized third-party access of certain confidential information, in connection with a suspected unsuccessful ransomware attack. The breach was confined to our subsidiary’s network and is not expected to have a material impact on Habana Labs’ business. We are also subject to risks associated with attacks involving our supply chain. In the fourth quarter of 2020, we became aware of reports that an update to widely used IT infrastructure management software provided by one of our vendors, SolarWinds Corporation, had been compromised by attackers, and we are investigating these reports. To date, cybersecurity incidents have not resulted in a material adverse impact to our business or operations, but there can be no guarantee we will not experience such an impact. Such incidents, whether or not successful, could result in our incurring significant costs related to, for example, rebuilding internal systems, writing down inventory value, implementing additional threat protection measures, providing modifications to our products and services, defending against litigation, responding to regulatory inquiries or actions, paying damages, providing customers with incentives to maintain the business relationship, or taking other remedial steps with respect to third parties, as well as reputational harm. In addition, these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures. As a result of the COVID-19 pandemic, remote work and remote access to our systems has increased significantly, which also increases our cybersecurity attack surface. We have also seen an increase in cyberattack volume, frequency, and sophistication driven by the global enablement of remote workforces. We seek to detect and investigate unauthorized attempts and attacks against our network, products, and services, and to prevent their recurrence where practicable through changes to our internal processes and tools and changes or updates to our products and services; however, we remain potentially vulnerable to additional known or unknown threats. In some instances, we, our suppliers, our customers, and the users of our products and services can be unaware of an incident or its magnitude and effects.
Theft, loss, or misuse of personal data about our employees, customers, or other third parties which could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could result in significantly increased business and security costs or costs related to defending legal claims. We anticipate that our collection of such personal data will increase as we enter into the MaaS market in our Mobileye business, and it may increase as we enter into other new or adjacent businesses. Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. Costs to comply with and implement these privacy-related and data protection measures could be significant, and noncompliance could expose us to significant monetary penalties, damage to our reputation, suspension of online services or sites in certain countries, and even criminal sanctions.sanctions. Even our inadvertent failure to comply with federal, state, or international privacy-related or data protectiondata-protection laws and regulations could result in audits, regulatory inquiries, or proceedings against us by governmental entities or other third parties.parties. WE ARE SUBJECT TOWe are subject to IP RISKS AND RISKS ASSOCIATED WITH LITIGATION AND REGULATORY PROCEEDINGS.risks and risks associated with litigation and regulatory proceedings.
We may be unable tocannot always enforce or protect our IP rights.We regard our patents, copyrights, trade secrets, and other IP rights as important to the success of our business. We rely on IP law—as well as confidentiality and licensing agreements with our customers, employees, technology development partners, and others—to protect our IP rights. Our ability to enforce these rights is subject to general litigation risks, as well as uncertainty as to the enforceability of our IP rights in various countries. We are not always able to enforce or protect our IP rights. Enforcement may beis costly and time-consuming and maycan divert management attention. When we seek to enforce our rights, we may be subject to claims that our IP rights are invalid, not enforceable, or licensed to an opposing party. Our assertion of IP rights may result in another party seeking to assert claims against us, which could harm our business. Governments mayFrom time to time, governments adopt regulations—and governments or courts may render decisions—requiring compulsory licensing of IP rights, or governments may require products to meet standards that favor local companies. Our inability to enforce our IP rights under any of these circumstances maycan harm our competitive position and business. In some cases, our IP rights can offer inadequate protection for our innovations. In addition, the theft or unauthorized use or publication of our trade secrets and other confidential business information could harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in R&D, product development, and marketing could be reduced. This risk is heightened as competitors for technical talent increasingly seek to hire our employees. Our licenses with other companies and participation in industry initiatives mayat times allow competitors to use some of our patent rights. Technology companies often bilaterally license patents between each other to settle disputes or as part of business agreements. OurSome of our competitors have in the past had, and may in the future have, licenses to some of our patents, and under current case law, some of the licenses maycan exhaust our patent rights as to licensed product sales under some circumstances. Our participation in industry standards organizations or with other industry initiatives may requireat times requires us to offer to license our patents to companies that adopt industry-standard specifications. Depending on the rules of the organization, government regulations, or court decisions, we mightsometimes have to grant licenses to some of our patents for little or no cost, and as a result, we may be unable to enforce certain patents against others, our costs of enforcing our licenses or protecting our patents may increase, and the value of our IP rights may be impaired. Third parties may assert claims based on IP rights against us orand our products, which could harm our business.We may face claims based on IP rights from individuals and companies, including claims from those who have aggregated patents acquired from multiple sources to form a new, larger portfolio to assert claims against us and other companies. Some of these claimants are funded by investment firms and have substantial resources, which can increase our defense costs. Additionally, large patent portfolio owners maysometimes divest portions of their portfolios to more than one individual or company, increasing the number of parties who own IP rights previously all held by a single party. We are typically engaged in a number of disputes involving IP rights. Claims that our products or processes infringe the IP rights of others, regardless of their merits, could cause us to incur large costs to respond to, defend, and resolve the claims, and they may divert the efforts and attention of our management and technical personnel from our business and operations. In addition, we may face claims based on the alleged theft or unauthorized use or disclosure of third-party trade secrets, or confidential information, or end-user data that we obtain in conducting our business. Any such incidents and claims could severely disrupt our business, and we could suffer losses, including the cost of product recalls and returns, and reputational harm. Furthermore, we have agreed to indemnify customers for certain IP rights claims against them. IP rights claims against our customers could also limit demand for our products or disrupt our customers’customers' businesses, which could in turn adversely affect our results of operations. As a result of IP rights claims, we could: ▪pay monetary damages, including payments to satisfy indemnification obligations, or royalties; ▪stop manufacturing, using, selling, offering to sell, or importing products or technology subject to claims; ▪need to develop other products or technology not subject to claims, which could be time-consuming or costly; and/or ▪enter into settlement andor license agreements, which agreements may not be available on commercially reasonable terms. These IP rights claims could harm our competitive position, result in expenses, or require us to impair our assets. If we alter or stop production of affected items, our revenue could be harmed.
We rely on access to third-party IP, which may not be available to us on commercially reasonable terms or at all.Many of our products include third-party technology and/or implement industry standards and may require licenses from third parties. Based on past experience and industry practice, we believe such licenses generally can be obtained on commercially reasonable terms. However, there is no assurance that the necessary licenses can be obtained on acceptable terms or at all. Failure to obtain the right to use third-party technology, or to license IP on commercially reasonable terms, could preclude us from selling certain products or otherwise have a material adverse impact on our financial condition and operating results. To the extent our products include software that contains or is derived from open-source software, we may be required to make the software's source code publicly available and/or license the software under open-source licensing terms.
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We are subject to risks associated with litigation and regulatory proceedings.We maymatters. From time to time,we face legal claims or regulatory matters involving stockholder, consumer, competition, commercial, IP, and other issues on a global basis. As described in "Note 20:19: Commitments and Contingencies" within the Consolidated Financial Statements, we are engaged in a number of litigation and regulatory matters. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages, or an injunction stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome maycan result in a material adverse impact on our business, financial condition, and results of operations. In addition, regardless of the outcome, litigation and regulatory proceedings can be costly, time-consuming, disruptive to our operations, harmful to our reputation, and distracting to management. WE MUST ATTRACT, RETAIN, AND MOTIVATE KEY EMPLOYEES.
To be competitive, weWe must attract, retain, and motivate executives and other key employees.
Hiring and retaining qualified executives, scientists, engineers, technical staff, and sales representatives are critical to our business, andbusiness. The competition for highly skilled employees in our industry can beis increasingly intense. Competitors for technical talent increasingly seek to hire our employees. In addition, changes in immigration policies may further limit the pool of available talent and impair our ability to recruit and hire technical and professional talent. Changes in the interpretation and application of employment-related laws to our workforce practices may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. To help attract, retain, and motivate qualified employees, we use share-based awards, such as RSUs, and performance-based cash incentive awards. Our employee hiring and retention also depend on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice. If our share-based or other compensation programs and workplace culture cease to be viewed as competitive, our ability to attract, retain, and motivate employees couldwould be weakened, which could harm our results of operations. Furthermore, changesMoreover, sustained declines in our stock price can reduce the retention value of our share-based awards. Changes in our management team maycan also disrupt our business,business. For example, we underwent several significant changes to our technical leadership during 2020 and announced the appointment of a new CEO in January 2021. The failure to successfully transition and assimilate key employees, including in connection with these changes, could adversely affect our results of operations. To the extent we do not effectively hire, onboard, retain, and motivate key employees, our business can be harmed. WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR STRATEGIC TRANSACTIONS.We are subject to risks associated with our strategic transactions.
Our acquisitions, divestitures, and other strategic transactions could fail to achieve our financial or strategic objectives, disrupt our ongoing business, and adversely impact our results of operations. In furtherance Strategic transactions are an important component of our business strategy, wefinancial capital allocation strategy. We routinely evaluate opportunities and enter into agreements for possible acquisitions, divestitures, and other strategic transactions. These transactions involve numerous risks, including: we may not be able▪our inability to identify opportunities in a timely manner or on terms acceptable to us;
▪failure of the transaction may notto advance our business strategy and of its anticipated benefits may neverto materialize; we may experience ▪disruption of our ongoing operations and diversion of our management’s attention may be diverted;management's attention;
we may fail▪failure to complete a transaction in a timely manner, if at all, due to our inability to obtain required government or other approvals at all or without materially burdensome conditions, IP disputes or other litigation, difficulty in obtaining financing on terms acceptable to us, or other unforeseen factors;
we may not▪our failure to realize a satisfactory return on our investment, potentially resulting in an impairment of goodwill and other assets, and restructuring charges;
we may be unable▪our inability to effectively enter new market segments through our strategic transactions or retain customers and partners of acquired businesses;
we may be unable▪our inability to retain key personnel of acquired businesses or may haveour difficulty in integrating employees, business systems, and technology;
▪controls, processes, and procedures of acquired businesses maythat do not adequately ensure compliance with laws and regulations, and we may failour failure to identify compliance issues or liabilities; we may fail▪our failure to identify, or may underestimate,our underestimation of, commitments, liabilities, and other risks associated with acquired businesses or assets; and/orand
▪the potential for our acquisitions mayto result in dilutive issuances of our equity securities or significant additional debt. Moreover, our resources are limited and our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our financial or strategic objectives.
Any of these risks could have a material adverse effect on our business, results of operations, financial condition, or cash flows, particularly in the case of a large acquisition or several concurrent acquisitions. Moreover, our resources are limited and our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we at times need to forgo the prospect of entering into other transactions that could help us achieve our financial or strategic objectives.
Where an existing investment does not meet our criteria for success, we routinely evaluate opportunities for possible divestitures and other options. We may not realize the anticipated benefits of divestitures, such as the pending divestiture of our NAND memory business to SK hynix, due to risks that include unfavorable prices and terms; changes in market conditions or geopolitical conditions affecting the regions or industries in which we or counterparties operate; failure to receive regulatory or governmental approvals; limitations or restrictions due to regulatory or governmental approvals, litigation, contractual terms, or other conditions; delays in closing; lack of support by third parties; actions by competitors; adverse effects on our business relationships, operating results, or business due to the announcement and pendency of such transactions; and continued financial obligations, unanticipated liabilities, or transition costs associated with such transactions. In some cases, we are not able to divest investments on acceptable terms or at all. We invest in public and private companies and maydo not always realize a return on our investments.We make investments in public and private companies around the world to further our strategic and financial objectives and to support certain key business initiatives. Companies in which we invest range from early-stage companies still defining their strategic direction to mature companies with established revenue streams and business models. Many of the instruments in which we invest are non-marketable and illiquid at the time of our initial investment, and we mayare not bealways able to achieve a return if any, in a timely fashion.fashion, if at all. Our ability to realize a return on our investment in a private company, if any, is typically dependent on the company participating in a liquidity event, such as a public offering or acquisition. To the extent our investments are in marketable equity securities, as is typically the case for our public company investments, fluctuations in the fair value of those securities are recognized as gains or losses in our income statement, and consequently, declines in the fair value of these investments can reduce our net income. If any of the companies in which we invest are not successful, which maycan include failures to achieve business objectives as well as bankruptcy, filings, we could recognize an impairment and/or lose all or part of our investment.
We are subject to sales-related risks.
| | | | OTHER KEY INFORMATION | | 56 |
WE ARE SUBJECT TO SALES-RELATED RISKS.
We face risks related to sales through distributors and other third parties.We sell a significant portion of our products through third parties such as distributors, value-added resellers, and channel partners (collectively referred to as distributors), as well as OEMs and ODMs. We depend on many distributors to help us create end-customer demand, provide technical support and other value-added services to customers, fill customer orders, and stock our products. We mayAt times, we rely on one or more key distributors for a product, and a material change in our relationship with one or more of these distributors or their failure to perform as expected could reduce our revenue. Our ability to add or replace distributors for some of our products may beis limited. In addition, our distributors' expertise in the determination and stocking of acceptable inventory levels for some of our products mayis not bealways easily transferable to a new distributor; as a result, end customers may be hesitant to accept the addition or replacement of a distributor. Using third parties for distribution exposes us to many risks, including competitive pressure and concentration, credit, and compliance risks. Distributors and other third parties may sell products that compete with our products, and we maysometimes need to provide financial and other incentives to focus them on the sale of our products. They mayFrom time to time, they face financial difficulties, including bankruptcy, which could harm our collection of accounts receivable and financial results. Violations of the Foreign Corrupt Practices Act or similar laws by distributors or other third-party intermediaries could have a material impact on our business. Failure to manage risks related to our use of distributors and other third parties may reduce sales, increase expenses, and weaken our competitive position. From time to time, our products are resold by third parties in an unauthorized "gray market." Gray market products can distort demand and pricing dynamics in our distribution channel and certain geographies, which at times adversely affects our revenue opportunities. Gray market activity is difficult to monitor and can make forecasting demand more challenging. Gray market products also sometimes include parts that have been altered or damaged, and our reputation may be harmed when these products fail or are found to be substandard. We receive a significant portion of our revenue from a limited number of customers. Collectively, our three largest customers accounted for approximately 39% of our net revenue in 20182020 and 40%41% of our net revenue in 2017.2019. We expect a small number of customers will continue to account for a significant portion of our revenue in the foreseeable future. Industry trends, such as the increasing shift of data center workloads to the public cloud, may increase customer concentration forhave increased the significance and purchasing power of certain customers, particularly cloud service providers, in some of our data-centric businesses. If oneThe cloud and cloud applications represent a new and increasingly demanding computing environment. The further consolidation of computing workloads in the cloud, and consolidation among cloud service providers, can heighten the competitive importance of factors such as collaboration and customization with cloud service provider customers to optimize products for their environments; optimization for cloud services and applications; product performance; energy efficiency; feature differentiation; product quality, reliability, and factors affecting server uptime; and product security and security features. We are operating in an increasingly competitive environment, and to the extent we do not execute effectively across these factors, our keycompetitive position and market segment share may be adversely affected. Some cloud service provider customers stops purchasinghave also internally developed, and may continue to develop, their own semiconductors, including designs customized for their specific computing workloads. The shift of data center workloads to the cloud has also adversely affected, and may continue to affect, sales to enterprise and government market segment customers when end users have elected to migrate workloads. During the second half of 2020, the mix shift in sales from us, materially reduces its demand for our products, or delays its orders for our products, we may experience a reductionenterprise and government market segment customers to cloud service providers contributed to lower ASPs in revenue, which could harm our results of operations and financial condition.DCG. To the extent we differentiate our products through customization to meet cloud customer specifications, order changes, delays, or cancellations may result in non-recoverable costs. The loss of, or substantial reduction in sales to, one of our key customers, or their delays in orders for our products, can lead to a reduction in our revenue and harm our results of operations and financial condition. For more information about our customers, including customers who accounted for greater than 10% of our net consolidated revenue, see "Note 4:3: Operating Segments" within the Consolidated Financial Statements.
We face risks related to business transactions with U.S. government entities.We receive proceeds from servicesU.S. federal, state, local, and foreign government entities associated with grants, incentives, and sales of our products we provide to the U.S. government. U.S. governmentand services. Government demand and payment may beare often affected by public sector budgetary cycles and funding authorizations.authorizations, including, with respect to U.S. government contracts, congressional approval of appropriations. Government contracts are subject to procurement laws and regulations relating to the award, administration, and performance of those contracts, as well as oversight and penalties for violations. For example, U.S. government contracts are subject to oversight, including special rules on accounting, IP rights, expenses, reviews, information handling, and security. Failuresecurity, and failure to comply with these rules could result in civil and criminal penalties and sanctions, including termination of contracts, fines, and suspensions,suspension or debarment from future business with the U.S. government. CHANGES IN OUR EFFECTIVE TAX RATE MAY REDUCE OUR NET INCOME.Changes in our effective tax rate may reduce our net income.
A number of factors maycan increase our effective tax rates, which could reduce our net income, including: ▪changes in the volume and mix of profits earned and location of assets across jurisdictions with varying tax rates; ▪the resolution of issues arising from tax audits, including payment of interest and penalties; ▪changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances; ▪adjustments to income taxes upon finalization of tax returns; ▪increases in expenses not deductible for tax purposes, including impairments of goodwill; ▪changes in available tax credits; ▪changes in our ability to secure new, or renew existing, tax holidays and incentives; ▪changes in U.S. federal, state, or foreign tax laws or their interpretation, including changes in the U.S. to the taxation of manufacturing enterprises and of non-U.S. income and expenses;expenses and changes resulting from the adoption by countries of OECD recommendations or other legislative actions; ▪changes in accounting standards; and ▪our decision to repatriate non-U.S. earnings for which we have not previously provided for local country withholding taxes incurred upon repatriation. WE MAY HAVE FLUCTUATIONS IN THE AMOUNT AND FREQUENCY OF OUR STOCK REPURCHASES.We have fluctuations in the amount and frequency of our stock repurchases.
We are not obligated to make repurchases under our stock repurchase program, and the amount, timing, and execution of our repurchases may fluctuate based on our priorities for the use of cash for other purposes—such as investing in our business, including operational spending, capital spending, and acquisitions, and returning cash to our stockholders as dividend payments—and because of changespayments. Changes in cash flows, tax laws and other laws, and the market price of our common stock.
| | | | OTHER KEY INFORMATION | | 57 |
NON-GAAP FINANCIAL MEASURES
In addition to disclosing financial results in accordance with GAAP, this document contains references tostock can also limit or alter the non-GAAP financial measures described below. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performanceamount and frequency of our business, enable comparison of financial results between periods where certain itemsstock repurchases. Our stock repurchase program may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance.
Our non-GAAP operating income and diluted earnings per share reflect adjustments for the following items, as well as the related income tax effects. Income tax effects have been calculated using an appropriate tax rate for each adjustment. We also provide a non-GAAP financial measure of free cash flow, as described below. These non-GAAP financial measures should not be considered a substitute for,suspended or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated.
ACQUISITION-RELATED ADJUSTMENTS
Deferred revenue write-down:Sales to distributors are made under agreements allowing for subsequent price adjustments and returns, and prior to 2018, were deferred until the products were resold by the distributor. Business combination accounting principles require us to write down to fair value the deferred revenue assumed in our acquisitions, asterminated at any time. For example, we have limited performance obligations associated with this deferred revenue. Our GAAP revenue and related cost of sales for the subsequent reselling by distributors to end customers after an acquisition do not reflect the full amounts that would have been reported if the acquired deferred revenue was not written down to fair value. The non-GAAP adjustments made in Q1 2016 eliminated the effect of the deferred revenue write-down associated with our acquisition of Altera. We believe these adjustments are useful to investors as an additional means to reflect revenue and gross margin trends of our business.
Inventory valuation adjustments: Business combination accounting principles require us to measure acquired inventory at fair value. The fair value of inventory reflects the acquired company’s cost of manufacturing plussuspended stock repurchases during a portion of 2020 due to uncertainty surrounding the expected profit margin. The non-GAAP adjustments toCOVID-19 pandemic. Moreover, we cannot guarantee that our cost of sales exclude the expected profit margin component that is recorded under business combination accounting principles associated with our acquisitions of Mobileye and Altera. We believe the adjustments are useful to investors as an additional means to reflect cost of sales and gross margin trends of our business.stock repurchase program will enhance long-term stockholder value.
Amortization of acquisition-related intangible assets:Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as developed technology, brands, and customer relationships acquired in connection with business combinations. We record charges related to the amortization of these intangibles within both cost of sales and operating expenses in our GAAP financial statements. Amortization charges for our acquisition-related intangible assets are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions. Consequently, our non-GAAP adjustments exclude these charges to facilitate an evaluation of our current operating performance and comparisons to our past operating performance.
Other acquisition-related charges: Other acquisition-related charges exclude the impact of other charges associated with the acquisitions of Mobileye and Altera. These charges primarily include bankers' fees, compensation-related costs, and valuation charges for stock-based compensation incurred related to the acquisitions. We believe these adjustments are useful to investors as an additional means to reflect the spending trends of our business.Properties
RESTRUCTURING AND OTHER CHARGES
Restructuring charges are costs associated with a formal restructuring plan and are primarily related to employee severance and benefit arrangements. Other charges include asset impairments, pension charges, and costs associated with the ISecG divestiture. We exclude restructuring and other charges, including any adjustments to charges recorded in prior periods, for purposes of calculating certain non-GAAP measures. We believe that these costs do not reflect our current operating performance. Consequently, our non-GAAP adjustments exclude these charges to facilitate an evaluation of our current operating performance and comparisons to our past operating performance.
ONGOING MARK-TO-MARKET ON MARKETABLE EQUITY SECURITIES
We exclude gains and losses resulting from ongoing mark-to-market adjustments of our marketable equity securities, after the initial mark-to-market adjustment is recorded upon a security becoming marketable, when calculating certain non-GAAP measures, as we do not believe this volatility correlates to our core operational performance. Consequently, our non-GAAP earnings per share figures exclude these impacts to facilitate an evaluation of our current performance and comparisons to our past operating performance.
GAINS OR LOSSES FROM DIVESTITURE
We divested ISecG in Q2 2017 and Wind River in Q2 2018. We exclude gains or losses and related tax impacts resulting from divestitures when calculating certain non-GAAP measures. We believe making these adjustments facilitates a better evaluation of our current operating performance and comparisons to our past operating performance.
| | | | OTHER KEY INFORMATION | | 58 |
TAX REFORM ADJUSTMENT
We recognized a higher income tax expense in Q4 2017 as a result of Tax Reform and have made adjustments to the original estimate in 2018. We exclude the Q4 2017 provisional tax estimate and 2018 provisional tax adjustments relating to the transition tax on our previously untaxed foreign earnings and the remeasurement of our deferred income taxes to the new U.S. statutory tax rate for purposes of calculating certain non-GAAP measures. We believe making this adjustment facilitates a better evaluation of our current operating performance and comparisons to past operating results.
FREE CASH FLOW
We reference a non-GAAP financial measure of free cash flow, which is used by management when assessing our sources of liquidity, capital resources, and quality of earnings. We believe this non-GAAP financial measure is helpful to investors in understanding our capital requirements and provides an additional means to reflect the cash flow trends of our business.
Following are the reconciliations of our most comparable GAAP measures to our non-GAAP measures presented:
| | | | | | | | | | | | | | Years Ended
(In Millions, Except Per Share Amounts) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Operating income | | $ | 23,316 |
| | $ | 18,050 |
| | $ | 13,133 |
| | Deferred revenue write-down, net of cost of sales | | — |
| | — |
| | 64 |
| | Inventory valuation adjustments | | — |
| | 55 |
| | 387 |
| | Amortization of acquisition-related intangible assets | | 1,305 |
| | 1,089 |
| | 1,231 |
| | Other acquisition-related charges | | — |
| | 113 |
| | 100 |
| | Restructuring and other charges | | (72 | ) | | 384 |
| | 1,744 |
| | Non-GAAP operating income | | $ | 24,549 |
| | $ | 19,691 |
| | $ | 16,659 |
|
| | | | | | | | | | | | | | | Earnings per share - Diluted | | $ | 4.48 |
| | $ | 1.99 |
| | $ | 2.12 |
| | Deferred revenue write-down, net of cost of sales | | — |
| | — |
| | 0.01 |
| | Inventory valuation adjustments | | — |
| | 0.01 |
| | 0.08 |
| | Amortization of acquisition-related intangible assets | | 0.28 |
| | 0.22 |
| | 0.25 |
| | Other acquisition-related charges | | — |
| | 0.02 |
| | 0.02 |
| | Restructuring and other charges | | (0.02 | ) | | 0.08 |
| | 0.39 |
| | (Gains) losses from divestitures | | (0.11 | ) | | (0.08 | ) | | — |
| | Ongoing mark-to-market on marketable equity securities | | 0.03 |
| | — |
| | — |
| | Tax Reform | | (0.06 | ) | | 1.13 |
| | — |
| | Income tax effect | | (0.02 | ) | | 0.09 |
| | (0.15 | ) | | Non-GAAP earnings per share - Diluted | | $ | 4.58 |
| | $ | 3.46 |
| | $ | 2.72 |
|
| | | | | | | | | | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Dec 26,
2015 | | Dec 27,
2014 | | Net cash provided by operating activities | | $ | 29,432 |
| | $ | 22,110 |
| | $ | 21,808 |
| | $ | 19,018 |
| | $ | 20,418 |
| | Additions to property, plant and equipment | | (15,181 | ) | | (11,778 | ) | | (9,625 | ) | | (7,326 | ) | | (10,105 | ) | | Free cash flow | | $ | 14,251 |
| | $ | 10,332 |
| | $ | 12,183 |
| | $ | 11,692 |
| | $ | 10,313 |
| | | | | | | | | | | | | | Net cash used for investing activities | | $ | (11,239 | ) | | $ | (15,762 | ) | | $ | (25,817 | ) | | $ | (8,183 | ) | | $ | (9,905 | ) | | Net cash provided by (used for) financing activities | | $ | (18,607 | ) | | $ | (8,475 | ) | | $ | (5,739 | ) | | $ | 1,912 |
| | $ | (13,611 | ) |
| | | | OTHER KEY INFORMATION | | 59 |
PROPERTIES
As of December 29, 2018,26, 2020, our major facilities consisted of: | | | (Square Feet in Millions) | | United States | | Other Countries | | Total | (Square Feet in Millions) | | United
States | | Other
Countries | | Total | | Owned facilities | | 30.5 |
| | 22.2 |
| | 52.7 |
| Owned facilities | | 31 | | | 23 | | | 54 | | | Leased facilities | | 1.0 |
| | 6.6 |
| | 7.6 |
| Leased facilities | | 1 | | | 5 | | | 6 | | | Total facilities | | 31.5 |
| | 28.8 |
| | 60.3 |
| Total facilities | | 32 | | | 28 | | | 60 | |
Our principal executive offices are located in the U.S. and approximately half of our wafer manufacturing activities in 2018 were also located in the U.S. For more information on our wafer fabrication and our assembly and test facilities, see "Manufactured"Manufacturing Capital" within Fundamentals of Our Business. We believe that theThe facilities described above are suitable and adequate for our present purposes, and that the productive capacity in our facilities is being utilized or in the process of being prepared for utilization as we continue to invest capitalmake investments to meet demand.expand our manufacturing capacity.
We do not identify or allocate assets by operating segment, as they are interchangeable in nature and used by multiple operating segments. For information on net property, plant and equipment by country, see "Note 7:6: Other Financial Statement Details" within the Consolidated Financial Statements.Statements and Supplemental Details. MARKET FOR OUR COMMON STOCK
Market for Our Common Stock The principal U.S. market on which Intel’sIntel's common stock (symbol INTC) is traded is the Nasdaq Global Select Market. For dividend information, see "Financial Information by Quarter (Unaudited)" within the Consolidated Financial Statements.Statements and Supplemental Details. As of January 26, 2019,15, 2021, there were approximately 116,000107,222 registered holders of record of Intel’sIntel's common stock. A substantially greater number of holders of Intel common stock are "street name" or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. ISSUER PURCHASES OF EQUITY SECURITIES
Stock Performance Graph The graph and table that follow compare the cumulative TSR of Intel's common stock with the cumulative total return of the S&P 100 Index*, the S&P 500 Index*, the S&P 500 IT Index*, and the SOX Index*1 for the five years ended December 26, 2020. The cumulative returns shown on the graph are based on Intel's fiscal year. Comparison of Five-Year Cumulative Return for Intel, S&P 100 Index, S&P 500 Index, S&P 500 IT Index, and SOX Index | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended | | Dec 26, 2015 | | Dec 31, 2016 | | Dec 30, 2017 | | Dec 29, 2018 | | Dec 28, 2019 | | Dec 26, 2020 | | Intel Corporation | | $ | 100 | | | $ | 107 | | | $ | 140 | | | $ | 145 | | | $ | 192 | | | $ | 154 | | | | | | | | | | | | | | | | S&P 100 Index | | $ | 100 | | | $ | 110 | | | $ | 135 | | | $ | 128 | | | $ | 172 | | | $ | 205 | | | S&P 500 Index | | $ | 100 | | | $ | 111 | | | $ | 135 | | | $ | 128 | | | $ | 171 | | | $ | 199 | | | S&P 500 IT Index | | $ | 100 | | | $ | 113 | | | $ | 157 | | | $ | 155 | | | $ | 235 | | | $ | 335 | | | SOX Index | | $ | 100 | | | $ | 137 | | | $ | 193 | | | $ | 180 | | | $ | 297 | | | $ | 447 | |
1 The graph and table assume that $100 was invested on the last day of trading for the fiscal year ended December 26, 2015 in Intel's common stock, the S&P 100 Index, S&P 500 Index, S&P 500 IT Index, and PHLX Semiconductor Sector Index (SOX), and that all dividends were reinvested.
Issuer Purchases of Equity Securities We have an ongoing authorization, originally approved by our Board of Directors in 2005, and subsequently amended, to repurchase shares of our common stock in open market or negotiated transactions. In March 2020, we suspended stock repurchases in light of the COVID-19 pandemic. In August 2020, we entered into ASR agreements to repurchase $10.0 billion of our common stock and these agreements were settled in December 2020. As of December 29, 2018,26, 2020, we were authorized to repurchase up to $90.0$110.0 billion, of which $17.3$9.7 billion remained available. This amount includes an increase of $15.0 billion in the authorization limit approved by our Board of Directors in November 2018. Common stock repurchase activity under our publicly announced stock repurchase program during each quarter of 20182020 was as follows: | | | | | | | | | | | | | | Period | | Total Number of Shares Purchased (In Millions) | | Average Price Paid Per Share | | Dollar Value of Shares That May Yet Be Purchased Under the Program (In Millions) | | December 31, 2017 - March 31, 2018 | | 40.8 |
| | $ | 47.93 |
| | $ | 11,237 |
| | April 1, 2018 - June 30, 2018 | | 75.9 |
| | $ | 52.87 |
| | $ | 7,224 |
| | July 1, 2018 - September 29, 2018 | | 50.1 |
| | $ | 49.83 |
| | $ | 4,728 |
| | September 30, 2018 - December 29, 2018 | | 50.6 |
| | $ | 47.38 |
| | $ | 17,333 |
| | Total | | 217.3 |
| |
|
| | |
| | | | | | | | | | | | | | | | | | | | | | Period | | Total Number of
Shares Purchased
(In Millions) | | Average Price
Paid Per Share | | Dollar Value of
Shares That May
Yet Be Purchased Under the Program
(In Millions) | | December 29, 2019 - March 28, 2020 | | 71.4 | | | $ | 57.60 | | | $ | 19,658 | | | March 29, 2020 - June 27, 2020 | | — | | | $ | — | | | $ | 19,658 | | | June 28, 2020 - September 26, 2020 | | | | | | | Accelerated Share Repurchases1 | | 165.5 | | | $ | 49.20 | | | $ | 9,658 | | | September 27, 2020 - December 26, 2020 | | | | | | | Accelerated Share Repurchases1 | | 37.7 | | | $ | 49.20 | | | $ | 9,658 | | | Total | | 274.6 | | | | | |
Common stock repurchase activity under our stock repurchase program during Q4 20182020 was as follows: | | | | | | | | | | | | | | | | | | | | | | Period | | Total Number of
Shares Purchased
(In Millions) | | Average Price
Paid Per Share | | Dollar Value of
Shares That May
Yet Be Purchased Under the Program
(In Millions) | | September 27, 2020 - October 24, 2020 | | — | | | $ | — | | | $ | 9,658 | | | October 25, 2020 - November 21, 2020 | | — | | | $ | — | | | $ | 9,658 | | | November 22, 2020 - December 26, 2020 | | | | | | | Accelerated Share Repurchases1 | | 37.7 | | | $ | 49.20 | | | $ | 9,658 | | | Total | | 37.7 | | | | | |
| | | | | | | | | | | | | | Period | | Total Number
of Shares
Purchased
(In Millions) | | Average Price
Paid Per Share | | Dollar Value of
Shares That May
Yet Be Purchased
Under the
Program
(In Millions) | | September 30, 2018 - October 27, 2018 | | — |
| | $ | — |
| | $ | 19,728 |
| | October 28, 2018 - November 24, 2018 | | 21.3 |
| | $ | 47.71 |
| | $ | 18,714 |
| | November 25, 2018 - December 29, 2018 | | 29.3 |
| | $ | 47.15 |
| | $ | 17,333 |
| | Total | | 50.6 |
| | | | |
| | | | OTHER KEY INFORMATION | | 60 |
$10.0 billion and received an aggregate initial share delivery of 165.5 million shares of our common stock, which were immediately retired. We received and immediately retired an additional 37.7 million shares upon settlement of the ASR agreements in December 2020. In total, 203.2 million shares were repurchased under the ASR agreements at an average repurchase price per share of $49.20.
We issue RSUs as part of our equity incentive plans. In our consolidated financial statements,Consolidated Financial Statements, we treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase plan,program and accordingly are not included in the common stock repurchase totals inexcluded from the preceding table. AVAILABILITY OF COMPANY INFORMATION
Information About Our Executive Officers | | | | | | | | | | | | | | | Name Current Title | | Age | | Experience | | Gregory M. Bryant | | 52 | | Mr. Bryant is our Executive Vice President and General Manager of the Client Computing Group, leading strategy and product development for client computing end-user solutions, including notebooks, desktops, and client adjacencies. Mr. Bryant served as Senior Vice President and General Manager of CCG from June 2017 to September 2019. From January 2015 to June 2017, he served as Corporate Vice President and General Manager of the Connected Home and Commercial Client Group within CCG. Prior to that, he was Vice President and General Manager for the Asia Pacific and Japan region, based in Hong Kong from 2012 to 2015. From 2010 to 2012, he was a Vice President in the Sales and Marketing Group located in Beijing, China, and from 2007 to 2010, he was a Vice President in the Digital Enterprise Group. Mr. Bryant joined Intel in 1992 and has also held engineering, operations, and director roles in Intel's information technology organization. | | Executive Vice President and General Manager, Client Computing Group | | | | | | | | | | | | | | | | | | George S. Davis | | 63 | | Mr. Davis joined Intel in April 2019 as our Executive Vice President and Chief Financial Officer. He oversees Intel's global finance and information technology organizations, as well as its M&A function. Prior to joining Intel, Mr. Davis was Executive Vice President and Chief Financial Officer of Qualcomm, a global provider of wireless technologies, from March 2013 to April 2019, where he led the finance, information technology, and investor relations organizations. Mr. Davis was Chief Financial Officer of Applied Materials, Inc. from November 2006 to March 2013. He held several other leadership positions at Applied Materials from November 1999 to November 2006. Prior to joining Applied Materials, Mr. Davis served for 19 years with Atlantic Richfield Company in a number of finance and other corporate positions. Mr. Davis serves on the board of trustees of the Old Globe Theatre. He is also a member of the Wall Street Journal CFO Council and a member of the USA Chapter of The Prince's Accounting for Sustainability Project CFO Leadership Network. | | Chief Financial Officer | | | | | | | | | | | | | | | | | | Steven R. Rodgers | | 55 | | Mr. Rodgers has been our Executive Vice President and General Counsel since January 2017 and oversees our legal, government, and China groups. He previously led our legal and government groups as Senior Vice President and General Counsel from January 2015 to January 2017 and as Corporate Vice President and General Counsel from June 2014 to January 2015. Mr. Rodgers joined Intel in 2000 and has held a number of roles in our legal department, including Corporate Vice President and Deputy General Counsel from January 2014 until his appointment as Intel's fifth General Counsel in June 2014. Prior to joining Intel, he was a litigation partner at the firm of Brown & Bain, P.A. | | Executive Vice President and General Counsel | | | | | | | | | | | | | | | | | | Navin Shenoy | | 47 | | Mr. Shenoy oversees our DCG, IOTG, and PSG businesses and leads strategy and product development for most of our data-centric offerings, including server, network, storage, AI, Internet of Things, and FPGA products, across a range of use cases that include cloud computing, virtualization of network infrastructure, and AI adoption. Mr. Shenoy has served in this role since May 2017, and his organization was renamed the Data Platforms Group, from the Data Center Group, in November 2019. From May 2016 to May 2017, Mr. Shenoy was Senior Vice President and General Manager of CCG. From April 2012 to April 2016, he served as General Manager of the Mobility Client Platform Division, as Vice President from April 2012 until December 2014 and Corporate Vice President from January 2015 to May 2016. From October 2007 to April 2012, Mr. Shenoy served as Vice President and General Manager of our Asia-Pacific business. He joined Intel in 1995. | | Executive Vice President and General Manager, Data Platforms Group | | | | | | | | | | | | | | | | | | Robert ("Bob") H. Swan | | 60 | | Mr. Swan has served as our Chief Executive Officer and a member of our Board of Directors since January 2019. Prior to his current role, Mr. Swan served as our Executive Vice President, Chief Financial Officer from October 2016 until January 2019, and as our interim Chief Executive Officer from June 2018 until January 2019. Prior to joining Intel, Mr. Swan served as an Operating Partner at General Atlantic LLC, a private equity firm, from September 2015 to September 2016. He served as Senior Vice President, Finance and Chief Financial Officer of eBay Inc. from March 2006 to July 2015. Previously, Mr. Swan served as Executive Vice President, Chief Financial Officer of Electronic Data Systems Corporation, Executive Vice President, Chief Financial Officer of TRW Inc., as well as Chief Financial Officer, Chief Operating Officer, and Chief Executive Officer of Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric, serving for 15 years in numerous senior finance roles. Mr. Swan also serves on the board of directors of eBay. In January 2021, we announced that Mr. Swan would depart from the company and our Board of Directors effective as of February 15, 2021 and that Patrick ("Pat") Gelsinger would be appointed Chief Executive Officer and a member of our Board effective as of that date. | | Chief Executive Officer | | | | | | | | | | | |
Availability of Company Information Our Internet address is www.intel.com. We publish voluntary reports on our website that outline our performance with respect to corporate responsibility, including environmental, health, and safety compliance. We use our Investor Relations website, www.intc.com, as a routine channel for distribution of important information, including news releases, information about upcoming webcasts, analyst presentations, financial information, corporate governance practices, and corporate responsibility information. We post our filings at www.intc.com/secwww.intc.com the same day they are electronically filed with, or furnished to, the SEC, including our annual and quarterly reports on Forms 10-K and 10-Q and current reports on Form 8-K; our proxy statements; and any amendments to those reports or statements. We post our quarterly and annual earnings results at www.intc.com/results.cfmwww.intc.com, and do not distribute our financial results via a news wire service. All such postings and filings are available on our Investor Relations website free of charge. In addition, our Investor Relations website allows interested persons to sign up to automatically receive e-mail alerts when we post financial information. The SEC’s website, www.sec.gov, contains reports, proxyinformation and issue press releases, and to receive information statements, and other information regarding issuers that file electronically with the SEC. about upcoming events. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.
| | | | | | | | | OTHER KEY INFORMATION | Other Key Information | 6169 |
Financial Statements and Supplemental Details
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 STATEMENTSIndex to Consolidated Financial Statements | Page | | Reports of Independent Registered Public Accounting Firm | | | | | Consolidated Statements of Income | | | Consolidated Statements of Comprehensive Income | | | Consolidated Balance Sheets | | | Consolidated Statements of Cash Flows | | Consolidated Statements of Stockholders’Stockholders' Equity | | | | | Notes to Consolidated Financial Statements | | | | | Basis | | | Note 1: Basis of Presentation | | | Note 2: Accounting Policies | | | | | Performance and Operations | | Note 3: Recent Accounting StandardsOperating Segments | | Performance and Operations | | Note 4: Operating SegmentsEarnings Per Share | | Note 5: Earnings Per ShareContract Liabilities | | Note 6: Contract Liabilities | | Note 7: Other Financial Statement Details | | Note 8:7: Restructuring and Other Charges | | Note 9:8: Income Taxes | | | Investments, Long-term Assets, and Debt | | Note 10:9: Investments | | Note 11:10: Acquisitions and Divestitures | | Note 12:11: Goodwill | | Note 13:12: Identified Intangible Assets | | | | Note 14: Other Long-Term Assets13: Borrowings | | Note 15: Borrowings14: Fair Value | | Note 16: Fair Value | | | Risk Management and Other | | Note 17:15: Other Comprehensive Income (Loss) | | Note 18:16: Derivative Financial Instruments | | Note 19:17: Retirement Benefit Plans | | Note 20:18: Employee Equity Incentive Plans | | Note 21:19: Commitments and Contingencies | | | Key Terms | | INDEX TO SUPPLEMENTAL DETAILS | | | Index to Supplemental Details | | | Financial Information by Quarter | | | Controls and Procedures | | Exhibits and Financial Statement Schedules | | | Form 10-K Cross-Reference Index | |
| | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm | | | |
TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF INTEL CORPORATIONTo the Stockholders and the Board of Directors of Intel Corporation
Opinion on the Financial Statements We have audited the accompanying consolidated balance sheetsConsolidated Balance Sheets of Intel Corporation (the Company) as of December 29, 201826, 2020 and December 30, 2017,28, 2019, the related consolidated statementsConsolidated Statements of income, comprehensive income, cash flowsIncome, Comprehensive Income, Cash Flows and stockholders' equityStockholders' Equity for each of the three years in the period ended December 29, 2018,26, 2020, and the related notes and Schedule II - Valuation and Qualifying Accounts (collectively referred to as the "consolidated financial statements""Consolidated Financial Statements"). In our opinion, the consolidated financial statementsConsolidated Financial Statements present fairly, in all material respects, the financial position of the Company at December 29, 201826, 2020 and December 30, 2017,28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2018,26, 2020, 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’sCompany's internal control over financial reporting as of December 29, 2018,26, 2020, 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 February 1, 2019January 21, 2021 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 U.S. 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.
| | | | | | | | | | | Inventory Valuation | | | | | Description of the Matter | | The Company's net inventory totaled $8.4 billion as of December 26, 2020, representing 5.5% 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 lower of cost or net realizable value and excess and obsolete inventory reserves 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 Audit | | 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 calculation of lower of cost or net realizable value reserves including related estimated costs and selling prices, and the determination of demand forecasts and related application against on hand inventory. | | | | Our audit procedures included, among others, testing the significant assumptions (e.g., estimated product costs and selling prices, and product demand forecasts) and 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 February 1, 2019January 21, 2021
| | | | | | | | | AUDITOR'S REPORTS | Auditor's Reports | 6372 |
| | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMReport of Independent Registered Public Accounting Firm | | | |
TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF INTEL CORPORATIONTo the Stockholders and the Board of Directors of Intel Corporation
Opinion on Internal Control Over Financial Reporting We have audited Intel Corporation’sCorporation's internal control over financial reporting as of December 29, 2018,26, 2020, 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 29, 2018,26, 2020, 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 2018 consolidated financial statements2020 Consolidated Financial Statements of the Company and our report dated February 1, 2019January 21, 2021 expressed an unqualified opinion thereon.
Basis for Opinion The Company’sCompany'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‘scompany'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’scompany'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 February 1, 2019
January 21, 2021
| | | | | | | | | AUDITOR'S REPORTS | Auditor's Reports | 6473 |
| | | | | | CONSOLIDATED STATEMENTS OF INCOMEConsolidated Statements of Income | | | |
| | Years Ended
(In Millions, Except Per Share Amounts) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | Years Ended (In Millions, Except Per Share Amounts) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Net revenue | | $ | 70,848 |
| | $ | 62,761 |
| | $ | 59,387 |
| Net revenue | | $ | 77,867 | | | $ | 71,965 | | | $ | 70,848 | | | Cost of sales | | 27,111 |
| | 23,663 |
| | 23,154 |
| Cost of sales | | 34,255 | | | 29,825 | | | 27,111 | | | Gross margin | | 43,737 |
| | 39,098 |
| | 36,233 |
| Gross margin | | 43,612 | | | 42,140 | | | 43,737 | | | Research and development | | 13,543 |
| | 13,035 |
| | 12,685 |
| Research and development | | 13,556 | | | 13,362 | | | 13,543 | | | Marketing, general and administrative | | 6,750 |
| | 7,452 |
| | 8,377 |
| Marketing, general and administrative | | 6,180 | | | 6,350 | | | 6,950 | | | Restructuring and other charges | | (72 | ) | | 384 |
| | 1,744 |
| Restructuring and other charges | | 198 | | | 393 | | | (72) | | | Amortization of acquisition-related intangibles | | 200 |
| | 177 |
| | 294 |
| | | | Operating expenses | | 20,421 |
| | 21,048 |
| | 23,100 |
| Operating expenses | | 19,934 | | | 20,105 | | | 20,421 | | | Operating income | | 23,316 |
| | 18,050 |
| | 13,133 |
| Operating income | | 23,678 | | | 22,035 | | | 23,316 | | | Gains (losses) on equity investments, net | | (125 | ) | | 2,651 |
| | 506 |
| Gains (losses) on equity investments, net | | 1,904 | | | 1,539 | | | (125) | | | Interest and other, net | | 126 |
| | (349 | ) | | (703 | ) | Interest and other, net | | (504) | | | 484 | | | 126 | | | Income before taxes | | 23,317 |
| | 20,352 |
| | 12,936 |
| Income before taxes | | 25,078 | | | 24,058 | | | 23,317 | | | Provision for taxes | | 2,264 |
| | 10,751 |
| | 2,620 |
| Provision for taxes | | 4,179 | | | 3,010 | | | 2,264 | | | Net income | | $ | 21,053 |
| | $ | 9,601 |
| | $ | 10,316 |
| Net income | | $ | 20,899 | | | $ | 21,048 | | | $ | 21,053 | | | Earnings per share - Basic | | $ | 4.57 |
| | $ | 2.04 |
| | $ | 2.18 |
| | | Earnings per share - Diluted | | $ | 4.48 |
| | $ | 1.99 |
| | $ | 2.12 |
| | | Earnings per share—basic | | Earnings per share—basic | | $ | 4.98 | | | $ | 4.77 | | | $ | 4.57 | | | Earnings per share—diluted | | Earnings per share—diluted | | $ | 4.94 | | | $ | 4.71 | | | $ | 4.48 | | | | Weighted average shares of common stock outstanding: | | | | | | | Weighted average shares of common stock outstanding: | | | Basic | | 4,611 |
| | 4,701 |
| | 4,730 |
| Basic | | 4,199 | | | 4,417 | | | 4,611 | | | Diluted | | 4,701 |
| | 4,835 |
| | 4,875 |
| Diluted | | 4,232 | | | 4,473 | | | 4,701 | |
See accompanying notes.
| | | | | | | | | | | | | Financial Statements | Consolidated Statements of Income | 74 |
| | | | | | | Consolidated Statements of Comprehensive Income | | | |
| | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Net income | | $ | 20,899 | | | $ | 21,048 | | | $ | 21,053 | | | Changes in other comprehensive income, net of tax: | | | | | | | | | | | | | | | | | | | | | | Net unrealized holding gains (losses) on derivatives | | 677 | | | 177 | | | (253) | | | Actuarial valuation and other pension benefits (expenses), net | | (183) | | | (564) | | | 210 | | | Translation adjustments and other | | 35 | | | 81 | | | (3) | | | Other comprehensive income (loss) | | 529 | | | (306) | | | (46) | | | Total comprehensive income | | $ | 21,428 | | | $ | 20,742 | | | $ | 21,007 | |
See accompanying notes. | | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Consolidated Statements of Comprehensive Income | 6575 |
| | | | | | | Consolidated Balance Sheets | | | | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Net income | | $ | 21,053 |
| | $ | 9,601 |
| | $ | 10,316 |
| Changes in other comprehensive income, net of tax:
| | | | | | | | Net unrealized holding gains (losses) on available-for-sale equity investments | | — |
| | (434 | ) | | 415 |
| | Net unrealized holding gains (losses) on derivatives | | (253 | ) | | 365 |
| | 7 |
| | Actuarial valuation and other pension benefits (expenses), net | | 210 |
| | 317 |
| | (364 | ) | | Translation adjustments and other | | (3 | ) | | 508 |
| | (12 | ) | | Other comprehensive income (loss) | | (46 | ) | | 756 |
| | 46 |
| | Total comprehensive income | | $ | 21,007 |
| | $ | 10,357 |
| | $ | 10,362 |
|
| | | | | | | | | | | | | | | | (In Millions, Except Par Value) | | Dec 26, 2020 | | Dec 28, 2019 | | Assets | | | | | | Current assets: | | | | | | Cash and cash equivalents | | $ | 5,865 | | | $ | 4,194 | | | Short-term investments | | 2,292 | | | 1,082 | | | Trading assets | | 15,738 | | | 7,847 | | | Accounts receivable, net of allowance for doubtful accounts | | 6,782 | | | 7,659 | | | Inventories | | 8,427 | | | 8,744 | | | | | | | | Assets held for sale | | 5,400 | | | 0 | | | Other current assets | | 2,745 | | | 1,713 | | | Total current assets | | 47,249 | | | 31,239 | | | | | | | | Property, plant and equipment, net | | 56,584 | | | 55,386 | | | Equity investments | | 5,152 | | | 3,967 | | | Other long-term investments | | 2,192 | | | 3,276 | | | Goodwill | | 26,971 | | | 26,276 | | | Identified intangible assets, net | | 9,026 | | | 10,827 | | | Other long-term assets | | 5,917 | | | 5,553 | | | Total assets | | $ | 153,091 | | | $ | 136,524 | | | | | | | | Liabilities, temporary equity, and stockholders' equity | | | | | | Current liabilities: | | | | | | Short-term debt | | $ | 2,504 | | | $ | 3,693 | | | Accounts payable | | 5,581 | | | 4,128 | | | Accrued compensation and benefits | | 3,999 | | | 3,853 | | | | | | | | | | | | | | | | | | Other accrued liabilities | | 12,670 | | | 10,636 | | | Total current liabilities | | 24,754 | | | 22,310 | | | | | | | | Debt | | 33,897 | | | 25,308 | | | Contract liabilities | | 1,367 | | | 1,368 | | | Income taxes payable | | 4,578 | | | 4,919 | | | Deferred income taxes | | 3,843 | | | 2,044 | | | Other long-term liabilities | | 3,614 | | | 2,916 | | | Commitments and Contingencies (Note 19) | | 0 | | 0 | | Temporary equity | | 0 | | | 155 | | | Stockholders' equity: | | | | | | Preferred stock, $0.001 par value, 50 shares authorized; none issued | | 0 | | | 0 | | | Common stock, $0.001 par value, 10,000 shares authorized; 4,062 shares issued and outstanding (4,290 issued and outstanding in 2019) and capital in excess of par value | | 25,556 | | | 25,261 | | | Accumulated other comprehensive income (loss) | | (751) | | | (1,280) | | | Retained earnings | | 56,233 | | | 53,523 | | | Total stockholders' equity | | 81,038 | | | 77,504 | | | Total liabilities, temporary equity, and stockholders' equity | | $ | 153,091 | | | $ | 136,524 | |
See accompanying notes.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Consolidated Statements of Comprehensive IncomeBalance Sheets | 6676 |
| | | | | | CONSOLIDATED BALANCE SHEETSConsolidated Statements of Cash Flows | | | |
| | | | | | | | | |
(In Millions, Except Par Value) | | Dec 29,
2018 | | Dec 30,
2017 | | Assets | | | | | | Current assets: | | | | | | Cash and cash equivalents | | $ | 3,019 |
| | $ | 3,433 |
| | Short-term investments | | 2,788 |
| | 1,814 |
| | Trading assets | | 5,843 |
| | 8,755 |
| | Accounts receivable, net of allowance for doubtful accounts of $33 ($25 in 2017) | | 6,722 |
| | 5,607 |
| | Inventories | | 7,253 |
| | 6,983 |
| | Other current assets | | 3,162 |
| | 2,908 |
| | Total current assets | | 28,787 |
| | 29,500 |
| | | | | | | | Property, plant and equipment, net | | 48,976 |
| | 41,109 |
| | Equity investments | | 6,042 |
| | 8,579 |
| | Other long-term investments | | 3,388 |
| | 3,712 |
| | Goodwill | | 24,513 |
| | 24,389 |
| | Identified intangible assets, net | | 11,836 |
| | 12,745 |
| | Other long-term assets | | 4,421 |
| | 3,215 |
| | Total assets | | $ | 127,963 |
| | $ | 123,249 |
| | | | | | | | Liabilities, temporary equity, and stockholders’ equity | | | | | | Current liabilities: | | | | | | Short-term debt | | $ | 1,261 |
| | $ | 1,776 |
| | Accounts payable | | 3,824 |
| | 2,928 |
| | Accrued compensation and benefits | | 3,622 |
| | 3,526 |
| | Deferred income | | — |
| | 1,656 |
| | Other accrued liabilities | | 7,919 |
| | 7,535 |
| | Total current liabilities | | 16,626 |
| | 17,421 |
| | | | | | | | Debt | | 25,098 |
| | 25,037 |
| | Contract liabilities | | 2,049 |
| | — |
| | Income taxes payable, non-current | | 4,897 |
| | 4,069 |
| | Deferred income taxes | | 1,665 |
| | 3,046 |
| | Other long-term liabilities | | 2,646 |
| | 3,791 |
| | Commitments and Contingencies (Note 21) | |
| |
| | Temporary equity | | 419 |
| | 866 |
| | Stockholders’ equity: | | | | | | Preferred stock, $0.001 par value, 50 shares authorized; none issued | | — |
| | — |
| | Common stock, $0.001 par value, 10,000 shares authorized; 4,516 shares issued and outstanding (4,687 issued and outstanding in 2017) and capital in excess of par value | | 25,365 |
| | 26,074 |
| | Accumulated other comprehensive income (loss) | | (974 | ) | | 862 |
| | Retained earnings | | 50,172 |
| | 42,083 |
| | Total stockholders’ equity | | 74,563 |
| | 69,019 |
| | Total liabilities, temporary equity, and stockholders’ equity | | $ | 127,963 |
| | $ | 123,249 |
|
| | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Cash and cash equivalents, beginning of period | | $ | 4,194 | | | $ | 3,019 | | | $ | 3,433 | | | Cash flows provided by (used for) operating activities: | | | | | | | | Net income | | 20,899 | | | 21,048 | | | 21,053 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | Depreciation | | 10,482 | | | 9,204 | | | 7,520 | | | Share-based compensation | | 1,854 | | | 1,705 | | | 1,546 | | | | | | | | | | | | | | | | | Amortization of intangibles | | 1,757 | | | 1,622 | | | 1,565 | | | (Gains) losses on equity investments, net | | (1,757) | | | (892) | | | 155 | | | | | | | | | | (Gains) losses on divestitures | | (30) | | | (690) | | | (497) | | | | | | | | | | Changes in assets and liabilities: | | | | | | | | Accounts receivable | | 883 | | | (935) | | | (1,714) | | | Inventories | | (687) | | | (1,481) | | | (214) | | | Accounts payable | | 412 | | | 696 | | | 211 | | | Accrued compensation and benefits | | 463 | | | 91 | | | (260) | | | Prepaid supply agreements | | (181) | | | (782) | | | 1,367 | | | Income taxes | | 1,620 | | | 885 | | | (1,601) | | | Other assets and liabilities | | (331) | | | 2,674 | | | 301 | | | Total adjustments | | 14,485 | | | 12,097 | | | 8,379 | | | Net cash provided by operating activities | | 35,384 | | | 33,145 | | | 29,432 | | | Cash flows provided by (used for) investing activities: | | | | | | | | Additions to property, plant and equipment | | (14,259) | | | (16,213) | | | (15,181) | | | Additions to held for sale NAND property, plant and equipment | | (194) | | | 0 | | | 0 | | | Acquisitions, net of cash acquired | | (837) | | | (1,958) | | | (190) | | | Purchases of available-for-sale debt investments | | (6,862) | | | (2,268) | | | (3,843) | | | | | | | | | | Maturities and sales of available-for-sale debt investments | | 6,781 | | | 4,226 | | | 3,163 | | | Purchases of trading assets | | (22,377) | | | (9,162) | | | (9,503) | | | Maturities and sales of trading assets | | 15,377 | | | 7,178 | | | 12,111 | | | | | | | | | | | | | | | | | Purchases of equity investments | | (720) | | | (522) | | | (874) | | | Sales of equity investments | | 910 | | | 2,688 | | | 2,802 | | | | | | | | | | Proceeds from divestitures | | 123 | | | 911 | | | 548 | | | Other investing | | 1,262 | | | 715 | | | (272) | | | Net cash used for investing activities | | (20,796) | | | (14,405) | | | (11,239) | | | Cash flows provided by (used for) financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of term debt, net of issuance costs | | 10,247 | | | 3,392 | | | 423 | | | Repayment of term debt and debt conversions | | (4,525) | | | (2,627) | | | (3,026) | | | Proceeds from sales of common stock through employee equity incentive plans | | 897 | | | 750 | | | 555 | | | Repurchase of common stock | | (14,229) | | | (13,576) | | | (10,730) | | | | | | | | | | | | | | | | | Payment of dividends to stockholders | | (5,568) | | | (5,576) | | | (5,541) | | | | | | | | | | | | | | | | | | | | | | | | Other financing | | 261 | | | 72 | | | (288) | | | Net cash provided by (used for) financing activities | | (12,917) | | | (17,565) | | | (18,607) | | | | | | | | | | Net increase (decrease) in cash and cash equivalents | | 1,671 | | | 1,175 | | | (414) | | | Cash and cash equivalents, end of period | | $ | 5,865 | | | $ | 4,194 | | | $ | 3,019 | | | Supplemental disclosures: | | | | | | | | Acquisition of property, plant and equipment included in accounts payable and accrued liabilities | | 2,973 | | | $ | 1,761 | | | $ | 2,340 | | | | | | | | | | | | | | | | | Cash paid during the year for: | | | | | | | | Interest, net of capitalized interest | | 594 | | | $ | 469 | | | $ | 448 | | | Income taxes, net of refunds | | 2,436 | | | $ | 2,110 | | | $ | 3,813 | |
See accompanying notes.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Consolidated Balance SheetsStatements of Cash Flows | 6777 |
| | | | | | CONSOLIDATED STATEMENTS OF CASH FLOWSConsolidated Statements of Stockholders' Equity | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock and Capital
in Excess of Par Value | | Accumulated
Other
Comprehensive
Income (Loss) | | Retained
Earnings | | Total | | (In Millions, Except Per Share Amounts) | | Number of
Shares | | Amount | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 20171 | | 4,687 | | | $ | 26,074 | | | $ | (928) | | | $ | 44,507 | | | $ | 69,653 | | | Components of comprehensive income, net of tax: | | | | | | | | | | | | Net income | | — | | | — | | — | | 21,053 | | | 21,053 | | | Other comprehensive income (loss) | | — | | | — | | (46) | | | — | | (46) | | | Total comprehensive income | | | | | | | | | | 21,007 | | Employee equity incentive plans and other2 | | 56 | | | 424 | | | — | | 0 | | 424 | | | Share-based compensation | | — | | | 1,548 | | | — | | — | | 1,548 | | | Temporary equity reduction | | — | | | 447 | | | — | | — | | 447 | | | Convertible debt | | — | | | (1,591) | | | — | | — | | (1,591) | | | Repurchase of common stock | | (217) | | | (1,208) | | | — | | (9,650) | | | (10,858) | | | Restricted stock unit withholdings | | (10) | | | (329) | | | — | | (197) | | | (526) | | | Cash dividends declared ($1.20 per share of common stock) | | — | | | — | | — | | (5,541) | | | (5,541) | | | Balance as of December 29, 2018 | | 4,516 | | | 25,365 | | | (974) | | | 50,172 | | | 74,563 | | | Components of comprehensive income, net of tax: | | | | | | | | | | | | Net income | | — | | | — | | — | | 21,048 | | | 21,048 | | | Other comprehensive income (loss) | | — | | | — | | (306) | | | — | | (306) | | | Total comprehensive income | | | | | | | | | | 20,742 | | | Employee equity incentive plans and other | | 55 | | | 892 | | | — | | — | | | 892 | | | Share-based compensation | | — | | | 1,705 | | | — | | — | | 1,705 | | | Temporary equity reduction | | — | | | 265 | | | — | | | — | | 265 | | | Convertible debt | | — | | | (1,032) | | | — | | — | | (1,032) | | | Repurchase of common stock | | (272) | | | (1,592) | | | — | | (11,973) | | | (13,565) | | | Restricted stock unit withholdings | | (9) | | | (342) | | | — | | (146) | | | (488) | | | Cash dividends declared ($1.26 per share of common stock) | | — | | | — | | — | | (5,578) | | | (5,578) | | | Balance as of December 28, 2019 | | 4,290 | | | 25,261 | | | (1,280) | | | 53,523 | | | 77,504 | | | | | | | | | | | | | | | | | | | | | | | | | Components of comprehensive income, net of tax: | | | | | | | | | | | | Net income | | — | | | — | | — | | 20,899 | | | 20,899 | | | Other comprehensive income (loss) | | — | | | — | | 529 | | | — | | 529 | | | Total comprehensive income | | | | | | | | | | 21,428 | | | Employee equity incentive plans and other | | 55 | | | 1,018 | | | — | | — | | | 1,018 | | | Share-based compensation | | — | | | 1,854 | | | — | | — | | 1,854 | | | Temporary equity reduction | | — | | | 155 | | | — | | — | | 155 | | | Convertible debt | | — | | | (750) | | | — | | — | | (750) | | | Repurchase of common stock | | (275) | | | (1,628) | | | — | | (12,481) | | | (14,109) | | | Restricted stock unit withholdings | | (8) | | | (354) | | | — | | (140) | | | (494) | | | Cash dividends declared ($1.32 per share of common stock) | | — | | | — | | — | | (5,568) | | | (5,568) | | | Balance as of December 26, 2020 | | 4,062 | | | $ | 25,556 | | | $ | (751) | | | $ | 56,233 | | | $ | 81,038 | |
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Cash and cash equivalents, beginning of period | | $ | 3,433 |
| | $ | 5,560 |
| | $ | 15,308 |
| | Cash flows provided by (used for) operating activities: | | | | | | | | Net income | | 21,053 |
| | 9,601 |
| | 10,316 |
| | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | Depreciation | | 7,520 |
| | 6,752 |
| | 6,266 |
| | Share-based compensation | | 1,546 |
| | 1,358 |
| | 1,444 |
| | Amortization of intangibles | | 1,565 |
| | 1,377 |
| | 1,524 |
| | (Gains) losses on equity investments, net | | 155 |
| | (2,583 | ) | | (432 | ) | | Loss on debt conversion and extinguishment | | 260 |
| | 476 |
| | — |
| | (Gains) losses on divestitures | | (497 | ) | | (387 | ) | | — |
| | Deferred taxes | | (1,749 | ) | | 1,548 |
| | 257 |
| | Changes in assets and liabilities: | | | | | | | | Accounts receivable | | (1,714 | ) | | (781 | ) | | 65 |
| | Inventories | | (214 | ) | | (1,300 | ) | | 119 |
| | Accounts payable | | 211 |
| | 191 |
| | 182 |
| | Accrued compensation and benefits | | (260 | ) | | 311 |
| | 291 |
| | Customer deposits and prepaid supply agreements | | 1,367 |
| | 1,105 |
| | — |
| | Income taxes payable and receivable | | 148 |
| | 5,230 |
| | 1,382 |
| | Other assets and liabilities | | 41 |
| | (788 | ) | | 394 |
| | Total adjustments | | 8,379 |
| | 12,509 |
| | 11,492 |
| | Net cash provided by operating activities | | 29,432 |
| | 22,110 |
| | 21,808 |
| | Cash flows provided by (used for) investing activities: | | | | | | | | Additions to property, plant and equipment | | (15,181 | ) | | (11,778 | ) | | (9,625 | ) | | Acquisitions, net of cash acquired | | (190 | ) | | (14,499 | ) | | (15,470 | ) | | Purchases of available-for-sale debt investments | | (3,843 | ) | | (2,746 | ) | | (9,269 | ) | | Sales of available-for-sale debt investments | | 195 |
| | 1,833 |
| | 2,847 |
| | Maturities of available-for-sale debt investments | | 2,968 |
| | 3,687 |
| | 5,654 |
| | Purchases of trading assets | | (9,503 | ) | | (13,700 | ) | | (12,237 | ) | | Maturities and sales of trading assets | | 12,111 |
| | 13,970 |
| | 10,898 |
| | Purchases of equity investments | | (874 | ) | | (1,619 | ) | | (963 | ) | | Sales of equity investments | | 2,802 |
| | 5,236 |
| | 1,080 |
| | Proceeds from divestitures | | 548 |
| | 3,124 |
| | — |
| | Other investing | | (272 | ) | | 730 |
| | 1,268 |
| | Net cash used for investing activities | | (11,239 | ) | | (15,762 | ) | | (25,817 | ) | | Cash flows provided by (used for) financing activities: | | | | | | | | Increase (decrease) in short-term debt, net | | 460 |
| | 12 |
| | (15 | ) | | Issuance of long-term debt, net of issuance costs | | 423 |
| | 7,716 |
| | 2,734 |
| | Repayment of debt and debt conversion | | (3,026 | ) | | (8,080 | ) | | (1,500 | ) | | Proceeds from sales of common stock through employee equity incentive plans | | 555 |
| | 770 |
| | 1,108 |
| | Repurchase of common stock | | (10,730 | ) | | (3,615 | ) | | (2,587 | ) | | Payment of dividends to stockholders | | (5,541 | ) | | (5,072 | ) | | (4,925 | ) | | Other financing | | (748 | ) | | (206 | ) | | (554 | ) | | Net cash provided by (used for) financing activities | | (18,607 | ) | | (8,475 | ) | | (5,739 | ) | | Net increase (decrease) in cash and cash equivalents | | (414 | ) | | (2,127 | ) | | (9,748 | ) | | Cash and cash equivalents, end of period | | $ | 3,019 |
| | $ | 3,433 |
| | $ | 5,560 |
| | Supplemental disclosures: | |
| | | | | | Acquisition of property, plant and equipment included in accounts payable and accrued liabilities | | $ | 2,340 |
| | $ | 1,417 |
| | $ | 979 |
| | Non-marketable equity investment in McAfee from divestiture | | $ | — |
| | $ | 1,078 |
| | $ | — |
| | Cash paid during the year for: | | | | | | | | Interest, net of capitalized interest | | $ | 448 |
| | $ | 624 |
| | $ | 682 |
| | Income taxes, net of refunds | | $ | 3,813 |
| | $ | 3,824 |
| | $ | 877 |
|
2Includes approximately $375 million of non-controlling interest activity due to our acquisition of Mobileye in 2017, which was eliminated in 2018 due to purchase of remaining shares. See accompanying notes.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Consolidated Statements of Cash FlowsStockholders' Equity | 6878 |
| | CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY |
| | | | | | | | | | | | | | | | | | | | | | | | Common Stock and Capital
in Excess of Par Value | | Accumulated
Other
Comprehensive
Income (Loss) | | Retained
Earnings | | Total |
(In Millions, Except Per Share Amounts) | | Number of
Shares | | Amount | | | Balance as of December 26, 2015 | | 4,725 |
| | $ | 23,411 |
| | $ | 60 |
| | $ | 37,614 |
| | $ | 61,085 |
| | Components of comprehensive income, net of tax: | | | | | | | | | | | | Net income | | — |
| | — |
| | — |
| | 10,316 |
| | 10,316 |
| | Other comprehensive income (loss) | | — |
| | — |
| | 46 |
| | — |
| | 46 |
| | Total comprehensive income | | | | | | | | | | 10,362 |
| | Proceeds from sales of common stock through employee equity incentive plans, net tax benefit, and other | | 101 |
| | 1,322 |
| | — |
| | — |
| | 1,322 |
| | Share-based compensation | | — |
| | 1,438 |
| | — |
| | — |
| | 1,438 |
| | Repurchase of common stock | | (81 | ) | | (412 | ) | | — |
| | (2,180 | ) | | (2,592 | ) | | Restricted stock unit withholdings | | (15 | ) | | (386 | ) | | — |
| | (78 | ) | | (464 | ) | | Cash dividends declared ($1.04 per share of common stock) | | — |
| | — |
| | — |
| | (4,925 | ) | | (4,925 | ) | | Balance as of December 31, 2016 | | 4,730 |
| | 25,373 |
| | 106 |
| | 40,747 |
| | 66,226 |
| | Components of comprehensive income, net of tax: | | | | | | | | | | | | Net income | | — |
| | — |
| | — |
| | 9,601 |
| | 9,601 |
| | Other comprehensive income (loss) | | — |
| | — |
| | 756 |
| | — |
| | 756 |
| | Total comprehensive income | | | | | | | | | | 10,357 |
| Proceeds from sales of common stock through employee equity incentive plans, net excess tax benefit, and other 1 | | 70 |
| | 1,172 |
| | — |
| | (1 | ) | | 1,171 |
| | Share-based compensation | | — |
| | 1,296 |
| | — |
| | — |
| | 1,296 |
| | Convertible debt | | — |
| | (894 | ) | | — |
| | — |
| | (894 | ) | | Repurchase of common stock | | (101 | ) | | (552 | ) | | — |
| | (3,057 | ) | | (3,609 | ) | | Restricted stock unit withholdings | | (12 | ) | | (321 | ) | | — |
| | (135 | ) | | (456 | ) | | Cash dividends declared ($1.0775 per share of common stock) | | — |
| | — |
| | — |
| | (5,072 | ) | | (5,072 | ) | | Balance as of December 30, 2017 | | 4,687 |
| | 26,074 |
| | 862 |
| | 42,083 |
| | 69,019 |
| | Adjustment to opening balance for change in accounting principle | | — |
| | — |
| | (1,790 | ) | | 2,424 |
| | 634 |
| | Opening balance as of December 31, 2017 | | 4,687 |
| | 26,074 |
| | (928 | ) | | 44,507 |
| | 69,653 |
| | Components of comprehensive income, net of tax: | | | | | | | | | | | | Net income | | — |
| | — |
| | — |
| | 21,053 |
| | 21,053 |
| | Other comprehensive income (loss) | | — |
| | — |
| | (46 | ) | | — |
| | (46 | ) | | Total comprehensive income | | | | | | | | | | 21,007 |
| Proceeds from sales of common stock through employee equity incentive plans, net excess tax benefit, and other 1 | | 56 |
| | 424 |
| | — |
| | — |
| | 424 |
| | Share-based compensation | | — |
| | 1,548 |
| | — |
| | — |
| | 1,548 |
| | Temporary equity reduction | | — |
| | 447 |
| | — |
| | — |
| | 447 |
| | Convertible debt | | — |
| | (1,591 | ) | | — |
| | — |
| | (1,591 | ) | | Repurchase of common stock | | (217 | ) | | (1,208 | ) | | — |
| | (9,650 | ) | | (10,858 | ) | | Restricted stock unit withholdings | | (10 | ) | | (329 | ) | | — |
| | (197 | ) | | (526 | ) | | Cash dividends declared ($1.20 per share of common stock) | | — |
| | — |
| | — |
| | (5,541 | ) | | (5,541 | ) | | Balance as of December 29, 2018 | | 4,516 |
| | $ | 25,365 |
| | $ | (974 | ) | | $ | 50,172 |
| | $ | 74,563 |
|
| | 1
| Includes approximately $375 million of non-controlling interest activity due to our acquisition of Mobileye in 2017, which was eliminated in 2018 due to purchase of remaining shares. |
See accompanying notes.
| | | | FINANCIAL STATEMENTS | Notes to Consolidated Financial Statements of Stockholders' Equity | 69 |
| | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NOTE | | | | | | | Note 1 : | BASIS OF PRESENTATIONBasis of Presentation |
We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal years 20182020, 2019, and 20172018 were 52-week fiscal years. Fiscal year 2016 was a 53-week year with the first quarter of 2016 being a 14-week quarter. Our consolidated financial statementsConsolidated Financial Statements include the accounts of Intel Corporation (Intel) and our subsidiaries. We have eliminated intercompany accounts and transactions. We have reclassified certain prior period amounts to conform to current period presentation. USE OF ESTIMATESUse of Estimates
The preparation of consolidated financial statementsConsolidated Financial Statements in conformity with U.S. generally accepted accounting principles (GAAP)GAAP requires us to make estimates and judgments that affect the amounts reported in our consolidated financial statementsConsolidated Financial Statements and the accompanying notes. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. The actual results that we experience may differ materially from our estimates. | | | | | | NOTENote 2 : | ACCOUNTING POLICIESAccounting Policies |
REVENUE RECOGNITIONRevenue Recognition
We recognize net product revenue when we satisfy performance obligations as evidenced by the transfer of control of our products or services to customers. Substantially all of our revenue is derived from product sales. In accordance with contract terms, revenue for product sales is recognized at the time of product shipment from our facilities or delivery to the customer location, as determined by the agreed upon shipping terms. Prior to 2018, on sales made to distributors that allowed for price protections or right of return until the distributor sold through the merchandise, we deferred product revenue and related costs of sales. We include shipping charges billed to customers in net revenue, and include the related shipping costs in cost of sales. We measure revenue based on the amount of consideration we expect to be entitled to in exchange for products or services. Variable consideration is estimated and reflected as an adjustment to the transaction price. We determine variable consideration, which consists primarily of various sales price concessions, by estimating the most likely amount of consideration we expect to receive from the customer based on historical analysis of customer purchase volumes. Sales rebates earned by customers are offset against their receivable balances. Rebates earned by customers when they do not have outstanding receivable balances are recorded within other accrued liabilities. The impacts of distributor sales price reductions resulting from price protection agreements are also estimated based on historical analysis of such activity and are reflected as a reduction in net revenue. We make payments to our customers through cooperative advertising programs for marketing activities for certainsome of our products. We generally record the payment as a reduction in revenue in the period that the revenue is earned, unless the payment is for a distinct service, which we record as expense when the marketing activities occur. During the second half of 2017, we transitioned customers from previous offerings under the Intel Inside® program to cooperative advertising offerings more tailored to customers and their marketing audiences. These cooperative advertising costs are recorded as a reduction of revenue beginning in the second half of 2017, as we no longer meet the criteria for recording these as expense. INVENTORIESInventories
We compute inventory cost on a first-in, first-out basis. Our process and product development life cycle corresponds with substantive engineering milestones. These engineering milestones are regularly and consistently applied in assessing the point at which our activities and associated costs change in nature from research and development (R&D)R&D to cost of sales, and when cost of sales can be capitalized as inventory. For a product to be manufactured in high volumes and sold to our customers under our standard warranty, it must meet our rigorous technical quality specifications. This milestone is known as product release qualification (PRQ).PRQ. We have identified PRQ as the point at which the costs incurred to manufacture our products are included in the valuation of inventory. A single PRQ has previously valued inventory up to $870 million in the quarter the PRQ milestone was achieved. Prior to PRQ, costs that do not meet the criteria for R&D are included in cost of sales in the period incurred. If the point at which we estimate that inventory meets PRQ criteria changes in the future, the timing and recognition of costs would shift between R&D, inventory, and costs of sales. A single PRQ has previously ranged up to $770 million and is dependent on product type. The valuation of inventory includes determining which fixed production overhead costs can be included in inventory based on the normal capacity of our manufacturing and assembly and test facilities. We apply our historical loadings compared to our total available capacity in a statistical model to determine our normal capacity level. If the factory loadings are below the established normal capacity level, a portion of our fixed production overhead costs would not be included in the cost of inventory; instead, it would be recognized as cost of sales in that period. We refer to these costs as excess capacity charges. Excess capacity charges are insignificant in the years presented. Charges in certainyears prior yearsto those presented have ranged from $46 millionup to $1.1 billion. The high end of the range would be $540 million when excluding the $1.1 billion charge taken in connection with the 2009 economic recession.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 70 |
Inventory is valued at the lower of cost or net realizable value, based upon assumptions about future demand and market conditions. Product-specific facts and circumstances reviewed in the inventory valuation process include a review of our customer base, the stage of the product life cycle, variations in market pricing, and an assessment of selling price in relation to product cost. InventoryLower of cost or net realizable value inventory reserves increasedfluctuate as we ramp new process technologies with costs improving over time due to scale and improved yields. Additionally, inventory valuation is impacted by approximately $295 millioncyclical changes in 2018 compared to 2017.market conditions and the associated pricing environment. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 79 |
The valuation of inventory also requires us to estimate obsolete and excess inventory, as well as inventory that is not of saleablesalable quality. We use the demand forecast to develop our short-term manufacturing plans to enable consistency between inventory valuations and build decisions. For certain new products, we have limited historical data when developing these demand forecasts. We compare the estimate of future demand to work in process and finished goods inventory levels to determine the amount, if any, of obsolete or excess inventory. IfWhen our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, we could be required to write off amounts considered to be excess inventory. PROPERTY, PLANT AND EQUIPMENTProperty, Plant and Equipment
We compute depreciation using the straight-line method over the estimated useful life of assets. We also capitalize interest on borrowings related to eligible capital expenditures. Capitalized interest is added to the cost of qualified assets and depreciated together with that asset cost. We record capital-related government grants earned as a reduction to property, plant and equipment. Annually, weWe evaluate the period over which we expect to recover the economic value of our property, plant and equipment, considering factors such as the process technology cadence between node transitions, changes in machinery and equipment technology, and re-use of machinery and tools across each generation of process technology. As we make manufacturing process conversions and other factory planning decisions, we use assumptions involving the use of management judgments regarding the remaining useful lives of assets, primarily process-specific semiconductor manufacturing tools and building improvements. When we determine that the useful lives of assets are shorter or longer than we had originally estimated, we adjust the rate of depreciation to reflect the assets’assets' revised useful lives.
Assets are “grouped”"grouped" and evaluated for impairment at the lowest level of identifiable cash flows. We assess property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in our use and fungibility of the assets. We measure the recoverability of assets that we will continue to use in our operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows arising from the use of that asset grouping. If an asset grouping carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. We measure the impairment by comparing the difference between the asset grouping carrying value and its fair value. We may have certain facilities, included within construction in progress, being held in a safe state and not currently in use that we plan to place into service at a future date. The time at which these assets are placed into service depends on our existing manufacturing capacity, market demand for our products, and where we are in the transition of products on our roadmap. Management makes judgments about the timing of when these facilities will be readied for their intended use and placed into service for the manufacturing of our products. Depreciation is not recognized on these assets and they are not eligible for capitalized interest when construction is on hold.
FAIR VALUEFair Value
When determining fair value, we consider the principal or most advantageous market in which we would transact, as well as assumptions that market participants would use when pricing the asset or liability. Our financial assets are measured and recorded at fair value on a recurring basis, except for equity securities measured using the measurement alternative, equity method investments, cost method loans receivable, grants receivable, and reverse repurchase agreements with original maturities greater than three months. We assess fair value hierarchy levels for our issued debt and fixed-income investment portfolio based on the underlying instrument type. The three levels of inputs that may be used to measure fair value are: ▪Level 1.1.Quoted prices in active markets for identical assets or liabilities. We evaluate security-specific market data when determining whether a market is active. ▪Level 2.Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets, or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. We use LIBOR-based yield curves, overnight indexed swap curves, currency spot and forward rates, and credit ratings as significant inputs in our valuations. Level 2 inputs also include non-binding market consensus prices, as well as quoted prices that were adjusted for security-specific restrictions. When we use non-binding market consensus prices, we corroborate them with quoted market prices for similar instruments or compare them to output from internally developed pricing models such as discounted cash flow models. ▪Level 3.Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 71 |
DEBT INVESTMENTSDebt Investments
We consider all highly liquid debt investments with original maturities from the date of purchase of three months or less as cash equivalents. Cash equivalents can include investments such as corporate debt, financial institution instruments, government debt, and reverse repurchase agreements. Marketable debt investments are generally designated as trading assets when a market risk is economically hedged at inception with a related derivative instrument, or when the marketable debt investment itself is used to economically hedge currency exchange rate risk from remeasurement. Investments designated as trading assets are reported at fair value. Gains or losses on these investments arising from changes in fair value due to interest rate and currency market fluctuations and credit market volatility, largely offset by losses or gains on the related derivative instruments and balance sheet remeasurement, are recorded in interest and other, net. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 80 |
Marketable debt investments are considered available-for-sale investments when the interest rate and foreign currency risks are not hedged at the inception of the investment or when our criteria for designation as trading assets are not met. Available-for-sale debt investments with original maturities of approximately three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt investments with original maturities at the date of purchase greater than approximately three months and remaining maturities of less than one year are classified as short-term investments. Available-for-sale debt investments with remaining maturities beyond one year are classified as other long-term investments. Available-for-sale debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded in accumulated other comprehensive income (loss). We determine the cost of the investment sold based on an average cost basis at the individual security level, and record the interest income and realized gains or losses on the sale of these investments in interest and other, net. Our available-for-sale debt investments are subject to periodic impairment reviews. For these investments in an unrealized loss position, we considerdetermine whether a credit loss exists by considering information about the collectability of the instrument, current market conditions, and reasonable and supportable forecasts of economic conditions. We recognize an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and write down the amortized cost basis of the investment if it is more likely than not that we will be required or we intend to sell the investment before recovery of its amortized cost basis, or whether recovery of the entire amortized cost basis of the investment is unlikely because a credit loss exists. When we do not expect to recover the entire amortized cost basis of the investment, we separate other-than-temporary impairments into amounts representingbasis. Allowances for credit losses whichand write-downs are recognized in interest and other, net, and amountsunrealized losses not related to credit losses which are recognized in other comprehensive income (loss). EQUITY INVESTMENTSEquity Investments
We regularly invest in equity securities of public and private companies to promote business and strategic objectives. Equity investments are measured and recorded as follows: ▪Marketable equity securities are equity securities with readily determinable fair value (RDFV)RDFV that are measured and recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. Prior to 2018, these securities were classified as available-for-sale securities and measured and recorded at fair value with unrealized changes in fair value recorded through other comprehensive income. ▪Non-marketable equity securitiesare equity securities without RDFV that are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Prior to fiscal 2018, these securities were accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. ▪Equity method investmentsare equity securities in investees we do not control but over which we have the ability to exercise significant influence. Equity method investments are measured at cost minus impairment, if any, plus or minus our share of equity method investee income or loss. Our proportionate share of the income or loss from equity method investments is recognized on a one-quarter lag. Realized and unrealized gains and losses resulting from changes in fair value or the sale of our equity investments are recorded in gains (losses) on equity investments, net. Prior to 2018, we recorded unrealized gains and losses through other comprehensive income (loss) and realized gains and losses on the sale, exchange, or impairment of these equity investments through gains (losses) on equity investments, net. The carrying value of our non-marketable equity securities is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities in an orderly transaction by the same issuer. Determining whether an observed transaction is similar to a security within our portfolio requires judgment based on the rights and preferences of the securities. Recording upward and downward adjustments to the carrying value of our equity securities as a result of observable price changes requires quantitative assessments of the fair value of our securities using various valuation methodologies and involves the use of estimates. Non-marketable equity securities and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. Our quarterly impairment analysis considers both qualitative and quantitative factors that may have a significant impact on the investee's fair value. Qualitative factors considered include the investee's financial condition and business outlook, industry and sector performance, market for technology, operational and financing cash flow activities, and other relevant events and factors affecting the investee. When indicators of impairment exist, we prepare quantitative assessments of the fair value of our non-marketable equity investments using both the market and income approaches, which require judgment and the use of estimates, including discount rates, investee revenue and costs, and comparable market data of private and public companies, among others.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 72 |
▪Non-marketable equity securities are tested for impairment using a qualitative model similar to the model used for goodwill and long-lived assets. Upon determining that an impairment may exist, the security's fair value is calculated and compared to its carrying value and an impairment is recognized immediately if the carrying value exceeds the fair value. Prior to 2018, non-marketable equity securities were tested for impairment using the other-than-temporary impairment model. ▪Equity method investmentsare subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below cost and our ability and intent to hold the investment for a sufficient period of time to allow for recovery. Impairments of equity investments are recorded in gains (losses) on equity investments, net. DERIVATIVE FINANCIAL INSTRUMENTS | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 81 |
Derivative Financial Instruments Our primary objective for holding derivative financial instruments is to manage currency exchange rate risk and interest rate risk, and, to a lesser extent, equity market risk, commodity price risk, and credit risk. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. A master netting arrangement allows counterparties to net settle amounts owed to each other as a result of multiple, separate derivative transactions. We also enter into collateral security arrangements with certain of our counterparties to exchange cash collateral when the net fair value of certain derivative instruments fluctuates from contractually established thresholds. We record the collateral within current other assets and long-term other assets with a corresponding liability. For presentation on our consolidated balance sheets,Consolidated Balance Sheets, we do not offset fair value amounts recognized for derivative instruments under master netting arrangements. Our derivative financial instruments, including related collateral amounts, are presented at fair value on a gross basis and are included in other current assets, other long-term assets, other accrued liabilities, or other long-term liabilities. Cash flow hedges use foreign currency contracts, such as currency forwards and currency interest rate swaps, to hedge exposures for the following items: variability in the U.S.-dollar equivalent of non-U.S.-dollar-denominated cash flows associated with our forecasted operating and capital purchases spending; and coupon and principal payments for our non-U.S.-dollar-denominated indebtedness.spending.
The after-tax gains or losses from the effective portion of a cash flow hedge is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated statementsConsolidated Statements of incomeIncome as the impact of the hedge transaction. For foreign currency contracts hedging our capital purchases, forward points are excluded from the hedge effectiveness assessment. Ineffective portions of cash flow hedges, as well as amounts excluded from the hedge effectiveness assessment, and are recognized in earnings in interest and other, net.the same income statement line item used to present the earnings effect of the hedged item. If the cash flow hedge transactions become probable not to occur,improbable, the corresponding amounts deferred in accumulated other comprehensive income (loss) would be immediately reclassified to interest and other, net. These derivatives are classified in the consolidated statementsConsolidated Statements of cash flowsCash Flows in the same section as the underlying item. Fair value hedges use interest rate contracts, such as interest rate swaps, to hedge against changes in the fair value on certain of our fixed-rate indebtedness attributable to changes in the benchmark interest rate. The gains or losses on these hedges, as well as the offsetting losses or gains related to the changes in the fair value of the underlying hedged item attributable to the hedged risk, are recognized in earnings in the current period, primarily in interest and other, net. These derivatives are classified in the consolidated statementsConsolidated Statements of cash flowsCash Flows in the same section as the underlying item, primarily within cash flows from financing activities. Non-designated hedges use foreign currency contracts to economically hedge the functional currency equivalent cash flows of recognized monetary assets and liabilities, non-U.S.-dollar-denominated debt instruments classified as trading assets, and non-U.S.-dollar-denominated loans receivables recognized at fair value. We also use interest rate contracts to hedge interest rate risk related to our U.S.-dollar-denominated fixed-rate debt instruments classified as trading assets. The change in fair value of these derivatives is recorded through earnings in the line item on the consolidated statementsConsolidated Statements of incomeIncome to which the derivatives most closely relate, primarily in interest and other, net. Changes in the fair value of the underlying assets and liabilities associated with the hedged risk are generally offset by the changes in the fair value of the related derivatives. LOANS RECEIVABLELoans Receivable
We elect the fair value option when the interest rate or foreign currency exchange rate risk is economically hedged at the inception of the loan with a related derivative instrument. When the fair value option is not elected, the loans are carried at amortized cost. We measure interest income for all loans receivable using the interest method, which is based on the effective yield of the loans rather than the stated coupon rate. We classify our loans within other current and long-term assets.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 73 |
CREDIT RISKCredit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of investments in debt instruments, derivative financial instruments, loans receivable, reverse repurchase agreements, and trade receivables. We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. We generally place investments with high-credit-quality counterparties and, by policy, we limit the amount of credit exposure to any one counterparty based on our analysis of that counterparty’scounterparty's relative credit standing. As required per our investment policy, substantially all of our investments in debt instruments and financing receivables are in investment-grade instruments. Credit-rating criteria for derivative instruments are similar to those for other investments.
We enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. Due to master netting arrangements, the amounts subject to credit risk related to derivative instruments are generally limited to the amounts, if any, by which the counterparty’scounterparty's obligations exceed our obligations with that counterparty. As of December 29, 2018,26, 2020, our total credit exposure to any single counterparty, excluding money market funds invested in U.S. treasury and U.S. agency securities and reverse repurchase agreements collateralized by treasury and agency securities, did not exceed $750 million.$2.0 billion. To further reduce credit risk, we enter into collateral security arrangements with certain of our derivative counterparties and obtain and secure available collateral from counterparties against obligations, including securities lending transactions when we deem it appropriate. Cash collateral exchanged under our collateral security arrangements are included in other current assets, other long-term assets, other accrued liabilities, or other long-term liabilities. For reverse repurchase agreements collateralized by other securities, we do not record the collateral as an asset or a liability unless the collateral is repledged. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 82 |
A substantial majorityof our trade receivables are derived from sales to original equipment manufacturers (OEMs)OEMs and original design manufacturers (ODMs).ODMs. We also have accounts receivable derived from sales to industrial and communications equipment manufacturers in the computing and communications industries. We believe that the net accounts receivable balances from our three largest customers (45%(43% as of December 29, 2018)26, 2020) do not represent a significant credit risk, based on cash flow forecasts, balance sheet analysis, and past collection experience. For more information about the customers that represent our accounts receivable balance, see "Note 4: Operating Segments." We have adopted credit policies and standards intended to accommodate industry growth and inherent risk. We believe that credit risks are moderated by the financial stability of our major customers. We assess credit risk through quantitative and qualitative analysis. From this analysis, we establish shipping and credit limits, and determine whether we will seek to use one or more credit support protection devices, such as obtaining a parent guarantee, standby letter of credit, or credit insurance. BUSINESS COMBINATIONSBusiness Combinations
We allocate the purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions based on their estimated fair values at the time of acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. The most subjective areas include determining the fair value of the following: ▪intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, market segment growth rates, and our assumed market segment share, as well as the estimated useful life of intangible assets; ▪deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date; ▪inventory; property, plant and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and ▪goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Our assumptions and estimates are based upon comparable market data and information obtained from our management and the management of the acquired companies. We allocate goodwill to the reporting units of the business that are expected to benefit from the business combination. GOODWILLGoodwill
We perform an annual impairment assessment of goodwill at the reporting unit level in the fourth quarter of each year, or more frequently if indicators of potential impairment exist. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment. The reporting unit’sunit's carrying value used in an impairment test represents the assignment of various assets and liabilities, excluding certain corporate assets and liabilities, such as cash, investments, and debt. Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting unit. Additionally, as part of this assessment, we may perform a quantitative analysis to support the qualitative factors above by applying sensitivities to assumptions and inputs used in measuring a reporting unit’sunit's fair value. Our quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’sunit's fair value. Significant estimates include market segment growth rates, our assumed market segment share, estimated costs, and discount rates based on a reporting unit's weighted average cost of capital. We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available market data. In the current year, the fair value for all of our reporting units substantially exceeds their carrying value, and our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 74 |
IDENTIFIED INTANGIBLE ASSETSIdentified Intangible Assets
We amortize acquisition-related intangible assets that are subject to amortization over their estimated useful life. Acquisition-related in-process R&D assets represent the fair value of incomplete R&D projects that had not reached technological feasibility as of the date of acquisition; initially, these are classified as in-process R&D and are not subject to amortization. Once these R&D projects are completed, the asset balances are transferred from in-process R&D to acquisition-related developed technology and are subject to amortization from this point forward. The asset balances relating to projects that are abandoned after acquisition are impaired and expensed to R&D. We perform a quarterly review of significant finite-lived identified intangible assets to determine whether facts and circumstances indicate that the carrying amount may not be recoverable. These reviews can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines. EMPLOYEE EQUITY INCENTIVE PLANSEmployee Equity Incentive Plans
We use the straight-line amortization method to recognize share-based compensation expense over the service period of the award, net of estimated forfeitures. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units (RSUs),RSUs, we eliminate deferred tax assets for options and RSUs with multiple vesting dates for each vesting period on a first-in, first-out basis as if each vesting period were a separate award. INCOME TAXES | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 83 |
Income Taxes We compute the provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. We measure deferred tax assets and liabilities using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. We believe that we will ultimately recover the deferred tax assets recorded on our consolidated balance sheets.Consolidated Balance Sheets. Recovery of a portion of our deferred tax assets is affected by management’smanagement's plans with respect to holding or disposing of certain investments; therefore, such changes could also affect our future provision for taxes. We recognize tax benefits from uncertain tax positions only if (based on the technical merits of the position) it is more likely than not that the tax positions will be sustained on examination by the tax authority. The tax benefits recognized in the financial statements from such positions are measured based on the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to unrecognized tax benefits within the provision for taxes on the consolidated statementsConsolidated Statements of income. We have completed the accounting associated with the December 22, 2017 enactment of the U.S. Tax Cuts and Jobs Act (Tax Reform). The U.S. Securities and Exchange Commission (SEC) had provided accounting and reporting guidance that allowed us to report provisional amounts within a measurement period up to one year from the enactment date. Complexities inherent in adopting the changes included additional guidance, interpretations of the law, and further analysis of data and tax positions. During 2018, as part of completing our accounting, we recognized approximately $300 million reduction to our one-time net tax charge related to the transition tax and the remeasurement of deferred income taxes. For more information about Tax Reform impacts, see “Note 9: Income Taxes.”
Income.
We recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. We have recognized deferred income taxes for local country income and withholding taxes that could be incurred on distributions of certain non-U.S. earnings or for outside basis differences in our subsidiaries, because we do not plan to indefinitely reinvest such earnings and basis differences. Remittances of non-U.S. earnings are based on estimates and judgments of projected cash flow needs, as well as the working capital and investment requirements of our non-U.S. and U.S. operations. Material changes in our estimates of cash, working capital, and investment needs in various jurisdictions could require repatriation of indefinitely reinvested non-U.S. earnings, which could be subject to applicable non-U.S. income and withholding taxes. LOSS CONTINGENCIESLeases
Leases primarily consist of real property, and, to a lesser extent, certain machinery and equipment. Our lease terms may include options to extend when it is reasonably certain that we will exercise that option. We have lease agreements with lease and non-lease components, and the non-lease components are accounted for separately and not included in our leased assets and corresponding liabilities. Payments on leases may be fixed or variable, and variable lease payments are based on output of the underlying leased assets. Loss Contingencies We are subject to loss contingencies, including various legal and regulatory proceedings, asserted and potential claims, liabilities related to repair or replacement of parts in connection with product defects, as well as product warranties and potential asset impairments that arise in the ordinary course of business. An estimated loss from such contingencies is recognized as a charge to income if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
| | | | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 75 |
| | | NOTENote 3 : | RECENT ACCOUNTING STANDARDS |
ACCOUNTING STANDARDS ADOPTED
Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
Standard/Description:This amended standard was issued to provide additional guidance on the presentation of net periodic benefit cost in the income statement and on the components eligible for capitalization in assets. In accordance with the revised standard, we have separated the different components of net periodic benefit cost, presenting service cost components within operating income and other non-service components separately outside of operating income on the income statement. In addition, only service costs are now eligible for inventory capitalization.
Effective Date and Adoption Considerations:Effective in the first quarter of 2018. Changes to the presentation of benefit costs were required to be adopted retrospectively, while changes to the capitalization of service costs into inventories were required to be adopted prospectively. The standard permits, as a practical expedient, use of the amounts disclosed in the Retirement Benefit Plans footnote for the prior comparative periods as the estimation basis for applying the retrospective presentation requirement.
Effect on Financial Statements or Other Significant Matters:Adoption of the amended standard resulted in the reclassification of non-service net periodic benefit costs from line items within operating income to interest and other, net, of approximately $114 million for the year ended December 30, 2017 ($259 million for the year ended December 31, 2016).
Revenue Recognition - Contracts with Customers
Standard/Description:This standard was issued to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by all companies. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
Effective Date and Adoption Considerations:Effective in the first quarter of 2018. This standard was adopted using a modified retrospective approach through a cumulative adjustment to retained earnings for the fiscal year beginning December 31, 2017.
Effect on Financial Statements or Other Significant Matters:Our adoption assessments identified a change in revenue recognition timing on our component sales made to distributors. Under the new standard, we now recognize revenue when we deliver to the distributor rather than deferring recognition until the distributor sells the components.
On the date of initial application, we removed the deferred income and related receivables on component sales made to distributors through a cumulative adjustment to retained earnings. The revenue deferral that was historically recognized in the following period is expected to be primarily offset by the acceleration of revenue recognition in the current period as control of the product transfers to our customer.
Our assessment also identified a change in expense recognition timing related to payments we make to our customers for distinct services they perform as part of cooperative advertising programs, which were previously recorded as operating expenses. We now recognize the expense for cooperative advertising in the period the marketing activities occur. Previously we recognized the expense in the period the customer was entitled to participate in the program, which coincided with the period of sale. On the date of initial adoption, we capitalized the expense of cooperative advertising not performed through a cumulative adjustment to retained earnings.
We have completed our adoption and implemented policies, processes, and controls to support the standard's measurement and disclosure requirements. Refer to the tables below, which summarize the impacts of the changes discussed above to our financial statements recorded as an adjustment to opening balances for the fiscal year beginning December 31, 2017, and also provide comparative reporting of the impacts of adopting the standard.
Financial Instruments - Recognition and Measurement
Standard/Description:Requires changes to the accounting for financial instruments that primarily affect equity securities, financial liabilities measured using the fair value option, and the presentation and disclosure requirements for such instruments.
Effective Date and Adoption Considerations:Effective in the first quarter of 2018. Changes to our marketable equity securities were required to be adopted using a modified retrospective approach through a cumulative effect adjustment to retained earnings for the fiscal year beginning December 31, 2017. Since management has elected to apply the measurement alternative to non-marketable equity securities, changes to these securities were adopted prospectively.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 76 |
Effect on Financial Statements or Other Significant Matters:Marketable equity securities previously classified as available-for-sale equity investments are now measured and recorded at fair value with changes in fair value recorded through the income statement.
All non-marketable equity securities formerly classified as cost method investments are measured and recorded using the measurement alternative. Equity securities measured and recorded using the measurement alternative are recorded at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Adjustments resulting from impairments and qualifying observable price changes are recorded in the income statement.
Beginning in the first quarter of 2018, in accordance with the standard, recurring fair value disclosures are no longer provided for equity securities measured using the measurement alternative. In addition, the previous impairment model has been replaced with a simplified qualitative impairment model. No initial adoption adjustment was recorded for these instruments since the standard was required to be applied prospectively for securities measured using the measurement alternative.
We have completed our adoption and implemented policies, processes, and controls to support the standard's measurement and disclosure requirements. Refer to the table below, which summarizes impacts, net of tax, of the changes discussed above to our financial statements. This reflects an adjustment to opening balances for the fiscal year beginning December 31, 2017.
Opening Balance Adjustments
The following table summarizes the effects of adopting Revenue Recognition - Contracts with Customers and Financial Instruments - Recognition and Measurement on our financial statements for the fiscal year beginning December 31, 2017 as an adjustment to the opening balance: | | | | | | | | | | | | | | | | | | | | | | | | | | | Adjustments from | | | | |
(In Millions) | | Balance as of Dec 30, 2017 | | Revenue Standard | | Financial Instruments Update | | Other1 | | Opening Balance as of Dec 31, 2017 | | Assets: | | | | | | | | | | | | Accounts receivable, net | | $ | 5,607 |
| | $ | (530 | ) | | $ | — |
| | $ | — |
| | $ | 5,077 |
| | Inventories | | $ | 6,983 |
| | $ | 47 |
| | $ | — |
| | $ | — |
| | $ | 7,030 |
| | Other current assets | | $ | 2,908 |
| | $ | 64 |
| | $ | — |
| | $ | (8 | ) | | $ | 2,964 |
| | Equity investments | | $ | — |
| | $ | — |
| | $ | 8,579 |
| | $ | — |
| | $ | 8,579 |
| | Marketable equity securities | | $ | 4,192 |
| | $ | — |
| | $ | (4,192 | ) | | $ | — |
| | $ | — |
| | Other long-term assets | | $ | 7,602 |
| | $ | — |
| | $ | (4,387 | ) | | $ | (43 | ) | | $ | 3,172 |
| | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | Deferred income | | $ | 1,656 |
| | $ | (1,356 | ) | | $ | — |
| | $ | — |
| | $ | 300 |
| | Other accrued liabilities | | $ | 7,535 |
| | $ | 81 |
| | $ | — |
| | $ | — |
| | $ | 7,616 |
| | Long-term deferred tax liabilities | | $ | 3,046 |
| | $ | 191 |
| | $ | — |
| | $ | (20 | ) | | $ | 3,217 |
| | | | | | | | | | | | | | Stockholders' equity: | | | | | | | | | | | | Accumulated other comprehensive income (loss) | | $ | 862 |
| | $ | — |
| | $ | (1,745 | ) | | $ | (45 | ) | | $ | (928 | ) | | Retained earnings | | $ | 42,083 |
| | $ | 665 |
| | $ | 1,745 |
| | $ | 14 |
| | $ | 44,507 |
|
| | 1
| Includes adjustments from the adoption of "Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory" and "Income Statement—Reporting Comprehensive Income - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income." |
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 77 |
The following table summarizes the impacts of adopting the new revenue standard on our consolidated statements of income and balance sheets:
| | | | | | | | | | | | | | | | | For the fiscal year ended December 29, 2018 | | (In Millions) | | As reported | | Adjustments | | Without new revenue standard | | | | | | | | | | Net revenue | | $ | 70,848 |
| | $ | (616 | ) | | $ | 70,232 |
| | Cost of sales | | 27,111 |
| | (206 | ) | | 26,905 |
| | Gross margin | | 43,737 |
| | (410 | ) | | 43,327 |
| | Marketing, general and administrative | | 6,750 |
| | (70 | ) | | 6,680 |
| | Operating income | | 23,316 |
| | (340 | ) | | 22,976 |
| | Income before taxes | | 23,317 |
| | (340 | ) | | 22,977 |
| | Provision for taxes | | 2,264 |
| | (64 | ) | | 2,200 |
| | Net income | | $ | 21,053 |
| | $ | (276 | ) | | $ | 20,777 |
| | | | | | | | | | | | | | | | | | Assets: | | | | | | | | Accounts receivable | | $ | 6,722 |
| | $ | 216 |
| | $ | 6,938 |
| | Inventories | | $ | 7,253 |
| | $ | 62 |
| | $ | 7,315 |
| | Other current assets | | $ | 3,162 |
| | $ | 4 |
| | $ | 3,166 |
| | | | | | | | | | Liabilities: | | | | | | | | Deferred income | | $ | — |
| | $ | 1,846 |
| | $ | 1,846 |
| | Other accrued liabilities | | $ | 7,919 |
| | $ | (514 | ) | | $ | 7,405 |
| | Deferred income taxes | | $ | 1,665 |
| | $ | (109 | ) | | $ | 1,556 |
| | | | | | | | | | Equity: | | | | | | | | Retained earnings | | $ | 50,172 |
| | $ | (941 | ) | | $ | 49,231 |
|
ACCOUNTING STANDARDS NOT YET ADOPTED
Leases
Standard/Description:This new lease accounting standard requires that we recognize operating leased assets and corresponding liabilities on the balance sheet and provide enhanced disclosure of lease activity.
Effective Date and Adoption Considerations:Effective in the first quarter of 2019. The standard requires a modified retrospective adoption. We can choose to apply the provisions at the beginning of the earliest comparative period presented in the financial statements or at the beginning of the period of adoption. We have elected to apply the guidance at the beginning of the period of adoption. Our leased assets and corresponding liabilities will exclude non-lease components.
Effect on Financial Statements or Other Significant Matters:We expect to record right-of-use leased assets and corresponding liabilities of approximately $625 million at the beginning of first quarter 2019.
Cloud Computing Implementation Costs
Standard/Description:The standard requires implementation costs incurred in cloud computing (i.e., hosting) arrangements that are service contracts to be assessed under existing guidance to determine which costs to capitalize as assets or expense as incurred.
Effective Date and Adoption Considerations:Effective in the first quarter of 2020. The standard requires adoption either retrospectively or prospectively.
Effect on Financial Statements or Other Significant Matters:We have not yet determined the impact of this standard on our financial statements.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 78 |
| | | NOTE 4 : | OPERATING SEGMENTSOperating Segments |
We manage our business through the following operating segments: | | • Client Computing Group (CCG)
| • Data Center Group (DCG)
| • Internet of Things Group (IOTG)
| • Non-Volatile Memory Solutions Group (NSG)
| • Programmable Solutions Group (PSG)
| • All other
|
▪IOTGWe offer platform products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone System-on-Chip (SoC), or a multichip package. A platform product may be enhanced by additional hardware, software, and services offered by Intel. Platform products are used in various form factors across our ▪Mobileye
▪NSG ▪PSG ▪CCG DCG, and IOTG operating segments. We derive a substantial majority of our revenue from platform products, which are our principal products and considered as one class of product. We offer platform products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package, based on Intel architecture. Platform products are used in various form factors across our DCG, IOTG, and CCG operating segments. Our non-platform, or adjacent, products can be combined with platform products to form comprehensive platform solutions to meet customer needs. CCGDCG and DCGCCG are our reportable operating segments. IOTG, Mobileye, NSG, and PSG do not meet the quantitative thresholds to qualify as reportable operating segments; however, we have elected to disclose the results of these non-reportable operating segments. Our Internet of Things portfolio, presented as Internet of Things, is comprised of the IOTG and Mobileye operating segments. Beginning with the first quarter of 2021, we expect our DCG operating segment to include the results of our Intel Optane memory business, and our NSG segment will be composed of our NAND memory business.
We have sales and marketing, manufacturing, engineering, finance, and administration groups. Expenses for these groups are generally allocated to the operating segments. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 84 |
We have an "all other" category that includes revenue, expenses, and expensescharges such as: ▪results of operations from non-reportable segments not otherwise presented, including Mobileye results; presented;▪historical results of operations from divested businesses, including Intel Security Group (ISecG) results; businesses;▪results of operations of start-up businesses that support our initiatives, including our foundry business; ▪amounts included within restructuring and other charges; ▪a portion of employee benefits, compensation, and other expenses not allocated to the operating segments; and ▪acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill. The Chief Operating Decision Maker (CODM), whichCODM, who is our Chief Executive Officer (CEO),CEO, allocates resources to and assesses the performance of each operating segment using information about itsthe operating segment's revenue and operating income (loss). The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating segments. Based on the interchangeable nature of our manufacturing and assembly and test assets, most of the related depreciation expense is not directly identifiable within our operating segments, as it is included in overhead cost pools and subsequently absorbed into inventory as each product passes through our manufacturing process. AsBecause our products are then sold across multiple operating segments, it is impracticable to determine the total depreciation expense included as a component of each operating segment’ssegment's operating income (loss) results. Operating segments do not record inter-segment revenue. We do not allocate gains and losses from equity investments, interest and other income, or taxes to operating segments. Although the CODM uses operating income to evaluate the segments, operating costs included in one segment may benefit other segments. Except for these differences, theThe accounting policies for segment reporting are the same as for Intel as a whole.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 79 |
Net revenue and operating income (loss) for each period were as follows: | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Net revenue: | | | | | | | | Data Center Group | | | | | | | | Platform | | $ | 23,056 | | | $ | 21,441 | | | $ | 21,155 | | | Adjacent | | 3,047 | | | 2,040 | | | 1,836 | | | | 26,103 | | | 23,481 | | | 22,991 | | | Internet of Things | | | | | | | | IOTG | | 3,007 | | | 3,821 | | | 3,455 | | | Mobileye | | 967 | | | 879 | | | 698 | | | | 3,974 | | | 4,700 | | | 4,153 | | | | | | | | | | Non-Volatile Memory Solutions Group | | 5,358 | | | 4,362 | | | 4,307 | | | Programmable Solutions Group | | 1,853 | | | 1,987 | | | 2,123 | | | Client Computing Group | | | | | | | | Platform | | 35,642 | | | 32,681 | | | 33,234 | | | Adjacent | | 4,415 | | | 4,465 | | | 3,770 | | | | 40,057 | | | 37,146 | | | 37,004 | | | All other | | 522 | | | 289 | | | 270 | | | Total net revenue | | $ | 77,867 | | | $ | 71,965 | | | $ | 70,848 | | | | | | | | | | Operating income (loss): | | | | | | | | Data Center Group | | $ | 10,571 | | | $ | 10,227 | | | $ | 11,476 | | | | | | | | | | Internet of Things | | | | | | | | IOTG | | 497 | | | 1,097 | | | 980 | | | Mobileye | | 241 | | | 245 | | | 143 | | | | 738 | | | 1,342 | | | 1,123 | | | | | | | | | | Non-Volatile Memory Solutions Group | | 361 | | | (1,176) | | | (5) | | | Programmable Solutions Group | | 260 | | | 318 | | | 466 | | | Client Computing Group | | 15,129 | | | 15,202 | | | 14,222 | | | All other | | (3,381) | | | (3,878) | | | (3,966) | | | Total operating income | | $ | 23,678 | | | $ | 22,035 | | | $ | 23,316 | |
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Net revenue: | | | | | | | | Client Computing Group | | | | | | | | Platform |
| $ | 33,234 |
|
| $ | 31,226 |
|
| $ | 30,751 |
| | Adjacent |
| 3,770 |
|
| 2,777 |
|
| 2,157 |
| | | | 37,004 |
| | 34,003 |
| | 32,908 |
| | Data Center Group | | | | | | | | Platform | | 21,155 |
| | 17,439 |
| | 15,895 |
| | Adjacent | | 1,836 |
| | 1,625 |
| | 1,341 |
| | | | 22,991 |
| | 19,064 |
| | 17,236 |
| | Internet of Things Group | | | | | | | | Platform | | 3,065 |
| | 2,645 |
| | 2,290 |
| | Adjacent | | 390 |
| | 524 |
| | 348 |
| | | | 3,455 |
| | 3,169 |
| | 2,638 |
| | Non-Volatile Memory Solutions Group | | 4,307 |
| | 3,520 |
| | 2,576 |
| | Programmable Solutions Group | | 2,123 |
| | 1,902 |
| | 1,669 |
| | All other | | 968 |
| | 1,103 |
| | 2,360 |
| | Total net revenue | | $ | 70,848 |
| | $ | 62,761 |
| | $ | 59,387 |
| | | | | | | | | | Operating income (loss): | | | | | | | | Client Computing Group | | $ | 14,222 |
| | $ | 12,919 |
| | $ | 10,646 |
| | Data Center Group | | 11,476 |
| | 8,395 |
| | 7,520 |
| | Internet of Things Group | | 980 |
| | 650 |
| | 585 |
| | Non-Volatile Memory Solutions Group | | (5 | ) | | (260 | ) | | (544 | ) | | Programmable Solutions Group | | 466 |
| | 458 |
| | (104 | ) | | All other | | (3,823 | ) | | (4,112 | ) | | (4,970 | ) | | Total operating income | | $ | 23,316 |
| | $ | 18,050 |
| | $ | 13,133 |
|
| | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 85 |
Disaggregated net revenue for each period was as follows: | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Platform revenue | | | | | | | | DCG platform | | $ | 23,056 | | | $ | 21,441 | | | $ | 21,155 | | | IOTG platform | | 2,705 | | | 3,440 | | | 3,065 | | | CCG desktop platform | | 10,692 | | | 11,822 | | | 12,220 | | | CCG notebook platform | | 24,903 | | | 20,779 | | | 20,930 | | CCG other platform1 | | 47 | | | 80 | | | 84 | | | | 61,403 | | | 57,562 | | | 57,454 | | | | | | | | | Adjacent revenue2 | | 16,464 | | | 14,403 | | | 13,394 | | | | | | | | | | Total revenue | | $ | 77,867 | | | $ | 71,965 | | | $ | 70,848 | |
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Platform revenue | | | | | | | | Desktop platform | | $ | 12,220 |
| | $ | 11,647 |
| | $ | 12,371 |
| | Notebook platform | | 20,930 |
| | 19,414 |
| | 18,203 |
| | DCG platform | | 21,155 |
| | 17,439 |
| | 15,895 |
| Other platform1 | | 3,149 |
| | 2,810 |
| | 2,467 |
| | | | 57,454 |
| | 51,310 |
| | 48,936 |
| | | | | | | | | Adjacent revenue2 | | 13,394 |
| | 10,917 |
| | 8,290 |
| | ISecG divested business | | — |
| | 534 |
| | 2,161 |
| | Total revenue | | $ | 70,848 |
| | $ | 62,761 |
| | $ | 59,387 |
|
| | 2 Includes all of our non-platform products for DCG, IOTG, and CCG, such as modem, Ethernet, and silicon photonics, as well as Mobileye, NSG, and PSG products. 1
| Includes our tablet, service provider, and IOTG platform revenue. |
| | 2
| Includes all of our non-platform products for CCG, DCG, and IOTG, such as modem, Ethernet, and silicon photonics, as well as NSG, PSG, and Mobileye products. |
In 2018,2020, our three largest customers accounted for 39% of our net revenue (40%(41% in 2017, 38%2019 and 39% in 2016)2018), with Dell Inc. accounting for 17% (17% in 2019 and 16% (16% in 2017, 15% in 2016)2018), Lenovo Group Limited accounting for 12% (13% in 2017, 13%2019 and 12% in 2016)2018), and HP Inc. accounting for 11%10% (11% in 2017, 10%2019 and 11% in 2016)2018). These three customers accounted for 45%43% of our accounts receivable as of December 29, 2018 (36%26, 2020 (39% as of December 30, 2017)28, 2019). Substantially all of the revenue from these customers was from the sale of platforms and other components by the CCG and DCG operating segments.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 80 |
Net revenue by country, as presented below is based on the billing location of the customer. Revenue from unaffiliated customers for each periodcustomer, was as follows: | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | China (including Hong Kong) | | $ | 20,257 | | | $ | 20,026 | | | $ | 18,824 | | | Singapore | | 17,845 | | | 15,650 | | | 15,409 | | | United States | | 16,573 | | | 15,617 | | | 14,303 | | | Taiwan | | 11,605 | | | 10,058 | | | 10,646 | | | Other countries | | 11,587 | | | 10,614 | | | 11,666 | | | Total net revenue | | $ | 77,867 | | | $ | 71,965 | | | $ | 70,848 | |
| | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | China (including Hong Kong) | | $ | 18,824 |
| | $ | 14,796 |
| | $ | 13,977 |
| | Singapore | | 15,409 |
| | 14,285 |
| | 12,780 |
| | United States | | 14,303 |
| | 12,543 |
| | 12,957 |
| | Taiwan | | 10,646 |
| | 10,518 |
| | 9,953 |
| | Other countries | | 11,666 |
| | 10,619 |
| | 9,720 |
| | Total net revenue | | $ | 70,848 |
| | $ | 62,761 |
| | $ | 59,387 |
|
| | | | | | NOTE 5Note 4 : | EARNINGS PER SHAREEarnings Per Share |
We computed basic earnings per share of common stock based on the weighted average number of shares of common stock outstanding during the period. | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions, Except Per Share Amounts) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Net income available to common stockholders | | $ | 20,899 | | | $ | 21,048 | | | $ | 21,053 | | | Weighted average shares of common stock outstanding—basic | | 4,199 | | | 4,417 | | | 4,611 | | | Dilutive effect of employee incentive plans | | 33 | | | 41 | | | 50 | | | Dilutive effect of convertible debt | | 0 | | | 15 | | | 40 | | | Weighted average shares of common stock outstanding—diluted | | 4,232 | | | 4,473 | | | 4,701 | | | Earnings per share—basic | | $ | 4.98 | | | $ | 4.77 | | | $ | 4.57 | | | Earnings per share—diluted | | $ | 4.94 | | | $ | 4.71 | | | $ | 4.48 | |
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. | | | | | | | | | | | | | | Years Ended
(In Millions, Except Per Share Amounts) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Net income available to common stockholders | | $ | 21,053 |
| | $ | 9,601 |
| | $ | 10,316 |
| | Weighted average shares of common stock outstanding—basic | | 4,611 |
| | 4,701 |
| | 4,730 |
| | Dilutive effect of employee incentive plans | | 50 |
| | 47 |
| | 53 |
| | Dilutive effect of convertible debt | | 40 |
| | 87 |
| | 92 |
| | Weighted average shares of common stock outstanding—diluted | | 4,701 |
| | 4,835 |
| | 4,875 |
| | Earnings per share - Basic | | $ | 4.57 |
| | $ | 2.04 |
| | $ | 2.18 |
| | Earnings per share - Diluted | | $ | 4.48 |
| | $ | 1.99 |
| | $ | 2.12 |
|
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 stock purchase plan.2006 ESPP. In December 2017,January 2020, we paid cash to satisfyfully redeemed the conversionremaining principal of our convertible debentures due 2035, which we excluded from2009 Debentures. We included our 2009 Debentures in the calculation of diluted earnings per share computation starting in the fourth quarter of 2017 and are no longer dilutive. Our convertible debentures due 2039 (2009 debentures) require settlement of the principal amount of the debt in cash upon conversion. Since the conversion premium is paid in cash or stock at our option, we determined the potentially dilutive shares of common stock in 2019 and 2018 by applying the treasury stock method. During 2018, we paid cash to satisfymethod because the average market price was above the conversion of a portion of our 2009 debentures. The potentially dilutive shares associated with the converted portion were excluded from our diluted earnings per share computation in the quarter when conversions were tendered.price. In all years presented, potentially dilutive securitiesSecurities that would have been anti-dilutive are insignificant and are excluded from the computation of diluted earnings per share. Inshare in all years presented, we included our 2009 debentures in the calculation of diluted earnings per share of common stock because the average market price was above the conversion price. We could potentially exclude the 2009 debentures in the future if the average market price is below the conversion price.
periods presented.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 8186 |
| | | | | | NOTE 6Note 5 : | CONTRACT LIABILITIESContract Liabilities |
| | | (In Millions) | | Dec 29,
2018 | | Opening Balance as of Dec 31, 2017 | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | Prepaid supply agreements
| | $ | 2,587 |
| | $ | 105 |
| Prepaid supply agreements
| | $ | 1,625 | | | $ | 1,805 | | | | Other | | 122 |
| | 195 |
| Other | | 250 | | | 236 | | | Total contract liabilities | | $ | 2,709 |
| | $ | 300 |
| Total contract liabilities | | $ | 1,875 | | | $ | 2,041 | | |
Contract liabilities are primarily related to partial prepayments received from customers on long-term prepaid supply agreements toward future NSG product delivery. As new prepaid supply agreements are entered into and performance obligations are negotiated, this component of the contract liability balance will increase, and as customers purchase product and utilize their prepaid balances, the balance will decrease. The short-term portion of prepayments from supply agreementscontract liabilities ($508 million as of December 26, 2020 and $673 million as of December 28, 2019) is reported on the consolidated balance sheetsConsolidated Balance Sheets within other accrued liabilities. The following table shows the changes in contract liability balances relating to long-term prepaid supply agreements during 2018: | | | | | | | (In Millions) | | | | Prepaid supply agreements balance as of December 31, 2017 | | $ | 105 |
| Additions and adjustments
| | 2,753 |
| | Prepaids utilized | | (271 | ) | | Prepaid supply agreements balance as of December 29, 2018 | | $ | 2,587 |
|
Additions and adjustments in 2018 include a$1.0 billion reclassification from customer deposits previously included in other long-term liabilities. The long-term supply agreements represent $4.6 billion in future anticipated revenues to be recognized ratably over the next five years.
| | | NOTE 7 : | OTHER FINANCIAL STATEMENT DETAILS |
INVENTORIES
| | | | | | | | | | | (In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Raw materials | | $ | 813 |
| | $ | 738 |
| | Work in process | | 4,511 |
| | 4,213 |
| | Finished goods | | 1,929 |
| | 2,032 |
| | Total inventories | | $ | 7,253 |
| | $ | 6,983 |
|
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 82 | | Prepaid supply agreements balance as of December 28, 2019 | | $ | 1,805 | | | Additions | | 70 | | | Prepaids utilized | | (250) | | | Prepaid supply agreements balance as of December 26, 2020 | | $ | 1,625 | |
During the second quarter of 2020, we issued a contract termination notification for breach to our largest prepaid supply customer with a $1.6 billion contract liability balance. The timing and amount of future anticipated revenue or reversal of any contract liability balance resulting from contract termination may vary due to ongoing customer negotiations.
| | | | | | | Note 6 : | Other Financial Statement Details |
PROPERTY, PLANT AND EQUIPMENTInventories
| | | | | | | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Raw materials | | $ | 908 | | | $ | 840 | | | Work in process | | 6,007 | | | 6,225 | | | Finished goods | | 1,512 | | | 1,679 | | | Total inventories | | $ | 8,427 | | | $ | 8,744 | |
Property, Plant and Equipment | | | (In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Land and buildings | | $ | 30,954 |
| | $ | 27,391 |
| Land and buildings | | $ | 37,536 | | | $ | 37,743 | | | Machinery and equipment | | 66,721 |
| | 57,192 |
| Machinery and equipment | | 79,384 | | | 74,901 | | | Construction in progress | | 16,643 |
| | 15,812 |
| Construction in progress | | 17,309 | | | 16,063 | | | Total property, plant and equipment, gross | | 114,318 |
| | 100,395 |
| Total property, plant and equipment, gross | | 134,229 | | | 128,707 | | Less: accumulated depreciation | | 65,342 |
| | 59,286 |
| Less: accumulated depreciation | | (77,645) | | | (73,321) | | | Total property, plant and equipment, net | | $ | 48,976 |
| | $ | 41,109 |
| Total property, plant and equipment, net | | $ | 56,584 | | | $ | 55,386 | |
Substantially all of ourOur depreciable property, plant and equipment assets wereare depreciated over the following estimated useful lives: machinery and equipment, 2 to 5 years, and buildings, 10 to 3025 years.
Net property, plant and equipment by country at the end of each period was as follows: | | | | | | | | | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | | | United States | | $ | 38,829 | | | $ | 35,262 | | | | | Israel | | 7,837 | | | 8,463 | | | | | China | | 851 | | | 5,315 | | | | | Ireland | | 5,828 | | | 3,854 | | | | | Other countries | | 3,239 | | | 2,492 | | | | | Total property, plant and equipment, net | | $ | 56,584 | | | $ | 55,386 | | | |
| | | | | | | | | | | | | | | (In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | United States | | $ | 27,512 |
| | $ | 24,459 |
| | $ | 23,598 |
| | Israel | | 8,861 |
| | 6,501 |
| | 3,923 |
| | China | | 6,417 |
| | 4,275 |
| | 2,306 |
| | Ireland | | 3,947 |
| | 3,938 |
| | 4,865 |
| | Other countries | | 2,239 |
| | 1,936 |
| | 1,479 |
| | Total property, plant and equipment, net | | $ | 48,976 |
| | $ | 41,109 |
| | $ | 36,171 |
|
| | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 87 |
OTHER ACCRUED LIABILITIES
Other Long-term Assets | | | | | | | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Derivative assets | | $ | 1,550 | | | $ | 706 | | | Deferred tax assets | | 1,232 | | | 1,209 | | | Pre-payments for property, plant and equipment | | 1,502 | | | 1,641 | | | | | | | | Other | | 1,633 | | | 1,997 | | | Total other long-term assets | | $ | 5,917 | | | $ | 5,553 | |
Other Accrued Liabilities Other accrued liabilities include deferred compensation of $1.7$2.5 billion as of December 29, 201826, 2020 ($1.72.1 billion as of December 30, 2017)28, 2019) and collateral received for derivatives under credit support annex agreements of $2.0 billion as of December 26, 2020 ($846 million as of December 28, 2019). ADVERTISINGAdvertising
Advertising costs, including direct marketing, are expensed as incurred and recorded within marketing, generalMG&A expenses. Advertising costs were $763 million in 2020 ($832 million in 2019 and administrative (MG&A) expenses were $1.2 billion in 2018 ($1.4 billion in 20172018). Interest and $1.8 billion in 2016).Other, Net | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Interest income | | $ | 272 | | | $ | 483 | | | $ | 438 | | | Interest expense | | (629) | | | (489) | | | (468) | | | Other, net | | (147) | | | 490 | | | 156 | | | Total interest and other, net | | $ | (504) | | | $ | 484 | | | $ | 126 | |
INTEREST AND OTHER, NET
The components of interest and other, net for each period were as follows: | | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Interest income | | $ | 438 |
| | $ | 441 |
| | $ | 222 |
| | Interest expense | | (468 | ) | | (646 | ) | | (733 | ) | | Other, net | | 156 |
| | (144 | ) | | (192 | ) | | Total interest and other, net | | $ | 126 |
|
| $ | (349 | ) |
| $ | (703 | ) |
Interest expense in the preceding table is net of$496338 million of interest capitalized in 20182020 ($313472 million in 20172019 and $135$496 million in 2016)2018).
Accelerated Share Repurchases In August 2020, we entered into ASR agreements with financial institutions under which we paid an aggregate of $10.0 billion and received an aggregate initial share delivery of 165.5 million shares of our common stock, which were immediately retired. We received and immediately retired an additional 37.7 million shares upon settlement of the ASR agreements in December 2020. In total, 203.2 million shares were repurchased under the ASR agreements at an average repurchase price per share of $49.20. The ASR agreements were entered into pursuant to our existing share repurchase program. | | | | | | | Note 7 : | Restructuring and Other Charges |
| | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | 2020 Restructuring Program | | $ | 198 | | | $ | 0 | | | $ | 0 | | | 2019 Restructuring Program | | 0 | | | 393 | | | 0 | | | 2016 Restructuring Program | | 0 | | | 0 | | | (72) | | | | | | | | | | Total restructuring and other charges | | $ | 198 | | | $ | 393 | | | $ | (72) | |
2020 and 2019 Restructuring Programs A restructuring program, which is ongoing, was approved in the first quarter of 2020 to further align our workforce with our continuing investments in the business and to execute the planned divestiture of Home Gateway Platform, a division of CCG. These actions are expected to be substantially completed in 2021. A restructuring program was approved in the second quarter of 2019 to align our workforce with our exit of the 5G smartphone modem business. This action was substantially completed in the third quarter of 2020. | | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 8388 |
| | | NOTE 8 : | RESTRUCTURING AND OTHER CHARGES |
| | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | 2016 Restructuring Program | | $ | (72 | ) | | $ | 135 |
| | $ | 1,681 |
| | ISecG separation costs and other charges | | — |
| | 249 |
| | 63 |
| | Total restructuring and other charges | | $ | (72 | ) | | $ | 384 |
| | $ | 1,744 |
|
2016 RESTRUCTURING PROGRAM
In the second quarter of 2016, management approved and commenced the 2016 Restructuring Program to accelerate our transformation from a PC company to one that powers the cloud and billions of smart, connected computing devices. Under this program, we closed certain facilities and reduced headcount globally to align our operations with evolving business needs by investing in our growth businesses and improving efficiencies. This program was completed in 2017.
Restructuring and other charges (benefits) by type for the 20162020 and 2019 Restructuring ProgramPrograms were as follows: | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | | Employee severance and benefit arrangements | | $ | (72 | ) | | $ | 70 |
| | $ | 1,652 |
| Employee severance and benefit arrangements | | $ | 124 | | | $ | 280 | | | | Pension settlement charges | | — |
| | 25 |
| | — |
| | | Asset impairment and other charges | | — |
| | 40 |
| | 29 |
| Asset impairment and other charges | | 74 | | | 113 | | | | Total restructuring and other charges | | $ | (72 | ) | | $ | 135 |
| | $ | 1,681 |
| Total restructuring and other charges | | $ | 198 | | | $ | 393 | | |
The Tax Reform enacted in December 2017 reduced the U.S. federal corporate tax rate from 35.0% to 21.0% starting in 2018, assessed a one-time transition tax on earnings of non-U.S. subsidiaries that have not been taxed previously in the U.S., and created new taxes on certain future foreign sourced earnings. We recorded a provisional income tax expense of $5.4 billion, net within our 2017 results related to Tax Reform. We completed our accounting for Tax Reform in the fourth quarter of 2018. Our final tax charge for Tax Reform was $5.1 billion, net and was made up of the recognition of the transition tax imposed on undistributed earnings from non-U.S. subsidiaries and remeasurement of deferred income taxes using the newly enacted statutory tax rate of 21.0%.
INCOME TAX PROVISION
Income before taxes and the provision for taxes consisted of the following: | | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Income before taxes: | | | | | | | | U.S. | | $ | 14,753 |
| | $ | 11,141 |
| | $ | 6,957 |
| | Non-U.S. | | 8,564 |
| | 9,211 |
| | 5,979 |
| | Total income before taxes | | 23,317 |
| | 20,352 |
| | 12,936 |
| | Provision for taxes: | | | | | | | | Current: | | | | | | | | Federal | | 2,786 |
| | 8,307 |
| | 1,319 |
| | State | | (11 | ) | | 27 |
| | 13 |
| | Non-U.S. | | 1,097 |
| | 899 |
| | 756 |
| | Total current provision for taxes | | 3,872 |
| | 9,233 |
| | 2,088 |
| | Deferred: | | | | | | | | Federal | | (1,389 | ) | | 1,680 |
| | 658 |
| | Other | | (219 | ) | | (162 | ) | | (126 | ) | | Total deferred provision for taxes | | (1,608 | ) | | 1,518 |
| | 532 |
| | Total provision for taxes | | $ | 2,264 |
| | $ | 10,751 |
| | $ | 2,620 |
| | Effective tax rate | | 9.7 | % | | 52.8 | % | | 20.3 | % |
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 84Income Taxes |
| | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Income before taxes: | | | | | | | | U.S. | | $ | 15,452 | | | $ | 13,729 | | | $ | 14,753 | | | Non-U.S. | | 9,626 | | | 10,329 | | | 8,564 | | | Total income before taxes | | 25,078 | | | 24,058 | | | 23,317 | | | Provision for taxes: | | | | | | | | Current: | | | | | | | | Federal | | 1,120 | | | 1,391 | | | 2,786 | | | State | | 46 | | | 37 | | | (11) | | | Non-U.S. | | 1,244 | | | 1,060 | | | 1,097 | | | Total current provision for taxes | | 2,410 | | | 2,488 | | | 3,872 | | | Deferred: | | | | | | | | Federal | | 1,369 | | | 597 | | | (1,389) | | | State | | 25 | | | 1 | | | 11 | | | Non-U.S. | | 375 | | | (76) | | | (230) | | | Total deferred provision for taxes | | 1,769 | | | 522 | | | (1,608) | | | Total provision for taxes | | $ | 4,179 | | | $ | 3,010 | | | $ | 2,264 | | | Effective tax rate | | 16.7 | % | | 12.5 | % | | 9.7 | % |
The difference between the tax provision at the statutory federal income tax rate and the tax provision as a percentage of income before income taxes (effective tax rate) for each period was as follows: | | | Years Ended | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | Years Ended | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Statutory federal income tax rate | | 21.0 | % | | 35.0 | % | | 35.0 | % | Statutory federal income tax rate | | 21.0 | % | | 21.0 | % | | 21.0 | % | | Increase (reduction) in rate resulting from: | | | | | | | Increase (reduction) in rate resulting from: | | | Non-U.S. income taxed at different rates | | (3.6 | ) | | (7.6 | ) | | (11.7 | ) | Non-U.S. income taxed at different rates | | (3.7) | | | (3.7) | | | (3.6) | | | Research and development tax credits | | (2.7 | ) | | (2.3 | ) | | (2.3 | ) | Research and development tax credits | | (2.1) | | | (2.3) | | | (2.7) | | | Domestic manufacturing deduction benefit | | — |
| | (1.3 | ) | | (1.4 | ) | | | | Foreign derived intangible income benefit | | (3.7 | ) | | — |
| | — |
| Foreign derived intangible income benefit | | (1.9) | | | (3.2) | | | (3.7) | | | Change in permanent reinvestment assertion | | Change in permanent reinvestment assertion | | 1.6 | | | 0 | | | 0.2 | | | Tax Reform | | (1.3 | ) | | 26.8 |
| | — |
| Tax Reform | | 0 | | | 0 | | | (1.3) | | | ISecG divestiture | | — |
| | 3.3 |
| | — |
| | | Other | | (0.1 | ) | | (1.1 | ) | | 0.7 |
| Other | | 1.8 | | | 0.7 | | | (0.2) | | | Effective tax rate | | 9.7 | % | | 52.8 | % | | 20.3 | % | Effective tax rate | | 16.7 | % | | 12.5 | % | | 9.7 | % |
The majority of the decrease in ourOur effective tax rate increased in 20182020 compared to 2017 was2019, primarily driven by non-recurring impactsa change in 2017 from Tax Reform and the ISecG divestiture. The reductionour permanent reinvestment assertion with respect to undistributed earnings in China, as a result of our planned divestiture of the U.S. statutory rate combined withNAND memory business. It also increased due to the net impact of the enactment or repeal of specific tax law provisions through Tax Reform drove the remaining decreasereduction in our foreign derived intangible income benefit in 2020.
Our effective tax rate increased in 2018. Substantially all of the increase in our effective tax rate in 20172019 compared to 2016 was2018, primarily driven by the one-time impacts from Tax Reform enacted on December 22, 2017, the 2017 ISecG divestiture, and a higher proportion of our incomebenefits that occurred in higher tax rate jurisdictions.2018.
We derive the effective tax rate benefit attributed to non-U.S. income taxed at different rates primarily from our operations in China, Hong Kong, Ireland, and Israel. The statutory tax rates in these jurisdictions range from 12.5% to 25.0%. In addition, we are subject to reduced tax rates in China and Israel as long as we conduct certain eligible activities and make certain capital investments. These conditional reduced tax rates expire at various dates through 20262035 and we expect to apply for renewals upon expiration.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 8589 |
Deferred and Current Income Taxes
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 29,
2018 | | Dec 30,
2017 | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Deferred tax assets: | | | | | Deferred tax assets: | | | | | | Accrued compensation and other benefits | | $ | 570 |
| | $ | 711 |
| Accrued compensation and other benefits | | $ | 865 | | | $ | 740 | | | Share-based compensation | | 273 |
| | 241 |
| Share-based compensation | | 324 | | | 294 | | | Deferred income | | — |
| | 211 |
| | | | Inventory | | 517 |
| | 675 |
| Inventory | | 835 | | | 760 | | | | State credits and net operating losses | | 1,297 |
| | 1,081 |
| State credits and net operating losses | | 1,829 | | | 1,511 | | | Other, net | | 512 |
| | 887 |
| Other, net | | 617 | | | 515 | | | Gross deferred tax assets | | 3,169 |
| | 3,806 |
| Gross deferred tax assets | | 4,470 | | | 3,820 | | | Valuation allowance | | (1,302 | ) | | (1,171 | ) | Valuation allowance | | (1,963) | | | (1,534) | | | Total deferred tax assets | | 1,867 |
| | 2,635 |
| Total deferred tax assets | | 2,507 | | | 2,286 | | | Deferred tax liabilities: | | | | | Deferred tax liabilities: | | | | | | Property, plant and equipment | | (878 | ) | | (943 | ) | Property, plant and equipment | | (3,109) | | | (1,807) | | | Licenses and intangibles | | (744 | ) | | (881 | ) | Licenses and intangibles | | (725) | | | (720) | | | Convertible debt | | (204 | ) | | (374 | ) | Convertible debt | | 0 | | | (88) | | | Unrealized gains on investments and derivatives | | (266 | ) | | (421 | ) | Unrealized gains on investments and derivatives | | (735) | | | (292) | | | Transition tax | | — |
| | (1,850 | ) | | | Unremitted earnings of non-U.S. subsidiaries | | Unremitted earnings of non-U.S. subsidiaries | | (403) | | | (28) | | | Other, net | | (318 | ) | | (373 | ) | Other, net | | (146) | | | (186) | | | Total deferred tax liabilities | | (2,410 | ) | | (4,842 | ) | Total deferred tax liabilities | | (5,118) | | | (3,121) | | | Net deferred tax assets (liabilities) | | $ | (543 | ) | | $ | (2,207 | ) | Net deferred tax assets (liabilities) | | $ | (2,611) | | | $ | (835) | | | | | | | | | | Reported as: | | | | | Reported as: | | | | | | Deferred tax assets | | 1,122 |
| | 840 |
| Deferred tax assets | | 1,232 | | | 1,209 | | | Deferred tax liabilities | | (1,665 | ) | | (3,046 | ) | Deferred tax liabilities | | (3,843) | | | (2,044) | | | Net deferred tax assets (liabilities) | | $ | (543 | ) | | $ | (2,207 | ) | Net deferred tax assets (liabilities) | | $ | (2,611) | | | $ | (835) | |
Change in valuation allowance for deferred tax assets were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Balance at Beginning of Year | | Additions Charged to Expenses/
Other Accounts | | Net
(Deductions)
Recoveries | | Balance at
End of Year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Valuation allowance for deferred tax assets | | | | | | | | | | December 26, 2020 | | $ | 1,534 | | | $ | 378 | | | $ | 51 | | | $ | 1,963 | | | December 28, 2019 | | $ | 1,302 | | | $ | 239 | | | $ | (7) | | | $ | 1,534 | | | December 29, 2018 | | $ | 1,171 | | | $ | 185 | | | $ | (54) | | | $ | 1,302 | |
Deferred tax assets are included within other long-term assets on the consolidated balance sheets.Consolidated Balance Sheets. The valuation allowance as of December 29, 201826, 2020 included allowances primarily related to unrealized state credit carryforwards of $1.3$1.8 billion. As of December 29, 2018,26, 2020, our federal and non-U.S. net operating loss carryforwards for income tax purposes were $246$345 million and $414$826 million, respectively. Most of the non-U.S. net operating loss carryforwards have no expiration date. The remaining non-U.S. and U.S. federal and state net operating loss carryforwards expire at various dates through 2039.2040. A significant amount of the net operating loss carryforwards in the U.S. relates to acquisitions and, as a result, is limited in the amount that can be recognized in any one year. The non-U.S. net operating loss carryforwards include $39$772 million that is not likely to be recovered and has been reduced by a valuation allowance. At December 29, 2018,26, 2020, we have undistributed earnings of certain foreign subsidiaries of approximately $18.0$19.0 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 $162$131 million as of December 29, 201826, 2020 ($7176 million as of December 30, 2017)28, 2019) are included in other current assets. Current income taxes payable of $366$756 million as of December 29, 201826, 2020 ($1.4 billion575 million as of December 30, 2017)28, 2019) are included in other accrued liabilities. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 90 |
Long-term income taxes payable of $4.9$4.6 billion as of December 29, 201826, 2020 ($4.14.9 billion as of December 30, 2017) includes uncertain tax positions, reduced by the associated federal deduction for state taxes and non-U.S. tax credits. Long-term income taxes payable may also include other long-term tax liabilities that are not uncertain but have not yet been paid, including the substantial majority28, 2019) is primarily comprised of the transition tax from the Tax Reform, which is payable over eight years beginning in 2018.2018, as well as amounts for uncertain tax positions, reduced by the associated deduction for state taxes and non-U.S. tax credits.
Uncertain Tax Positions
| | | | | | | | | | | | | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Beginning gross unrecognized tax benefits | | $ | 548 | | | $ | 283 | | | $ | 211 | | | Settlements and effective settlements with tax authorities | | (142) | | | (4) | | | (7) | | | | | | | | | | Changes in balances related to tax position taken during prior periods | | 165 | | 122 | | (11) | | | | | | | | | | Changes in balances related to tax position taken during current period | | 257 | | 147 | | 90 | | Ending gross unrecognized tax benefits | | $ | 828 | | | $ | 548 | | | $ | 283 | |
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 86 |
UNCERTAIN TAX POSITIONS
Unrecognized tax benefits were $283 million as of December 29, 2018 ($211 million as of December 30, 2017 and $154 million as of December 31, 2016). If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $178$550 million as of December 29, 201826, 2020 ($139454 million as of December 30, 2017)28, 2019) and a reduction in the effective tax rate. The tax benefit for settlements, effective settlements, and remeasurements was insignificant in all periods presented. Interest, penalties, and accrued interest related to unrecognized tax benefits were insignificant in the periods presented.
We comply with the tax laws, regulations, and filing requirements of all jurisdictions in which we conduct business. We regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. Although the timing of the resolutions and/or closures of audits is highly uncertain, it is reasonably possible that certain U.S. federal and non-U.S. 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 26, 2020 could decrease by as much as $430 million in the next 12 months. We file federal, state, and non-U.S. tax returns. ForExcluding pre-acquisition Altera tax years, we are no longer subject to U.S. federal and non-U.S. tax returns, we are generally no longer subject to tax examinations for years prior to 2004.2010. For U.S. state tax returns, we are no longer subject to tax examination for years prior to 2010. We have filed petitions before the U.S. Tax Court relating to the treatment of stock-based compensation expense in an inter-company cost-sharing transaction for certain pre-acquisition Altera tax years. The U.S. Tax Court ruled in favor of Altera and the U.S. Internal Revenue Service appealed the ruling to the U.S. Court of Appeals for the Ninth Circuit. During 2018, the U.S. Court of Appeals heard oral arguments and the outcome of those appeals is pending.2012. | | | | | | NOTE 10Note 9 : | INVESTMENTSInvestments |
DEBT INVESTMENTSDebt Investments
Trading Assets Net lossesgains related to trading assets still held at the reporting date were $188$694 million in 20182020 (net gains of $414$26 million in 20172019 and net losses of $295$188 million in 2016)2018). Net gainslosses on the related derivatives were $667 million in 2020 (net gains of $22 million in 2019 and net gains of $163 million in 2018 (net losses of $422 million in 2017 and net gains of $300 million in 2016)2018). Available-for-Sale Debt Investments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 29, 2018 | | December 30, 2017 |
(In Millions) | | Adjusted Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Adjusted Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Corporate debt | | $ | 3,068 |
| | $ | 2 |
| | $ | (28 | ) | | $ | 3,042 |
| | $ | 2,294 |
| | $ | 4 |
| | $ | (13 | ) | | $ | 2,285 |
| | Financial institution instruments | | 3,076 |
| | 3 |
| | (11 | ) | | 3,068 |
| | 3,387 |
| | 3 |
| | (9 | ) | | 3,381 |
| | Government debt | | 1,069 |
| | 1 |
| | (9 | ) | | 1,061 |
| | 961 |
| | — |
| | (6 | ) | | 955 |
| | Total available-for-sale debt investments | | $ | 7,213 |
| | $ | 6 |
| | $ | (48 | ) | | $ | 7,171 |
| | $ | 6,642 |
| | $ | 7 |
| | $ | (28 | ) | | $ | 6,621 |
|
Available-for-sale investments include corporate debt, government debt, and financial institution instruments. Government debt includes instruments such as non-U.S. government bonds and U.S. 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. SubstantiallyAs of December 26, 2020 and December 28, 2019, substantially all time deposits were issued by institutions outside the U.S. The adjusted cost of our available-for-sale investments was $7.8 billion as of December 29, 201826, 2020 and $6.5 billion as of December 30, 2017.28, 2019. The adjusted cost of our available-for-sale investments approximated the fair value for these periods. The fair values of available-for-sale debt investments by contractual maturity as of December 29, 201826, 2020 were as follows: | | | | | | | (In Millions) | | Fair Value | | Due in 1 year or less | | $ | 3,233 |
| | Due in 1–2 years | | 404 |
| | Due in 2–5 years | | 2,776 |
| | Due after 5 years | | 208 |
| | Instruments not due at a single maturity date | | 550 |
| | Total | | $ | 7,171 |
|
| | | | | | | | | | (In Millions) | | Fair Value | | Due in 1 year or less | | $ | 2,978 | | | Due in 1–2 years | | 1,093 | | | Due in 2–5 years | | 1,099 | | | Due after 5 years | | 0 | | | Instruments not due at a single maturity date | | 2,781 | | | Total | | $ | 7,951 | |
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 8791 |
Equity Investments
EQUITY INVESTMENTS | | | | | | | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Marketable equity securities | | $ | 1,830 | | | $ | 450 | | | Non-marketable equity securities | | 3,304 | | | 3,480 | | | Equity method investments | | 18 | | | 37 | | | Total | | $ | 5,152 | | | $ | 3,967 | |
| | | | | | | | | | | (In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Marketable equity securities | | $ | 1,440 |
| | $ | 4,192 |
| | Non-marketable equity securities | | 2,978 |
| | 2,613 |
| | Equity method investments | | 1,624 |
| | 1,774 |
| | Total | | $ | 6,042 |
| | $ | 8,579 |
|
The components of gains (losses) on equity investments, net for each period were as follows: | | | | | | | | | | | | | | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | Ongoing mark-to-market adjustments on marketable equity securities1
| | $ | (129 | ) | | $ | — |
| | $ | — |
| Observable price adjustments on non-marketable equity securities1 | | 202 |
| | — |
| | — |
| | Impairment charges | | (424 | ) | | (833 | ) | | (187 | ) | Sale of equity investments and other 2 | | 226 |
| | 3,484 |
| | 693 |
| | Total gains (losses) on equity investments, net | | $ | (125 | ) |
| $ | 2,651 |
|
| $ | 506 |
|
| | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Ongoing mark-to-market adjustments on marketable equity securities | | $ | (133) | | | $ | 277 | | | $ | (129) | | | Observable price adjustments on non-marketable equity securities | | 176 | | | 293 | | | 202 | | | Impairment charges | | (303) | | | (122) | | | (424) | | Sale of equity investments and other 1 | | 2,164 | | | 1,091 | | | 226 | | | Total gains (losses) on equity investments, net | | $ | 1,904 | | | $ | 1,539 | | | $ | (125) | |
| | 11 Sale of equity investments and other includes initial fair value adjustments recorded upon a security becoming marketable, realized gains (losses) on sales of non-marketable equity investments, and our share of equity method investee gains (losses) and distributions. | Ongoing mark-to-market adjustments and observable price adjustments relate to the new financial instruments standard adopted in the first quarter of 2018, and are not applicable in prior periods. |
| | 2
| Sale of equity investments and other includes realized gains (losses) on sales of non-marketable equity investments, our share of equity method investee gains (losses), and initial fair value adjustments recorded upon a security becoming marketable. In 2017 and 2016, sales of equity investments and other also includes realized gains (losses) on sales of available-for-sale equity securities, which are now reflected in ongoing mark-to-market adjustments on marketable equity securities. |
In 2018,2020, we recognized $202 million in upward observable price adjustmentshigher than historically experienced impairment charges on our non-marketable portfolio based on our assessment of the impact of recent public and there were no downward adjustments. Observable price adjustments are not applicable to prior periods.private market volatility and tightening of liquidity. We also recognized impairments of $132$290 million on non-marketable equity securities in 2020 ($555122 million in 20172019 and $184$132 million in 2016)2018). In 2018, we recognized $153 million in equity method investee losses ($223 million in 2017 and $38 million in 2016).
In 2017 and 2016, we recognized $3.4 billion and $407 million, respectively, in realized gains on sales of a portion of our interest in ASML Holding N.V. (ASML). During the second quarter of 2017, we determined we had an other-than-temporary decline in the fair value of our investment in Cloudera, Inc. and recognized an impairment charge of $278 million.
Gains and losses for our marketable and non-marketable equity securities during the period were as follows: | | | | | | | (In Millions) | | Dec 29,
2018 | | Net gains (losses) recognized during the period on equity securities | | $ | 298 |
| | Less: Net (gains) losses recognized during the period on equity securities sold during the period | | (445 | ) | | Unrealized gains (losses) recognized during the period on equity securities still held at the reporting date | | $ | (147 | ) |
Equity method investments at the end of each period were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Net gains (losses) recognized during the period on equity securities | | | $ | 1,679 | | | $ | 734 | | | $ | 298 | | | Less: Net (gains) losses recognized during the period on equity securities sold during the period | | | (254) | | | (424) | | | (445) | | | Net unrealized gains (losses) recognized during the period on equity securities still held at the reporting date | | | $ | 1,425 | | | $ | 310 | | | $ | (147) | |
| | | | | | | | | | | | | | | | | | | December 29, 2018 | | December 30, 2017 | | (Dollars In Millions) | | Carrying Value | | Ownership Percentage | | Carrying Value | | Ownership Percentage | | IM Flash Technologies, LLC | | $ | 1,574 |
| | 49 | % | | $ | 1,505 |
| | 49 | % | | McAfee | | — |
| | 49 | % | | 153 |
| | 49 | % | | Other equity method investments | | 50 |
| | | | 116 |
| | | | Total | | $ | 1,624 |
| | | | $ | 1,774 |
| | |
IMFT
IM Flash Technologies, LLC
IM Flash Technologies, LLC (IMFT)IMFT was formed in 2006 by Micron Technology, Inc. (Micron) and Intel to jointly develop NAND flash memory and 3D XPoint™XPoint technology products. IMFT is an unconsolidated variable interest entity and all costs of IMFT are passed on to Micron and Intel through sale of products or services in proportional share of ownership. As of December 29, 2018, we ownWe owned a 49% interest in IMFT. Our portionthe entity.
Upon Micron's notice of intent to exercise its right to call our interest in IMFT, costs was approximately $494 million in 2018 (approximately $415 million in 2017 and $400 million in 2016).
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 88 |
IMFT depends on Micron and Intel for any additional cash needs to be provided in the form of cash calls or member debt financing (MDF). Extensions of MDF may be converted to a capital contribution at the lender's request, or may be repaid upon availability of funds.
In July 2018, Intel and Micron announced that they agreed to complete joint development for the second generation of 3D XPoint technology, which is expected to occur in the first half of 2019 and technology development beyond that generation will be pursued independently by the two companies to optimize the technology for their respective product and business needs. Wewe recognized an impairment charge of $290 million million duringrelated to our investment in the third quarter of 2018. This reduced the carrying value of our equity method investment in IMFT to $1.6 billion in line with our expectation of future cash flows. In January 2019, Micron exercised its right to calland we sold our non-controlling interest in IMFT. The call transaction will close between sixIMFT to Micron. We received $1.7 billion in sales proceeds and twelve monthscertain other repayments from the date Micron exercised the call option.during 2019 and reported a gain of $107 million. We will continue to purchase productproducts manufactured by Micron at the IMFT facility for a periodunder our supply agreement, which includes the next generation of up to one year following the close date.3D XPoint technology.
McAfee During the second quarterMcAfee completed its initial public offering in October 2020. Due to our 40% ownership and significant influence as of 2017,December 26, 2020, we closed our divestiture of the ISecG business and retained a49% interest in McAfeeaccount for it as partial consideration. Our investment is accounted for under thean equity method investment. We had no accounting carrying value as of accounting.December 26, 2020 and as of December 28, 2019. During the third quarter of 2017,2020, we received a $735$126 million dividend from McAfee. For further information related to the divestiture of the ISecG business, see "Note 11: Acquisitions and Divestitures."in dividends ($632 million in 2019).
Beijing Unisoc Technology Ltd. (Unisoc)
During 2014, we entered into an agreement with Tsinghua Unigroup Ltd. (Tsinghua Unigroup), an operating subsidiary of Tsinghua Holdings Co. Ltd., to jointly develop Intel® architecture- and communications-based solutions for phones. During 2015, we invested $966 million for a minority stake of Beijing UniSpreadtrum Technology Ltd, a holding company under Tsinghua Unigroup. During 2017, we reduced our expectation of the company's future operating performance due to competitive pressures, which resulted in an impairment charge of $308 million. During 2018, Beijing UniSpreadtrum Technology Ltd and RDA Microelectronics merged and rebranded themselves as Beijing Unisoc Technology Ltd. (Unisoc). We account for our interest in Unisoc as a non-marketable equity security.
| | | | | | NOTE 11Note 10 : | ACQUISITIONS AND DIVESTITURESAcquisitions and Divestitures |
ACQUISITIONSAcquisitions
During 2018, weWe completed five6 acquisitions qualifying as business combinations that were not material to our operations. During 2017, in addition to the Mobileye acquisition shown below, we completed two2020 and 5 acquisitions qualifyingin 2019, all of which qualified as business combinations. During 2016, we acquired AlteraThe consideration for $14.5 billion,the acquisitions in 2020 and in addition, completed 11 acquisitions qualifying as business combinations for aggregate consideration of $1.1 billion.
Other acquisitions completed in 2018, 2017, and 2016, both individually and in the aggregate, were not significant to our results of operations, and substantially all of the consideration, which2019 primarily consisted of cash and was allocated to goodwill and identifiableidentified intangible assets. For information on the assignment of goodwill to our operating segments, see "Note 12:11: Goodwill," and for information on the classification of intangible assets, see "Note 13:12: Identified Intangible Assets."
As | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 92 |
Moovit On May 4, 2020, we acquired 97.3%Moovit, a MaaS solutions company, for total consideration of the outstanding ordinary shares of Mobileye, a global leader in the development of computer vision and machine learning, data analysis, localization, and mapping for advanced driver- assistance systems and autonomous driving. This acquisition combines Mobileye's leading computer vision expertise with Intel’s high-performance computing and connectivity expertise to create automated driving solutions from car to cloud. The combination is expected to accelerate innovation for the automotive industry and position Intel as a leading technology provider in the fast-growing market for highly and fully autonomous vehicles. The transaction also extends Intel’s strategy to invest in data-intensive market opportunities that build on our strengths in computing and connectivity from the cloud, through the network, to the device. We acquired the remaining 2.7% of Mobileye shares in April 2018. Total consideration to acquire Mobileye was $14.9 billion (net of $366 million of cash and cash equivalents acquired), of which $14.5 billion was paid in 2017 and the remainder in 2018.
$915 million. The fair values of the assets acquired relate to goodwill of $638 million and liabilities assumed in the acquisitionintangible assets of Mobileye, by major class, were recognized as follows: | | | | | | | (In Millions) | | | | Short-term investments and marketable securities | | $ | 370 |
| | Tangible assets | | 227 |
| | Goodwill | | 10,283 |
| | Identified intangible assets | | 4,482 |
| | Current liabilities | | (69 | ) | | Deferred tax liabilities and other | | (418 | ) | | Total | | $ | 14,875 |
|
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 89 |
We assumed outstanding unvested Mobileye stock options and RSUs granted under two Mobileye equity plans. We will not grant additional equity awards under these two Mobileye equity plans. In connection with the acquisition, we recognized share-based compensation expense of $71 million for cash-settled awards.
Goodwill of $10.3 billion$331 million. The goodwill arising from the acquisition is attributed to the expected synergies and other benefits that will be generated from the combination of Intel and Mobileye. SubstantiallyMoovit. We expect substantially all of the goodwill recognizedwill not be deductible for local tax purposes. The acquisition-related intangible assets are primarily related to Moovit's monthly active user base and application platform. The goodwill and operating results of Moovit are included in our Mobileye operating segment.
Habana Labs On December 12, 2019, we acquired Habana Labs, an Israel-based developer of programmable deep learning accelerators targeting AI workloads in the data center, for total consideration of $1.7 billion. Habana Labs strengthens our AI portfolio and accelerates our efforts to capitalize on the nascent, fast-growing AI silicon market opportunity. The fair values of the assets acquired relate to goodwill of $1.5 billion and acquisition-related intangible assets of $250 million. The goodwill arising from the acquisition is notattributed to the expected tosynergies and other benefits that will be generated from the combination of Intel and Habana Labs. We expect substantially all of the goodwill will not be deductible for tax purposes. The acquisition-related intangible assets are primarily related to in-process R&D. The goodwill recognizedand operating results of Habana Labs are included in our DCG operating segment. Divestitures NAND Memory Business On October 19, 2020, we signed an agreement with SK hynix Inc. (SK hynix) to divest our NAND memory business, including our NAND memory fabrication facility in Dalian, China and certain related equipment and tangible assets (the Fab Assets), our NAND SSD business (the NAND SSD Business), and our NAND memory technology and manufacturing business (the NAND OpCo Business). Our Intel Optane memory business is expressly excluded from the acquisition istransaction. The transaction will occur over two closings for total consideration of $9.0 billion in cash, of which $7.0 billion will be received upon initial closing, not to occur prior to November 1, 2021, and the remaining $2.0 billion will be received no earlier than March 2025. The consummations of the first closing and the second closing are subject to customary conditions, including the receipt of certain governmental approvals. At the first closing, Intel will sell to SK hynix the Fab Assets and the NAND SSD Business, and SK hynix will assume from Intel certain liabilities related to the Fab Assets and the NAND SSD Business. In connection with the first closing, we and certain affiliates of SK hynix will also enter into a NAND wafer manufacturing and sale agreement pursuant to which we will manufacture and sell to SK hynix NAND memory wafers to be manufactured using the Fab Assets in Dalian, China, until the second closing. We will transfer certain employees, IP, and other assets related to the NAND OpCo Business to separately created, wholly owned subsidiaries of Intel at the first closing. The equity interest of these wholly owned subsidiaries will transfer to SK hynix at the second closing. We have concluded based on the terms of the transaction agreements that the subsidiaries will be variable interest entities for which we are not the primary beneficiary, and accordingly will deconsolidate at the first closing. The carrying amounts of the major classes of NAND assets held for sale included within "all other."the following: The identified intangible | | | | | | | | | | (In Millions) | | Dec 26, 2020 | | Inventories | | $ | 962 | | | Property, plant and equipment, net | | 4,363 | | | Total assets held for sale | | $ | 5,325 | |
We ceased recording depreciation on property, plant and equipment as of the date the assets assumedtriggered held for sale accounting. Additional capital purchases of approximately $1.8 billion expected prior to first close will be classified as assets held for sale in the acquisitionConsolidated Balance Sheet and within additions to held for sale NAND property, plant and equipment on the Consolidated Statement of MobileyeCash Flows. Home Gateway Platform Division On July 31, 2020, we completed the divestiture of the majority of Home Gateway Platform, a division of CCG, for proceeds of $150 million. The divestiture included the transfer of certain employees, equipment, and an ongoing supply agreement for future units. Smartphone Modem Business On December 2, 2019, we completed the divestiture of the majority of our smartphone modem business, including certain employees, IP, equipment, and leases. Net assets sold were $267 million. We recognized as follows: | | | | | | | | | | | Fair Value
(In Millions) | | Weighted Average
Estimated Useful Life
(In Years) | | Developed technology | | $ | 2,346 |
| | 9 | | Customer relationships and brands | | 777 |
| | 12 | | Identified intangible assets subject to amortization | | 3,123 |
| | | | In-process research and development | | 1,359 |
| | | | Identified intangible assets not subject to amortization | | 1,359 |
| | | | Total identified intangible assets | | $ | 4,482 |
| | |
DIVESTITURESa pre-tax gain of $690 million on the divestiture.
Wind River Systems, Inc. (Wind River) During the second quarter of 2018, we completed the divestiture of Wind River and recognized a pre-tax gain of $494 million. Intel Security Group
On April 3, 2017, we closed the transaction with TPG VII Manta Holdings, L.P., now known as Manta Holdings, L.P. (TPG), transferring certain assets and liabilities relating to ISecG to a newly formed, jointly owned, separate cybersecurity company called McAfee.
Total consideration received was $4.2 billion, consisting of $924 million in cash proceeds, $1.1 billion in the form of equity representing a 49% ownership interest in McAfee, and $2.2 billion in the form of promissory notes issued by McAfee and TPG. During the third quarter of 2017, McAfee and TPG repaid the $2.2 billion of promissory notes, which are included within proceeds from divestiture.
The carrying amounts of the major classes of ISecG assets and liabilities as of the transaction close date included the following: | | | | | | | (In Millions) | | Apr 1,
2017 | | Accounts receivable | | $ | 317 |
| | Goodwill | | 3,601 |
| | Identified intangible assets | | 965 |
| | Other assets | | 276 |
| | Total assets | | $ | 5,159 |
| | | | | | Deferred income | | $ | 1,553 |
| | Other liabilities | | 276 |
| | Total liabilities | | $ | 1,829 |
|
As of the transaction close date, we recognized a pre-tax gain of $387 million within "Interest and other, net," which is net of $507 million of currency translation adjustment losses reclassified from accumulated other comprehensive income (loss) associated with currency charges on the carrying values of ISecG goodwill and identified intangible assets. In addition, we recognized a tax expense of $822 million.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 9093 |
| | | | | | NOTE 12Note 11 : | GOODWILLGoodwill |
Goodwill activity for each period was as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In Millions) | | Dec 28, 2019 | | Acquisitions | | | | Other | | Dec 26, 2020 | | Data Center Group | | $ | 7,182 | | | $ | 50 | | | | | $ | 0 | | | $ | 7,232 | | | Internet of Things Group | | 1,579 | | | 12 | | | | | 0 | | | 1,591 | | | Mobileye | | 10,290 | | | 638 | | | | | 0 | | | 10,928 | | | Programmable Solutions Group | | 2,654 | | | 2 | | | | | (34) | | | 2,622 | | | Client Computing Group | | 4,333 | | | 27 | | | | | 0 | | | 4,360 | | | All other | | 238 | | | 0 | | | | | 0 | | | 238 | | | Total | | $ | 26,276 | | | $ | 729 | | | | | $ | (34) | | | $ | 26,971 | |
| | | | | | | | | | | | | | | | | | | | | |
(In Millions) | | Dec 30,
2017 | | Acquisitions | | Transfers | | Other | | Dec 29,
2018 | | Client Computing Group | | $ | 4,356 |
| | $ | 47 |
| | $ | — |
| | $ | — |
| | $ | 4,403 |
| | Data Center Group | | 5,421 |
| | 3 |
| | — |
| | — |
| | 5,424 |
| | Internet of Things Group | | 1,126 |
| | 16 |
| | 480 |
| | (43 | ) | | 1,579 |
| | Programmable Solutions Group | | 2,490 |
| | 89 |
| | — |
| | — |
| | 2,579 |
| | All other | | 10,996 |
| | 7 |
| | (480 | ) | | 5 |
| | 10,528 |
| | Total | | $ | 24,389 |
| | $ | 162 |
| | $ | — |
| | $ | (38 | ) | | $ | 24,513 |
|
| | | | | | | | | | | | | | | | | | | | | |
(In Millions) | | Dec 31,
2016 | | Acquisitions | | Transfers | | Other | | Dec 30,
2017 | | Client Computing Group | | $ | 4,356 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 4,356 |
| | Data Center Group | | 5,412 |
| | 9 |
| | — |
| | — |
| | 5,421 |
| | Internet of Things Group | | 1,123 |
| | 3 |
| | — |
| | — |
| | 1,126 |
| | Programmable Solutions Group | | 2,490 |
| | — |
| | — |
| | — |
| | 2,490 |
| | All other | | 718 |
| | 10,278 |
| | — |
| | — |
| | 10,996 |
| | Total | | $ | 14,099 |
| | $ | 10,290 |
| | $ | — |
| | $ | — |
| | $ | 24,389 |
|
During the third quarter of 2018, we made an organizational change to combine our artificial intelligence investments in edge computing with IOTG; accordingly, approximately $480 million of goodwill was reallocated from "all other" to the IOTG operating segment. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | Dec 29, 2018 | | Acquisitions | | | | Other | | Dec 28, 2019 | | Data Center Group | | $ | 5,424 | | | $ | 1,758 | | | | | $ | 0 | | | $ | 7,182 | | | Internet of Things Group | | 1,579 | | | 0 | | | | 0 | | | 1,579 | | Mobileye | | 10,290 | | | 0 | | | | 0 | | | 10,290 | | Programmable Solutions Group | | 2,579 | | | 67 | | | | 8 | | | 2,654 | | Client Computing Group | | 4,403 | | | 0 | | | | (70) | | | 4,333 | | All other | | 238 | | | 0 | | | | | 0 | | | 238 | | Total | | $ | 24,513 | | | $ | 1,825 | | | | | $ | (62) | | | $ | 26,276 | |
During the fourth quarters of 2018, 2017,2020 and 2016,2019, we completed our annual impairment assessments and we concluded that goodwill was not impaired in anyeither of these years. The accumulated impairment lossesloss as of December 29, 2018 were26, 2020 was $719 million: $365 million associated with CCG, $275 million associated with DCG, and $79 million associated with IOTG.
| | | | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 91 |
| | | NOTE 13 : | IDENTIFIED INTANGIBLE ASSETSIdentified Intangible Assets |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 26, 2020 | | December 28, 2019 | | (In Millions) | | Gross Assets | | Accumulated Amortization | | Net | | Gross Assets | | Accumulated Amortization | | Net | | Developed technology | | $ | 10,188 | | | $ | (4,880) | | | $ | 5,308 | | | $ | 9,407 | | | $ | (3,801) | | | $ | 5,606 | | | Customer relationships and brands | | 2,110 | | | (854) | | | 1,256 | | | 2,160 | | | (708) | | | 1,452 | | | Licensed technology and patents | | 2,836 | | | (1,629) | | | 1,207 | | | 2,975 | | | (1,455) | | | 1,520 | | | In-process R&D | | 954 | | | — | | | 954 | | | 1,664 | | | — | | | 1,664 | | | Other non-amortizing intangibles | | 301 | | | — | | | 301 | | | 585 | | | — | | | 585 | | | Total identified intangible assets | | $ | 16,389 | | | $ | (7,363) | | | $ | 9,026 | | | $ | 16,791 | | | $ | (5,964) | | | $ | 10,827 | |
| | | | | | | | | | | | | | | | | December 29, 2018 | | (In Millions) | | Gross Assets | | Accumulated Amortization | | Net | | Acquisition-related developed technology | | $ | 9,611 |
| | $ | (3,021 | ) | | $ | 6,590 |
| | Acquisition-related customer relationships and brands | | 2,179 |
| | (527 | ) | | 1,652 |
| | Licensed technology and patents | | 2,932 |
| | (1,406 | ) | | 1,526 |
| | Identified intangible assets subject to amortization | | 14,722 |
| | (4,954 | ) | | 9,768 |
| | In-process research and development | | 1,497 |
| | — |
| | 1,497 |
| | Other intangible assets | | 571 |
| | — |
| | 571 |
| | Identified intangible assets not subject to amortization | | 2,068 |
| | — |
| | 2,068 |
| | Total identified intangible assets | | $ | 16,790 |
| | $ | (4,954 | ) | | $ | 11,836 |
|
| | | | | | | | | | | | | | | | | December 30, 2017 | | (In Millions) | | Gross Assets | | Accumulated Amortization | | Net | | Acquisition-related developed technology | | $ | 8,912 |
| | $ | (1,922 | ) | | $ | 6,990 |
| | Acquisition-related customer relationships and brands | | 2,195 |
| | (342 | ) | | 1,853 |
| | Licensed technology and patents | | 3,104 |
| | (1,370 | ) | | 1,734 |
| | Identified intangible assets subject to amortization | | 14,211 |
| | (3,634 | ) | | 10,577 |
| | In-process research and development | | 2,168 |
| | — |
| | 2,168 |
| | Identified intangible assets not subject to amortization | | 2,168 |
| | — |
| | 2,168 |
| | Total identified intangible assets | | $ | 16,379 |
| | $ | (3,634 | ) | | $ | 12,745 |
|
Identified intangible assets subject to amortization recorded for each period and their respective estimated weighted average useful lives were as follows: | | | | | | | | | | | | | | | | | December 29, 2018 | | December 30, 2017 | | | | Gross Assets (In Millions) | | Estimated Useful Life (In Years) | | Gross Assets (In Millions) | | Estimated Useful Life (In Years) | | Acquisition-related developed technology | | $ | 35 |
| | 7 | | $ | 2,346 |
| | 9 | | Acquisition-related customer relationships and brands | | $ | — |
| | 0 | | $ | 777 |
| | 12 | | Licensed technology and patents | | $ | 66 |
| | 6 | | $ | 162 |
| | 7 |
Amortization expenses recorded for identified intangible assets in the consolidated statementsConsolidated Statements of incomeIncome for each period and the estimatedweighted average useful life ranges were as follows: | | | | | | | | | | | | | | | | | | | | Years Ended
(In Millions) | | Location | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Estimated
Useful Life Range (In Years) | | Acquisition-related developed technology | | Cost of sales | | $ | 1,105 |
| | $ | 912 |
| | $ | 937 |
| | 5 | – | 11 | | Acquisition-related customer relationships and brands | | Amortization of acquisition-related intangibles | | 200 |
| | 177 |
| | 294 |
| | 6 | – | 12 | | Licensed technology and patents | | Cost of sales | | 260 |
| | 288 |
| | 293 |
| | 2 | – | 17 | | Total amortization expenses | | | | $ | 1,565 |
| | $ | 1,377 |
| | $ | 1,524 |
| | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years Ended (In Millions) | | Location | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Weighted Average Useful Life1 | | Developed technology | | Cost of sales | | $ | 1,211 | | | $ | 1,124 | | | $ | 1,105 | | | 9 years | | Customer relationships and brands | | Marketing, general and administrative | | 205 | | | 200 | | | 200 | | | 11 years | | Licensed technology and patents | | Cost of sales | | 341 | | | 298 | | | 260 | | | 13 years | | Total amortization expenses | | | | $ | 1,757 | | | $ | 1,622 | | | $ | 1,565 | | | |
1 Represents weighted average useful life in years of intangible assets during 2020.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 92 |
We expect future amortization expense for the next five years and thereafter to be as follows: | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | Acquisition-related developed technology | | $ | 1,114 |
| | $ | 1,082 |
| | $ | 1,047 |
| | $ | 1,008 |
| | $ | 1,005 |
| | Acquisition-related customer relationships and brands | | 200 |
| | 199 |
| | 199 |
| | 177 |
| | 173 |
| | Licensed technology and patents | | 249 |
| | 218 |
| | 204 |
| | 196 |
| | 139 |
| | Total future amortization expenses | | $ | 1,563 |
| | $ | 1,499 |
| | $ | 1,450 |
| | $ | 1,381 |
| | $ | 1,317 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter | | Total | | Future amortization expenses | | $ | 1,749 | | | $ | 1,618 | | | $ | 1,453 | | | $ | 1,076 | | | $ | 672 | | | $ | 1,203 | | | $ | 7,771 | |
| | | | | | | | | | | | NOTE 14 : | OTHER LONG-TERM ASSETSFinancial Statements | Notes to Consolidated Financial Statements | 94 |
| | | | | | | | | |
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Non-current deferred tax assets | | $ | 1,122 |
| | $ | 840 |
| | Pre-payments for property, plant and equipment | | 1,507 |
| | 714 |
| | Loans receivable | | 479 |
| | 860 |
| | Other | | 1,313 |
| | 801 |
| | Total other long-term assets | | $ | 4,421 |
| | $ | 3,215 |
|
| | | | | | NOTE 15Note 13 : | BORROWINGSBorrowings |
SHORT-TERM DEBTShort-Term Debt
Short-term debt, which primarily includes the current portion of long-term debt, was $2.5 billion as of December 26, 2020 and $3.7 billion as of December 28, 2019. | | | | | | | | | |
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Commercial paper and drafts payable | | $ | 500 |
| | $ | 37 |
| | Current portion of long-term debt | | 761 |
| | 1,739 |
| | Total short-term debt | | $ | 1,261 |
| | $ | 1,776 |
|
OurThe current portion of long-term debt includes our 2009 junior subordinated convertible debentures due 2039, as well as debt classified as short-term based on contractual maturity.time remaining until maturity and, in 2019, also included amounts outstanding under our 2009 Debentures.
We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 9395 |
Long-Term Debt
LONG-TERM DEBT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dec 26, 2020 | | | | Dec 28, 2019 | | | | | | (In Millions) | | Effective Interest Rate | | Amount | | | | Amount | | | | | | Floating-rate senior notes: | | | | | | | | | | | | | | Three-month LIBOR plus 0.08%, due May 2020 | | 0% | | $ | 0 | | | | | $ | 700 | | | | | | | Three-month LIBOR plus 0.35%, due May 2022 | | 1.25% | | 800 | | | | | 800 | | | | | | | Fixed-rate senior notes: | | | | | | | | | | | | | | 1.85%, due May 2020 | | 0% | | 0 | | | | | 1,000 | | | | | | | 2.45%, due July 2020 | | 0% | | 0 | | | | | 1,750 | | | | | | | 1.70%, due May 2021 | | 1.79% | | 500 | | | | | 500 | | | | | | | 3.30%, due October 2021 | | 2.99% | | 2,000 | | | | | 2,000 | | | | | | | 2.35%, due May 2022 | | 1.96% | | 750 | | | | | 750 | | | | | | | 3.10%, due July 2022 | | 2.70% | | 1,000 | | | | | 1,000 | | | | | | 4.00%, due December 20221 | | 2.83% | | 417 | | | | | 382 | | | | | | | 2.70%, due December 2022 | | 2.28% | | 1,500 | | | | | 1,500 | | | | | | | 4.10%, due November 2023 | | 3.22% | | 400 | | | | | 400 | | | | | | | 2.88%, due May 2024 | | 2.31% | | 1,250 | | | | | 1,250 | | | | | | | 2.70%, due June 2024 | | 2.14% | | 600 | | | | | 600 | | | | | | | 3.40%, due March 2025 | | 3.46% | | 1,500 | | | | | 0 | | | | | | | 3.70%, due July 2025 | | 2.93% | | 2,250 | | | | | 2,250 | | | | | | | 2.60%, due May 2026 | | 1.36% | | 1,000 | | | | | 1,000 | | | | | | | 3.75%, due March 2027 | | 3.80% | | 1,000 | | | | | 0 | | | | | | | 3.15%, due May 2027 | | 1.91% | | 1,000 | | | | | 1,000 | | | | | | | 2.45%, due November 2029 | | 2.39% | | 2,000 | | | | | 1,250 | | | | | | | 3.90%, due March 2030 | | 3.94% | | 1,500 | | | | | 0 | | | | | | | 4.00%, due December 2032 | | 1.84% | | 750 | | | | | 750 | | | | | | | 4.60%, due March 2040 | | 4.62% | | 750 | | | | | 0 | | | | | | | 4.80%, due October 2041 | | 2.82% | | 802 | | | | | 802 | | | | | | | 4.25%, due December 2042 | | 2.01% | | 567 | | | | | 567 | | | | | | | 4.90%, due July 2045 | | 2.90% | | 772 | | | | | 772 | | | | | | | 4.10%, due May 2046 | | 2.13% | | 1,250 | | | | | 1,250 | | | | | | | 4.10%, due May 2047 | | 2.07% | | 1,000 | | | | | 1,000 | | | | | | | 4.10%, due August 2047 | | 1.64% | | 640 | | | | | 640 | | | | | | | 3.73%, due December 2047 | | 2.39% | | 1,967 | | | | | 1,967 | | | | | | | 3.25%, due November 2049 | | 3.20% | | 2,000 | | | | | 1,500 | | | | | | | 4.75%, due March 2050 | | 4.76% | | 2,250 | | | | | 0 | | | | | | | 3.10%, due February 2060 | | 3.12% | | 1,000 | | | | | 0 | | | | | | | 4.95%, due March 2060 | | 5.00% | | 1,000 | | | | | 0 | | | | | | | Oregon and Arizona bonds: | | | | | | | | | | | | | | 2.40% - 2.70%, due December 2035 - 2040 | | 2.49% | | 423 | | | | | 423 | | | | | | | 5.00%, due March 2049 | | 2.13% | | 138 | | | | | 138 | | | | | | | 5.00%, due June 2049 | | 2.15% | | 438 | | | | | 438 | | | | | | | Junior subordinated convertible debentures: | | | | | | | | | | | | | | 3.25%, due August 2039 | | 0% | | 0 | | | | | 372 | | | | | | | Total senior notes and other borrowings | | | | 35,214 | | | | | 28,751 | | | | | | | Unamortized premium/discount and issuance costs | | | | (378) | | | | | (529) | | | | | | | Hedge accounting fair value adjustments | | | | 1,565 | | | | | 781 | | | | | | | Long-term debt | | | | 36,401 | | | | | 29,003 | | | | | | | Current portion of long-term debt | | | | (2,504) | | | | | (3,695) | | | | | | | Total long-term debt | | | | $ | 33,897 | | | | | $ | 25,308 | | | | | |
| | | | | | | | | | | | | | | December 29, 2018 | | December 30, 2017 | | (In Millions) | | Effective Interest Rate | | Amount | | Amount | | Floating-rate senior notes: | | | | | | | | Three-month LIBOR plus 0.08%, due May 2020 | | 2.29% | | $ | 700 |
| | $ | 700 |
| | Three-month LIBOR plus 0.35%, due May 2022 | | 2.56% | | 800 |
| | 800 |
| | Fixed-rate senior notes: | | | | | | | | 2.50%, due November 2018 | | —% | | — |
| | 600 |
| 3.25%, due December 20191 | | 2.11% | | 177 |
| | 194 |
| | 1.85%, due May 2020 | | 1.89% | | 1,000 |
| | 1,000 |
| | 2.45%, due July 2020 | | 2.49% | | 1,750 |
| | 1,750 |
| | 1.70%, due May 2021 | | 1.79% | | 500 |
| | 500 |
| | 3.30%, due October 2021 | | 3.67% | | 2,000 |
| | 2,000 |
| | 2.35%, due May 2022 | | 2.67% | | 750 |
| | 750 |
| | 3.10%, due July 2022 | | 3.47% | | 1,000 |
| | 1,000 |
| 4.00%, due December 20221 | | 2.89% | | 389 |
| | 428 |
| | 2.70%, due December 2022 | | 3.06% | | 1,500 |
| | 1,500 |
| | 4.10%, due November 2023 | | 3.22% | | 400 |
| | 400 |
| | 2.88%, due May 2024 | | 3.03% | | 1,250 |
| | 1,250 |
| | 2.70%, due June 2024 | | 2.79% | | 600 |
| | 600 |
| | 3.70%, due July 2025 | | 4.16% | | 2,250 |
| | 2,250 |
| | 2.60%, due May 2026 | | 2.62% | | 1,000 |
| | 1,000 |
| | 3.15%, due May 2027 | | 3.21% | | 1,000 |
| | 1,000 |
| | 4.00%, due December 2032 | | 3.70% | | 750 |
| | 750 |
| | 4.80%, due October 2041 | | 4.49% | | 802 |
| | 802 |
| | 4.25%, due December 2042 | | 3.87% | | 567 |
| | 567 |
| | 4.90%, due July 2045 | | 4.56% | | 772 |
| | 772 |
| | 4.70%, due December 2045 | | 3.45% | | 915 |
| | 915 |
| | 4.10%, due May 2046 | | 3.72% | | 1,250 |
| | 1,250 |
| | 4.10%, due May 2047 | | 3.59% | | 1,000 |
| | 1,000 |
| | 4.10%, due August 2047 | | 2.91% | | 640 |
| | 640 |
| | 3.73%, due December 2047 | | 3.90% | | 1,967 |
| | 1,967 |
| | Oregon and Arizona bonds: | | | | | | | | 2.40% - 2.70%, due December 2035 - 2040 | | 2.49% | | 423 |
| | — |
| | Junior subordinated convertible debentures: | | | | | | | 3.25%, due August 20392 | | 3.42% | | 988 |
| | 2,000 |
| | Total senior notes and other borrowings | | | | 27,140 |
| | 28,385 |
| | Unamortized premium/discount and issuance costs | | | | (891 | ) | | (1,357 | ) | | Hedge accounting fair value adjustments | | | | (390 | ) | | (252 | ) | | Long-term debt | | | | 25,859 |
| | 26,776 |
| | Current portion of long-term debt | | | | (761 | ) | | (1,739 | ) | | Total long-term debt | | | | $ | 25,098 |
| | $ | 25,037 |
|
| | 1
| To manage foreign currency risk associated with the Australian-dollar-denominated notes issued in 2015, we entered into currency interest rate swaps with an aggregate notional amount of $577 million, which effectively converted these notes to U.S.-dollar-denominated notes. For further discussion on our currency interest rate swaps, see "Note 18: Derivative Financial Instruments." Principal and unamortized discount/issuance costs for the Australian-dollar-denominated notes in the table above were calculated using foreign currency exchange rates as of December 29, 2018 and December 30, 2017. |
| | 2
| Effective interest rate for the year ended December 30, 2017 was 4.03%. |
1To manage foreign currency risk associated with the Australian-dollar-denominated notes issued in 2015, we entered into currency interest rate swaps which had an aggregate outstanding notional amount of $396 million at December 26, 2020, which effectively converted these notes to U.S.-dollar-denominated notes. For further discussion on our currency interest rate swaps, see "Note 16: Derivative Financial Instruments." Principal and unamortized discount/issuance costs for the Australian-dollar-denominated notes in the table above were calculated using foreign currency exchange rates as of December 26, 2020 and December 28, 2019.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 9496 |
The fair value of our convertible debentures is determined using discounted cash flow models with observable market inputs, and takes into consideration variables such as interest rate changes, comparable instruments, subordination discount, and credit-rating changes. As of December 29, 2018 and December 30, 2017, the fair value of short- and long-term debt (excluding commercial paper and drafts payable) was $27.1 billion and $29.4 billion, respectively. These liabilities are classified as Level 2 within the fair value hierarchy, based on the nature of the fair value inputs.
Senior Notes During 2017,In 2020, we issued a total of $7.7$10.3 billion aggregate principal amount of senior notes. Net proceeds from the offerings are being used for general corporate purposes, which may include refinancing outstanding debt, funding for working capital and capital expenditures, and repurchasing shares of our common stock. During 2020, we repaid $1.0 billion of our 1.85% senior notes that matured in May 2020 and $1.8 billion of our 2.45% senior notes that matured in July 2020. We also repaid $700 million in floating-rate senior notes that matured in May 2020.
In 2019, we issued a total of $2.8 billion aggregate principal amount of senior notes which excludes the private placement of $2.0 billion of senior notes issued in December 2017, as discussed in the following paragraph. We used the net proceeds from the offerings of the notes for general corporate purposes, which included refinancing of outstanding debt and repurchase of shares of our common stock. Additionally, we redeemed our $1.0 billion, 4.90%$915 million, 4.70% senior notes due AugustDecember 2045. In December 2017, we completed exchange and cash offers for our outstanding 4.80% senior notes due 2041, 4.25% senior notes due 2042, and 4.90% senior notes due 2045 (Old Notes). As a result of the exchange offer, we issued in a private placement $2.0 billion principal amount of 3.73% senior notes due 2047 and paid $293 million cash in exchange for $1.9 billion aggregate principal amount of the Old Notes. As a result of the cash offer, we paid $518 million to repurchase $425 million aggregate principal amount and recognized a $93 million loss on the extinguishment of the Old Notes.
Our floating-rate senior notes pay interest quarterly and our fixed-rate senior notes pay interest semiannually. As of December 29, 2018 and December 30, 2017, the total principal amount of our fixed-rate senior notes that was converted to variable-rate indebtedness using interest rate swaps was $20.0 billion and $12.9 billion, respectively. We may redeem the fixed-rate notes prior to their maturity at our option at specified redemption prices and subject to certain restrictions. The obligations under the notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and will effectively rank junior to all liabilities of our subsidiaries. Oregon and Arizona Bonds DuringIn 2019, we received proceeds of $648 million in aggregate from the third quarter of 2018, we remarketed $423 million principal of bonds issued by the Industrial Development Authoritysale of the City of Chandler,2019 Arizona (the Arizona bonds)Bonds and the State of2019 Oregon Business Development Commission (the Oregon bonds).Bonds. The bonds are our unsecured general obligations in accordance with loan agreements we entered into with the Industrial Development Authority of the City of Chandler, Arizona and the State of Oregon Business Development Commission. The bonds mature between 2035 and 2040in 2049 and carry an interest ratesrate of 2.40% - 2.70%5.00%. Each series of theThe 2019 Arizona bondsBonds and the 2019 Oregon bonds isBonds are subject to mandatory tender in August 2023,June 2024 and March 2022, respectively, at which time we can remarketre-market the bonds as either fixed-rate bonds for a specified period or as variable-rate bonds until another fixed-rate period is selected or until their final maturity date.
Convertible Debentures In 2009, we issued junior subordinatedthe 2009 Debentures, which were convertible, debentures due 2039 (2009 debentures), which paysubject to certain conditions, into shares of our common stock and paid a fixed rate of interest semiannually. In 2018,2019, we paid $2.4$1.5 billion in cash to satisfy conversion obligations for $1.0 billion$615 million in principal, resulting in a cumulative loss of $260$156 million in interest and other, net, and $1.6$1.0 billion as a reduction toin stockholders' equity related to the conversion feature. The 2009 debentures have In 2020, we paid $1.1 billion in cash to settle our remaining $372 million in principal, resulting in a contingentloss of $109 million in interest component that requires usand other, net and $750 million as a reduction in stockholders' equity related to pay interest based on certain thresholds or for certain events, commencing on August 1, 2019. After such date, if the 10-day average trading price of $1,000 principal amount of the bond immediately preceding any six-month interest period is less than or equal to $650 or greater than or equal to $1,500, we are required to pay contingent 0.25% or 0.50% annual interest, respectively.
The 2009 debentures are convertible, subject to certain conditions. Holders can surrender the 2009 debentures for conversion if the closing price of Intel common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during the 30 consecutive trading-day period ending on the last trading day of the preceding fiscal quarter. We will settle any conversion of the 2009 debentures in cash up to the face value, and any amount in excess of face value will be settled in cash or stock at our option. On or after August 5, 2019, we can redeem, for cash, all or part of the 2009 debentures for the principal amount, plus any accrued and unpaid interest, if the closing price of Intel common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading-day period. In addition, if certain events occur in the future, the indenture governing the 2009 debentures provides that each holder of the debentures can, for a pre-defined period of time, require us to repurchase the holder’s debentures for the principal amount plus any accrued and unpaid interest. The 2009 debentures are subordinated in right of payment to any existing and future senior debt and to the other liabilities of our subsidiaries. We have concluded that the 2009 debentures are not conventional convertible debt instruments and that the embedded stock conversion options qualify as derivatives. In addition, we have concluded that the embedded conversion options would be classified in stockholders’ equity if they were freestanding derivative instruments and are not accounted for separately as derivative liabilities.feature.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 95 |
During the fourth quarter of 2018, the closing stock price conversion right condition of the 2009 debentures continued to be met and the debentures will be convertible at the option of the holders during the first quarter of 2019. As a result, the $569 million carrying amount of the 2009 debentures was classified as short-term debt on our consolidated balance sheet as of December 29, 2018 ($1.1 billion as of December 30, 2017). The excess of the amount required to be settled in cash if converted over the carrying amount of the 2009 debentures of $419 million has been classified as temporary equity on our consolidated balance sheet as of December 29, 2018 ($866 million as of December 30, 2017). In future periods, if the closing stock price conversion right condition is no longer met, all outstanding 2009 debentures would be reclassified to long-term debt and the temporary equity would be reclassified to stockholders’ equity on our consolidated balance sheet. | | | | | | | | | | | | | 2009 Debentures | | (In Millions, Except Per Share Amounts) | | Dec 29,
2018 | | Dec 30,
2017 | | Outstanding principal | | $ | 988 |
| | $ | 2,000 |
| Unamortized discount1 | | $ | 419 |
| | $ | 866 |
| | Net debt carrying amount | | $ | 569 |
| | $ | 1,134 |
| | Conversion rate (shares of common stock per $1,000 principal amount of debentures) | | 49.01 |
| | 48.37 |
| | Effective conversion price (per share of common stock) | | $ | 20.40 |
| | $ | 20.68 |
|
| | 1
| The unamortized discounts for the 2009 debentures are amortized over the remaining life of the debt. |
The conversion rate adjusts for certain events outlined in the indentures governing the 2009 debentures, such as quarterly dividend distributions in excess of $0.14 per share, but it does not adjust for accrued interest. In addition, the conversion rate will increase for a holder of the 2009 debentures who elects to convert the debentures in connection with certain share exchanges, mergers, or consolidations involving Intel.
Debt Maturities Our aggregate debt maturities, excluding commercial paper and drafts payable, based on outstanding principal as of December 29, 2018,26, 2020, by year payable, wereare as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 and thereafter | | Total | | | | $ | 177 |
| | $ | 3,450 |
| | $ | 2,500 |
| | $ | 4,439 |
| | $ | 400 |
| | $ | 16,174 |
| | $ | 27,140 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | 2026 and thereafter | | Total | | | $ | 2,500 | | | $ | 4,467 | | | $ | 400 | | | $ | 1,850 | | | $ | 3,750 | | | $ | 22,247 | | | $ | 35,214 | |
In the preceding table, the 2009 debentures are classified based on their stated maturity date, regardless of their classification on the consolidated balance sheet.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 9697 |
| | | | | | NOTE 16Note 14 : | FAIR VALUEFair Value |
ASSETS AND LIABILITIES MEASURED AND RECORDED AT FAIR VALUE ON A RECURRING BASISAssets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 26, 2020 | | December 28, 2019 | | | Fair Value Measured and Recorded at Reporting Date Using | | Total | | Fair Value Measured and Recorded at Reporting Date Using | | Total | | (In Millions) | | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 | | | Assets | | | | | | | | | | | | | | | | | | Cash equivalents: | | | | | | | | | | | | | | | | | | Corporate debt | | 0 | | $ | 50 | | | $ | 0 | | | $ | 50 | | | 0 | | $ | 713 | | | 0 | | $ | 713 | | Financial institution instruments1 | | 2,781 | | | 636 | | | 0 | | | 3,417 | | | 1,064 | | | 408 | | | 0 | | 1,472 | | | | | | | | | | | | | | | | | | | Reverse repurchase
agreements | | 0 | | 1,900 | | | 0 | | 1,900 | | | 0 | | 1,500 | | | 0 | | 1,500 | | | Short-term investments: | | | | | | | | | | | | | | | | | | Corporate debt | | 0 | | 428 | | | 0 | | 428 | | | 0 | | 347 | | | 0 | | 347 | | Financial institution instruments1 | | 0 | | 1,179 | | | 0 | | 1,179 | | | 0 | | 724 | | | 0 | | 724 | | Government debt2 | | 0 | | 685 | | | 0 | | 685 | | | 0 | | 11 | | | 0 | | 11 | | | Trading assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Corporate debt | | 0 | | 3,815 | | | 0 | | 3,815 | | | 0 | | 2,848 | | | 0 | | 2,848 | | Financial institution instruments1 | | 131 | | | 2,847 | | | 0 | | 2,978 | | | 87 | | | 1,578 | | | 0 | | 1,665 | | Government debt2 | | 0 | | | 8,945 | | | 0 | | 8,945 | | | 0 | | 3,334 | | | 0 | | 3,334 | | | Other current assets: | | | | | | | | | | | | | | | | | | Derivative assets | | 48 | | | 644 | | | 0 | | | 692 | | | 50 | | | 230 | | | 0 | | | 280 | | Loans receivable3 | | 0 | | 439 | | | 0 | | 439 | | | 0 | | 0 | | | 0 | | 0 | | | Marketable equity securities | | 136 | | | 1,694 | | | 0 | | | 1,830 | | | 450 | | | 0 | | | 0 | | | 450 | | | Other long-term investments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Corporate debt | | 0 | | 1,520 | | | 0 | | 1,520 | | | 0 | | 1,898 | | | 0 | | 1,898 | | Financial institution instruments1 | | 0 | | 257 | | | 0 | | 257 | | | 0 | | 825 | | | 0 | | 825 | | Government debt2 | | 0 | | 415 | | | 0 | | 415 | | | 0 | | 553 | | | 0 | | 553 | | | Other long-term assets: | | | | | | | | | | | | | | | | | | Derivative assets | | 0 | | | 1,520 | | | 30 | | | 1,550 | | | 0 | | | 690 | | | 16 | | | 706 | | Loans receivable3 | | 0 | | 157 | | | — | | 157 | | | 0 | | 554 | | | 0 | | 554 | | | Total assets measured and recorded at fair value | | $ | 3,096 | | | $ | 27,131 | | | $ | 30 | | | $ | 30,257 | | | $ | 1,651 | | | $ | 16,213 | | | $ | 16 | | | $ | 17,880 | | | Liabilities | | | | | | | | | | | | | | | | | | Other accrued liabilities: | | | | | | | | | | | | | | | | | | Derivative liabilities | | $ | 0 | | | $ | 810 | | | $ | 0 | | | $ | 810 | | | $ | 3 | | | $ | 287 | | | $ | 0 | | | $ | 290 | | | | | | | | | | | | | | | | | | | | Other long-term liabilities: | | | | | | | | | | | | | | | | | | Derivative liabilities | | 0 | | | 5 | | | 0 | | | 5 | | | 0 | | | 13 | | | 0 | | | 13 | | | Total liabilities measured and recorded at fair value | | $ | 0 | | | $ | 815 | | | $ | 0 | | | $ | 815 | | | $ | 3 | | | $ | 300 | | | $ | 0 | | | $ | 303 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 29, 2018 | | December 30, 2017 | | | | Fair Value Measured and Recorded at Reporting Date Using | | Total | | Fair Value Measured and Recorded at Reporting Date Using | | Total | | (In Millions) | | Level 1 | | Level 2 | | Level 3 | | Level 1 | | Level 2 | | Level 3 | | | Assets | | | | | | | | | | | | | | | | | | Cash equivalents: | | | | | | | | | | | | | | | | | | Corporate debt | | $ | — |
| | $ | 262 |
| | $ | — |
| | $ | 262 |
| | $ | — |
| | $ | 30 |
| | $ | — |
| | $ | 30 |
| Financial institution instruments 1 | | 550 |
| | 183 |
| | — |
| | 733 |
| | 335 |
| | 640 |
| | — |
| | 975 |
| Government debt 2 | | — |
| | — |
| | — |
| | — |
| | — |
| | 90 |
| | — |
| | 90 |
| | Reverse repurchase agreements | | — |
| | 1,850 |
| | — |
| | 1,850 |
| | — |
| | 1,399 |
| | — |
| | 1,399 |
| | Short-term investments: | | | | | | | | | | | | | | | | | | Corporate debt | | — |
| | 937 |
| | — |
| | 937 |
| | — |
| | 672 |
| | 3 |
| | 675 |
| Financial institution instruments 1 | | — |
| | 1,423 |
| | — |
| | 1,423 |
| | — |
| | 1,009 |
| | — |
| | 1,009 |
| Government debt 2 | | — |
| | 428 |
| | — |
| | 428 |
| | — |
| | 130 |
| | — |
| | 130 |
| | Trading assets: | | | | | | | | | | | | | | | | | | Asset-backed securities | | — |
| | — |
| | — |
| | — |
| | — |
| | 2 |
| | — |
| | 2 |
| | Corporate debt | | — |
| | 2,635 |
| | — |
| | 2,635 |
| | — |
| | 2,842 |
| | — |
| | 2,842 |
| Financial institution instruments 1 | | 67 |
| | 1,273 |
| | — |
| | 1,340 |
| | 59 |
| | 1,064 |
| | — |
| | 1,123 |
| Government debt 2 | | — |
| | 1,868 |
| | — |
| | 1,868 |
| | 30 |
| | 4,758 |
| | — |
| | 4,788 |
| | Other current assets: | | | | | | | | | | | | | | | | | | Derivative assets | | — |
| | 180 |
| | — |
| | 180 |
| | — |
| | 279 |
| | — |
| | 279 |
| | Loans receivable | | — |
| | 354 |
| | — |
| | 354 |
| | — |
| | 30 |
| | — |
| | 30 |
| | Marketable equity securities | | 1,440 |
| | — |
| | — |
| | 1,440 |
| | 4,148 |
| | 44 |
| | — |
| | 4,192 |
| | Other long-term investments: | | | | | | | | | | | | | | | | | | Corporate debt | | — |
| | 1,843 |
| | — |
| | 1,843 |
| | — |
| | 1,576 |
| | 4 |
| | 1,580 |
| Financial institution instruments 1 | | — |
| | 912 |
| | — |
| | 912 |
| | — |
| | 1,397 |
| | — |
| | 1,397 |
| Government debt 2 | | — |
| | 633 |
| | — |
| | 633 |
| | — |
| | 735 |
| | — |
| | 735 |
| | Other long-term assets: | | | | | | | | | | | | | | | | | | Derivative assets | | — |
| | 100 |
| | — |
| | 100 |
| | — |
| | 77 |
| | 7 |
| | 84 |
| | Loans receivable | | — |
| | 229 |
| | — |
| | 229 |
| | — |
| | 610 |
| | — |
| | 610 |
| | Total assets measured and recorded at fair value | | $ | 2,057 |
| | $ | 15,110 |
| | $ | — |
| | $ | 17,167 |
| | $ | 4,572 |
| | $ | 17,384 |
| | $ | 14 |
| | $ | 21,970 |
| | Liabilities | | | | | | | | | | | | | | | | | | Other accrued liabilities: | | | | | | | | | | | | | | | | | | Derivative liabilities | | $ | — |
| | $ | 412 |
| | $ | — |
| | $ | 412 |
| | $ | — |
| | $ | 454 |
| | $ | — |
| | $ | 454 |
| | Other long-term liabilities: | | | | | | | | | | | | | | | | | | Derivative liabilities | | — |
| | 415 |
| | 68 |
| | 483 |
| | — |
| | 297 |
| | 6 |
| | 303 |
| | Total liabilities measured and recorded at fair value | | $ | — |
| | $ | 827 |
| | $ | 68 |
| | $ | 895 |
| | $ | — |
| | $ | 751 |
| | $ | 6 |
| | $ | 757 |
|
| | 1
| Level 1 investments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions. |
| | 2
| Level 1 investments consist primarily of U.S. Treasury securities. Level 2 investments consist primarily of U.S. agency notes and non-U.S. government debt. |
1Level 1 investments in financial institution instruments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions.
2Level 2 investments in government debt consist primarily of U.S. agency notes and non-U.S. government debt, as well as marketable equity securities subject to security-specific restrictions.
3 The fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance based on the contractual currency. | | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 9798 |
ASSETS MEASURED AND RECORDED AT FAIR VALUE ON A NON-RECURRING BASISAssets Measured and Recorded at Fair Value on a Non-Recurring Basis
Our non-marketable equity securities, equity method investments, and certain non-financial assets, such as intangible assets and property, plant and equipment, are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an impairment or observable price adjustment is recognized on our non-marketable equity securities during the period, we classify these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.3. We classifiedclassify non-marketable equity securities and non-marketable equity method investments as Level 3. Impairments recognized on these investments held as of December 29, 201826, 2020 were $416$272 million ($537113 million held as of December 30, 201728, 2019 and $153$416 million held as of December 31, 2016)29, 2018). FINANCIAL INSTRUMENTS NOT RECORDED AT FAIR VALUE ON A RECURRING BASISFinancial Instruments Not Recorded at Fair Value on a Recurring Basis
Financial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not been remeasured or impaired in the current period, grants receivable, loans receivable, reverse repurchase agreements with original maturities greater than three months, and our short-term and long-termissued debt. Prior toWe classify the adoption of the new financial instrument standard, our non-marketable cost method investments were disclosed at fair value on a recurring basis. The carrying amount and fair value of our non-marketable cost method investments as of December 30, 2017 were $2.6 billion and $3.6 billion, respectively. These measures are classifiedgrants receivables as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.
As of December 29, 2018, the aggregate carrying value of grants receivable, loans receivable, and reverse repurchase agreements was $833 million (the aggregate carrying amount as of December 30, 2017 was $935 million).2. The estimated fair value of these financial instruments approximates their carrying value. The aggregate carrying value of grants receivable as of December 26, 2020 was $139 million (the aggregate carrying value of grants receivable and is categorizedreverse repurchase agreements with original maturities greater than three months as Level 2 within the fair value hierarchy based on the nature of the fair value inputs.December 28, 2019 was $543 million).
For information related toWe classify the fair value of our short-termissued debt (excluding commercial paper and long-term debt, see "Note 15: Borrowings."drafts payable) as Level 2. The fair value of these instruments was $40.9 billion as of December 26, 2020 ($30.6 billion as of December 28, 2019).
| | | | | | NOTE 17Note 15 : | OTHER COMPREHENSIVE INCOME (LOSS)Other Comprehensive Income (Loss) |
The changes in accumulated other comprehensive income (loss) by component and related tax effects for each period were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | | | Unrealized Holding Gains (Losses) on Derivatives | | Actuarial Valuation and Other Pension Expenses | | Translation Adjustments and Other | | Total | | | | | | | | | | | | | | | | | | | | | | | December 31, 20171 | | | | $ | 130 | | | $ | (1,028) | | | $ | (30) | | | $ | (928) | | | Other comprehensive income (loss) before reclassifications | | | | (310) | | | 157 | | | (16) | | | (169) | | | Amounts reclassified out of accumulated other comprehensive income (loss) | | | | 9 | | | 109 | | | 8 | | | 126 | | | Tax effects | | | | 48 | | | (56) | | | 5 | | | (3) | | | Other comprehensive income (loss) | | | | (253) | | | 210 | | | (3) | | | (46) | | | December 29, 2018 | | | | (123) | | | (818) | | | (33) | | | (974) | | | | | | | | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) before reclassifications | | | | (11) | | | (753) | | | 109 | | | (655) | | | Amounts reclassified out of accumulated other comprehensive income (loss) | | | | 195 | | | 67 | | | (6) | | | 256 | | | Tax effects | | | | (7) | | | 122 | | | (22) | | | 93 | | | Other comprehensive income (loss) | | | | 177 | | | (564) | | | 81 | | | (306) | | | December 28, 2019 | | | | 54 | | | (1,382) | | | 48 | | | (1,280) | | | Other comprehensive income (loss) before reclassifications | | | | 806 | | | (323) | | | 55 | | | 538 | | | Amounts reclassified out of accumulated other comprehensive income (loss) | | | | (8) | | | 89 | | | (11) | | | 70 | | | Tax effects | | | | (121) | | | 51 | | | (9) | | | (79) | | | Other comprehensive income (loss) | | | | 677 | | | (183) | | | 35 | | | 529 | | | December 26, 2020 | | | | $ | 731 | | | $ | (1,565) | | | $ | 83 | | | $ | (751) | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | Unrealized Holding Gains (Losses) on Available-for-Sale Equity Investments | | Unrealized Holding Gains (Losses) on Derivatives | | Actuarial Valuation and Other Pension Expenses | | Translation Adjustments and Other | | Total | | December 31, 2016 | | $ | 2,179 |
| | $ | (259 | ) | | $ | (1,280 | ) | | $ | (534 | ) | | $ | 106 |
| | Other comprehensive income (loss) before reclassifications | | 2,765 |
| | 605 |
| | 275 |
| | (2 | ) | | 3,643 |
| | Amounts reclassified out of accumulated other comprehensive income (loss) | | (3,433 | ) | | (69 | ) | | 103 |
| | 509 |
| | (2,890 | ) | | Tax effects | | 234 |
| | (171 | ) | | (61 | ) | | 1 |
| | 3 |
| | Other comprehensive income (loss) | | (434 | ) | | 365 |
| | 317 |
| | 508 |
| | 756 |
| | December 30, 2017 | | 1,745 |
| | 106 |
| | (963 | ) | | (26 | ) | | 862 |
| | Impact of change in accounting standards | | (1,745 | ) | | 24 |
| | (65 | ) | | (4 | ) | | (1,790 | ) | | Opening balance as of December 31, 2017 | | — |
| | 130 |
| | (1,028 | ) | | (30 | ) | | (928 | ) | | Other comprehensive income (loss) before reclassifications | | — |
| | (310 | ) | | 157 |
| | (16 | ) | | (169 | ) | | Amounts reclassified out of accumulated other comprehensive income (loss) | | — |
| | 9 |
| | 109 |
| | 8 |
| | 126 |
| | Tax effects | | — |
| | 48 |
| | (56 | ) | | 5 |
| | (3 | ) | | Other comprehensive income (loss) | | — |
| | (253 | ) | | 210 |
| | (3 | ) | | (46 | ) | | December 29, 2018 | | $ | — |
| | $ | (123 | ) | | $ | (818 | ) | | $ | (33 | ) | | $ | (974 | ) |
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 98 |
The amounts reclassified outDecember 31, 2017 include opening balance adjustments made as a result of accumulated other comprehensive income (loss) intochanges in accounting principle due to the consolidated statementsadoption of income for each period were as follows: | | | | | | | | | | | | | | | | | | | | | Income Before Taxes Impact for Years Ended (In Millions) | | Comprehensive Income Components | | Location | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Unrealized holding gains (losses) on available-for-sale investments: | | | | | | | | | | | | Gains (losses) on equity investments, net | | $ | — |
| | $ | 3,433 |
| | $ | 530 |
| | | | | | — |
| | 3,433 |
| | 530 |
| | Unrealized holding gains (losses) on derivatives: | | | | | | | | | | Foreign currency contracts | | Cost of sales | | (16 | ) | | (65 | ) | | (65 | ) | | | | Research and development | | 41 |
| | 45 |
| | 7 |
| | | | Marketing, general and administrative | | 22 |
| | 7 |
| | 5 |
| | | | Gains (losses) on equity investments, net | | — |
| | 57 |
| | 11 |
| | | | Interest and other, net | | (56 | ) | | 25 |
| | 4 |
| | | | | | (9 | ) | | 69 |
| | (38 | ) | | Amortization of pension and postretirement benefit components: | | | | | | | | | | Actuarial valuation and other pension expenses | | | | (109 | ) | | (103 | ) | | (170 | ) | | | | | | (109 | ) | | (103 | ) | | (170 | ) | | Translation adjustments and other | | Interest and other, net | | (8 | ) | | (509 | ) | | — |
| | Total amounts reclassified out of accumulated other comprehensive income (loss) | | | | $ | (126 | ) | | $ | 2,890 |
| | $ | 322 |
|
The amortization of pension and postretirement benefit components is includednew accounting standards in the computation of net periodic benefit cost. For more information, see "Note 19: Retirement Benefit Plans."2018.
We estimate that we will reclassify approximately $202$330 million (before taxes) of net derivative lossesgains included in accumulated other comprehensive income (loss) into earnings within the next 12 months. During the second quarter of 2017, we reclassified $507 million (before taxes) of currency translation adjustment losses included in accumulated other comprehensive income (loss) into earnings as a result of our divestiture of ISecG. For more information, see "Note 11: Acquisitions and Divestitures."
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 99 |
| | | | | | NOTE 18Note 16 : | DERIVATIVE FINANCIAL INSTRUMENTSDerivative Financial Instruments |
VOLUME OF DERIVATIVE ACTIVITYVolume of Derivative Activity
Total gross notional amounts for outstanding derivatives (recorded at fair value) at the end of each period were as follows: | | | (In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Foreign currency contracts | | $ | 19,223 |
| | $ | 19,958 |
| | $ | 17,960 |
| Foreign currency contracts | | $ | 31,209 | | | $ | 23,981 | | | $ | 19,223 | | | Interest rate contracts | | 22,447 |
| | 16,823 |
| | 14,228 |
| Interest rate contracts | | 14,461 | | | 14,302 | | | 22,447 | | | Other | | 1,356 |
| | 1,636 |
| | 1,340 |
| Other | | 2,026 | | | 1,753 | | | 1,356 | | | Total | | $ | 43,026 |
|
| $ | 38,417 |
|
| $ | 33,528 |
| Total | | $ | 47,696 | | | $ | 40,036 | | | $ | 43,026 | |
During 2018, 2017,2020 and 2016,2019, we entereddid not enter into $7.1 billion, $4.8 billion, and $4.7 billion, respectively, ofany new pay-variable, receive-fixed interest rate swaps to hedge against changes in the fair value attributable to the benchmark interest rates related to our outstanding senior notes. These hedges wereIn 2018, we entered into $7.1 billion of such swaps and designated them as fair value hedges. The total notional amount of these swaps was $12.0 billion as of December 26, 2020 and $12.0 billion as of December 28, 2019. In 2019, we unwound $7.1 billion of swaps, resulting in a $111 million gain to be amortized over the remaining life of the debt. FAIR VALUE OF DERIVATIVE INSTRUMENTS IN THE CONSOLIDATED BALANCE SHEETSFair Value of Derivative Instruments in the Consolidated Balance Sheets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 26, 2020 | | December 28, 2019 | | (In Millions) | | Assets1 | | Liabilities2 | | Assets1 | | Liabilities2 | | Derivatives designated as hedging instruments | | | | | | | | | Foreign currency contracts3 | | $ | 551 | | | $ | 2 | | | $ | 56 | | | $ | 159 | | | Interest rate contracts | | 1,498 | | | 0 | | | 690 | | | 9 | | | | | | | | | | | | Total derivatives designated as hedging instruments | | 2,049 | | | 2 | | | 746 | | | 168 | | | Derivatives not designated as hedging instruments | | | | | | | | | Foreign currency contracts3 | | 142 | | | 685 | | | 179 | | | 78 | | | Interest rate contracts | | 3 | | | 128 | | | 11 | | | 54 | | | Equity contracts | | 48 | | | 0 | | | 50 | | | 3 | | | Total derivatives not designated as hedging instruments | | 193 | | | 813 | | | 240 | | | 135 | | | Total derivatives | | $ | 2,242 | | | $ | 815 | | | $ | 986 | | | $ | 303 | |
| | | | | | | | | | | | | | | | | | | | | December 29, 2018 | | December 30, 2017 | | (In Millions) | | Assets1 | | Liabilities2 | | Assets1 | | Liabilities2 | | Derivatives designated as hedging instruments | | | | | | | | | Foreign currency contracts3 | | $ | 44 |
| | $ | 244 |
| | $ | 283 |
| | $ | 32 |
| | Interest rate contracts | | 84 |
| | 474 |
| | 1 |
| | 254 |
| | Total derivatives designated as hedging instruments | | 128 |
|
| 718 |
|
| 284 |
|
| 286 |
| | Derivatives not designated as hedging instruments | | | | | | | | | Foreign currency contracts3 | | 132 |
| | 155 |
| | 52 |
| | 447 |
| | Interest rate contracts | | 20 |
| | 22 |
| | 18 |
| | 24 |
| | Other | | — |
| | — |
| | 9 |
| | — |
| | Total derivatives not designated as hedging instruments | | 152 |
|
| 177 |
|
| 79 |
|
| 471 |
| | Total derivatives | | $ | 280 |
|
| $ | 895 |
|
| $ | 363 |
|
| $ | 757 |
|
| | 1
| Derivative assets are recorded as other assets, current and non-current. |
| | 2
| Derivative liabilities are recorded as other liabilities, current and non-current. |
| | 3
| The majority of these instruments mature within 12 months.
|
1Derivative assets are recorded as other assets, current and long-term.
2Derivative liabilities are recorded as other liabilities, current and long-term.
3The majority of these instruments mature within 12 months.
Amounts Offset in the Consolidated Balance Sheets | | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 100 |
AMOUNTS OFFSET IN THE CONSOLIDATED BALANCE SHEETS
The gross amounts of our derivative instruments and reverse repurchase agreementsAgreements 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 26, 2020 | | | | | | | | | Gross Amounts Not Offset in the Balance Sheet | | | | (In Millions) | | Gross Amounts Recognized | | Gross Amounts Offset in the Balance Sheet | | Net Amounts Presented in the Balance Sheet | | Financial Instruments | | Cash and Non-Cash Collateral Received or Pledged | | Net Amount | | Assets: | | | | | | | | | | | | | | Derivative assets subject to master netting arrangements | | $ | 2,235 | | | $ | 0 | | | $ | 2,235 | | | $ | (264) | | | $ | (1,904) | | | $ | 67 | | | Reverse repurchase agreements | | 1,900 | | | 0 | | | 1,900 | | | 0 | | | (1,900) | | | 0 | | | Total assets | | 4,135 | | | 0 | | | 4,135 | | | (264) | | | (3,804) | | | 67 | | | Liabilities: | | | | | | | | | | | | | | Derivative liabilities subject to master netting arrangements | | 711 | | | 0 | | | 711 | | | (264) | | | (447) | | | 0 | | | | | | | | | | | | | | | | Total liabilities | | $ | 711 | | | $ | 0 | | | $ | 711 | | | $ | (264) | | | $ | (447) | | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 29, 2018 | | | | | | | | | | Gross Amounts Not Offset in the Balance Sheet | | | | (In Millions) | | Gross Amounts Recognized | | Gross Amounts Offset in the Balance Sheet | | Net Amounts Presented in the Balance Sheet | | Financial Instruments | | Cash and Non-Cash Collateral Received or Pledged | | Net Amount | | Assets: | | | | | | | | | | | | | | Derivative assets subject to master netting arrangements | | $ | 292 |
| | $ | — |
| | $ | 292 |
| | $ | (220 | ) | | $ | (72 | ) | | $ | — |
| | Reverse repurchase agreements | | 2,099 |
| | — |
| | 2,099 |
| | — |
| | (1,999 | ) | | 100 |
| | Total assets | | 2,391 |
|
| — |
|
| 2,391 |
|
| (220 | ) |
| (2,071 | ) |
| 100 |
| | Liabilities: | | | | | | | | | | | | | | Derivative liabilities subject to master netting arrangements | | 890 |
| | — |
| | 890 |
| | (220 | ) | | (576 | ) | | 94 |
| | Total liabilities | | $ | 890 |
|
| $ | — |
|
| $ | 890 |
|
| $ | (220 | ) |
| $ | (576 | ) |
| $ | 94 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 30, 2017 | | | | | | | | | | Gross Amounts Not Offset in the Balance Sheet | | | | (In Millions) | | Gross Amounts Recognized | | Gross Amounts Offset in the Balance Sheet | | Net Amounts Presented in the Balance Sheet | | Financial Instruments | | Cash and Non-Cash Collateral Received or Pledged | | Net Amount | | Assets: | | | | | | | | | | | | | | Derivative assets subject to master netting arrangements | | $ | 350 |
| | $ | — |
| | $ | 350 |
| | $ | (206 | ) | | $ | (130 | ) | | $ | 14 |
| | Reverse repurchase agreements | | 1,649 |
| | — |
| | 1,649 |
| | — |
| | (1,649 | ) | | — |
| | Total assets | | 1,999 |
|
| — |
|
| 1,999 |
|
| (206 | ) |
| (1,779 | ) |
| 14 |
| | Liabilities: | | | | | | | | | | | | | | Derivative liabilities subject to master netting arrangements | | 745 |
| | — |
| | 745 |
| | (206 | ) | | (504 | ) | | 35 |
| | Total liabilities | | $ | 745 |
|
| $ | — |
|
| $ | 745 |
|
| $ | (206 | ) |
| $ | (504 | ) |
| $ | 35 |
|
| | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 100 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | December 28, 2019 | | | | | | | | | Gross Amounts Not Offset in the Balance Sheet | | | | (In Millions) | | Gross Amounts Recognized | | Gross Amounts Offset in the Balance Sheet | | Net Amounts Presented in the Balance Sheet | | Financial Instruments | | Cash and Non-Cash Collateral Received or Pledged | | Net Amount | | Assets: | | | | | | | | | | | | | | Derivative assets subject to master netting arrangements | | $ | 974 | | | $ | 0 | | | $ | 974 | | | $ | (144) | | | $ | (808) | | | $ | 22 | | | Reverse repurchase agreements | | 1,850 | | | 0 | | | 1,850 | | | 0 | | | (1,850) | | | 0 | | | Total assets | | 2,824 | | | 0 | | | 2,824 | | | (144) | | | (2,658) | | | 22 | | | Liabilities: | | | | | | | | | | | | | | Derivative liabilities subject to master netting arrangements | | 262 | | | 0 | | | 262 | | | (144) | | | (72) | | | 46 | | | | | | | | | | | | | | | | Total liabilities | | $ | 262 | | | $ | 0 | | | $ | 262 | | | $ | (144) | | | $ | (72) | | | $ | 46 | |
We obtain and secure available collateral from counterparties against obligations, including securities lending transactions and reverse repurchase agreements, when we deem it appropriate.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 101 |
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPSDerivatives 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 $806 million net gains in 2020 ($11 million net losses in 2019 and $310 million net losses in 2018 ($605 million net gains in 2017 and $26 million net losses in 2016)2018). Substantially all of our cash flow hedges are foreign currency contracts for all periods presented. Hedge ineffectiveness and amountsAmounts excluded from effectiveness testing were insignificant during all periods presented.
For information on the unrealized holding gains (losses) on derivatives reclassified out of accumulated other comprehensive income into the consolidated statementsConsolidated Statements of income,Income, see "Note 17:15: Other Comprehensive Income (Loss)." DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPSDerivatives 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: | | | | | | | | | | | | | | | | | | | | | | | Gains (Losses) Recognized in Statement of Income on Derivatives | | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Interest rate contracts | | $ | 817 | | | $ | 1,071 | | | $ | (138) | | | Hedged items | | (817) | | | (1,071) | | | 138 | | | Total | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | Gains (Losses) Recognized in Statement of Income on Derivatives | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Interest rate contracts | | $ | (138 | ) | | $ | (68 | ) | | $ | (171 | ) | | Hedged items | | 138 |
| | 68 |
| | 171 |
| | Total | | $ | — |
| | $ | — |
| | $ | — |
|
There was no ineffectiveness duringall periods presented in the preceding table.
The amounts recorded on the consolidated balance sheetConsolidated Balance Sheet related to cumulative basis adjustments for fair value hedges for each period were as follows: | | | Line Item in the Consolidated Balance Sheet in Which the Hedged Item Is Included | | Carrying Amount of the Hedged Item Asset/(Liabilities) | | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities) | Line Item in the Consolidated Balance Sheet in Which the Hedged Item Is Included | | Carrying Amount of the Hedged Item Asset/(Liabilities) | | Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities) | Years Ended
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 29,
2018 | | Dec 30,
2017 | Years Ended (In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 26, 2020 | | Dec 28, 2019 | | Long-term debt | | $ | (19,622 | ) | | $ | (12,653 | ) | | $ | 390 |
| | $ | 252 |
| Long-term debt | | $ | (13,495) | | | $ | (12,678) | | | $ | (1,498) | | | $ | (681) | |
As of December 29, 2018 and December 30, 2017, the total notional amount of pay variable/receive fixed-interest rate swaps was $20.0 billion and $12.9 billion, respectively.
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTSDerivatives Not Designated as Hedging Instruments
The effects of derivative instruments not designated as hedging instruments on the consolidated statementsConsolidated Statements of incomeIncome for each period were as follows: | | Years Ended
(In Millions) | | Location of Gains (Losses) Recognized in Income on Derivatives | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | Years Ended (In Millions) | | Location of Gains (Losses)
Recognized in Income on Derivatives | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Foreign currency contracts | | Interest and other, net | | $ | 372 |
| | $ | (547 | ) | | $ | 388 |
| Foreign currency contracts | | Interest and other, net | | $ | (572) | | | $ | 204 | | | $ | 372 | | | Interest rate contracts | | Interest and other, net | | 9 |
| | 9 |
| | 8 |
| Interest rate contracts | | Interest and other, net | | (90) | | | (32) | | | 9 | | | Other | | Various | | (147 | ) | | 203 |
| | 113 |
| Other | | Various | | 284 | | | 297 | | | (147) | | | Total | Total | | $ | 234 |
|
| $ | (335 | ) |
| $ | 509 |
| Total | | $ | (378) | | | $ | 469 | | | $ | 234 | |
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 102101 |
| | | | | | NOTE 19Note 17 : | RETIREMENT BENEFIT PLANSRetirement Benefit Plans |
DEFINED CONTRIBUTION PLANSDefined Contribution Plans
We provide tax-qualified defined contribution plans for the benefit of eligible employees, former employees, and retirees in the U.S. 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 U.S. employees, we also provide an unfunded non-tax-qualified supplemental deferred compensation plan for certain highly compensated employees. We expensed $372$398 million for discretionarymatching contributions tobased on the amount of employee contributions under the U.S. qualified defined contribution and non-qualified deferred compensation plans in 2018 ($3462020. Prior to 2020, the contributions were discretionary and we expensed $379 million in 20172019 and $326$372 million in 2016).2018. U.S. POSTRETIREMENT MEDICAL BENEFITS PLANRetiree Medical Plan Upon retirement, we provide certain benefits to eligible U.S. employees who were hired prior to 2014 under the U.S. PostretirementRetiree Medical Benefits 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 29, 201826, 2020 and December 30, 2017,28, 2019, the projected benefit obligation was $547$741 million and $567$633 million, respectively, which used the discount rate of 4.4%2.4% and 3.8%, respectively.3.3%. The December 29, 201826, 2020 and December 30, 201728, 2019 corresponding fair value of plan assets was $476$600 million and $563 million, respectively.$553 million. The investment strategy for U.S. PostretirementRetiree Medical Benefits Plan assets is to invest primarily in liquid assets, due to the level of expected future benefit payments. The assets are invested solely in a tax-aware global equity portfolio, which is actively managed by an external investment manager. The tax-aware global equity portfolio is composed of a diversified mix of equities in developed countries. As of December 29, 2018,26, 2020, substantially all of the U.S. PostretirementRetiree Medical Benefits Plan assets were invested in exchange-traded equity securities and were measured at fair value using Level 1 inputs.
The estimated benefit payments for this plan over the next 10 years are as follows: | | | (In Millions) | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024-2028 | (In Millions) | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | 2026-2030 | | Postretirement Medical Benefits | | $ | 28 |
| | $ | 30 |
| | $ | 31 |
| | $ | 32 |
| | $ | 33 |
| | $ | 181 |
| Postretirement Medical Benefits | | $ | 37 | | | $ | 38 | | | $ | 39 | | | $ | 40 | | | $ | 41 | | | $ | 218 | |
PENSION BENEFIT PLANSPension Benefit Plans
We provide defined-benefit pension plans in certain countries, most significantly the U.S., Ireland, Germany,Israel, and Israel. TheGermany. A substantial majority of the plans' benefits have been frozen and beginning on January 1, 2020, future benefit accruals for the U.S. plan will be frozen to remaining eligible employees, reducing our projected benefit obligation by $150 million at December 29, 2018.frozen.
| | | | | | | | | | | | FINANCIAL STATEMENTS | Financial Statements | Notes to Consolidated Financial Statements | 103102 |
Benefit Obligation and Plan Assets for Pension Benefit Plans
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. | |
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 |
(In Millions) | | Dec 26, 2020 | | Dec 28, 2019 | | Changes in projected benefit obligation: | | | | | Changes in projected benefit obligation: | | | | | | Beginning projected benefit obligation | | $ | 3,842 |
| | $ | 3,640 |
| Beginning projected benefit obligation | | $ | 4,284 | | | $ | 3,433 | | | Service cost | | 65 |
| | 84 |
| Service cost | | 49 | | | 54 | | | Interest cost | | 113 |
| | 117 |
| Interest cost | | 97 | | | 113 | | | Actuarial (gain) loss | | (204 | ) | | 24 |
| Actuarial (gain) loss | | 373 | | | 829 | | | Currency exchange rate changes | | (121 | ) | | 281 |
| Currency exchange rate changes | | 261 | | | (2) | | | Plan curtailments | | (150 | ) | | (162 | ) | | | | Plan settlements | | (74 | ) | | (101 | ) | Plan settlements | | (79) | | | (57) | | | Other | | (38 | ) | | (41 | ) | Other | | (56) | | | (86) | | Ending projected benefit obligation1 | | 3,433 |
| | 3,842 |
| Ending projected benefit obligation1 | | 4,929 | | | 4,284 | | | | | | | | | | Changes in fair value of plan assets: | | | | | Changes in fair value of plan assets: | | | | | | Beginning fair value of plan assets | | 2,287 |
| | 1,696 |
| Beginning fair value of plan assets | | 2,654 | | | 2,551 | | | Actual return on plan assets | | (38 | ) | | 136 |
| Actual return on plan assets | | 203 | | | 193 | | | Employer contributions | | 480 |
| | 471 |
| | | Currency exchange rate changes | | (62 | ) | | 124 |
| Currency exchange rate changes | | 113 | | 3 | | Plan settlements | | (74 | ) | | (101 | ) | | | | Other | | (42 | ) | | (39 | ) | Other | | (92) | | | (93) | | Ending fair value of plan assets2 | | 2,551 |
| | 2,287 |
| Ending fair value of plan assets2 | | 2,878 | | | 2,654 | | | | | | | | | | Net funded status | | $ | 882 |
| | $ | 1,555 |
| | | Net unfunded status | | Net unfunded status | | $ | 2,051 | | | $ | 1,630 | | | | | | | | | | Amounts recognized in the consolidated balance sheets | | | | | | | Other long-term assets | | $ | 244 |
| | $ | — |
| | | Amounts recognized in the Consolidated Balance Sheets | | Amounts recognized in the Consolidated Balance Sheets | | | | | | | Other long-term liabilities | | $ | 1,126 |
| | $ | 1,555 |
| Other long-term liabilities | | $ | 2,051 | | | $ | 1,630 | | Accumulated other comprehensive loss (income), before tax3 | | $ | 1,038 |
| | $ | 1,257 |
| Accumulated other comprehensive loss (income), before tax3 | | $ | 1,911 | | | $ | 1,730 | | | Accumulated benefit obligation4 | | Accumulated benefit obligation4 | | $ | 4,429 | | | $ | 3,862 | |
| | 11 The projected benefit obligation was approximately 35% in the U.S. and 65% outside of the U.S. as of December 26, 2020 and December 28, 2019. 2 The fair value of plan assets was approximately 55% in the U.S. and 45% outside of the U.S. as of December 26, 2020 and December 28, 2019. 3 The accumulated other comprehensive loss (income), before tax, was approximately 35% in the U.S. and 65% outside of the U.S. as of December 26, 2020 and December 28, 2019. 4 All plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets for all periods presented. | The split between U.S. and non-U.S. in the projected benefit obligation was approximately 35% and 65%, respectively, as of December 29, 2018 and 40% and 60%, respectively, as of December 30, 2017. |
| | 2
| The split between the U.S. and non-U.S. in the fair value of plan assets was approximately 55% and 45%, respectively, as of December 29, 2018 and 50% and 50%, respectively, as of December 30, 2017. |
| | 3
| The split between U.S. and non-U.S. in the accumulated other comprehensive loss (income), before tax, was approximately 35% and 65%, respectively, as of December 29, 2018 and 40% and 60%, respectively, as of December 30, 2017. |
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 29, 2018, the accumulated benefit obligations were $1.2 billion and $2.0 billionAssumptions for the U.S. plan and non-U.S. plans, respectively. In 2018, the U.S. plan was in the net asset position and all non-U.S. plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets. As of December 30, 2017, the accumulated benefit obligations were $1.3 billion and $2.1 billion for the U.S. plan and non-U.S. plans, respectively, and all plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets.Pension Benefit Plans
| | | | | | | | | | | | | | | | | Dec 26, 2020 | | Dec 28, 2019 | | Weighted average actuarial assumptions used to determine benefit obligations | | | | | | Discount rate | | 1.9 | % | | 2.3 | % | | Rate of compensation increase | | 3.2 | % | | 3.5 | % |
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 104 |
| | | | | | | | | |
(In Millions) | | Dec 29,
2018 | | Dec 30,
2017 | | Plans with accumulated benefit obligation in excess of plan assets | | | | | | Accumulated benefit obligation | | $ | 1,965 |
| | $ | 3,423 |
| | Plan assets | | $ | 1,106 |
| | $ | 2,287 |
| | | | | | | | Plans with projected benefit obligation in excess of plan assets | | | | | | Projected benefit obligation | | $ | 2,232 |
| | $ | 3,842 |
| | Plan assets | | $ | 1,106 |
| | $ | 2,287 |
|
ASSUMPTIONS FOR PENSION BENEFIT PLANS
| | | | | | | | | | | Dec 29,
2018 | | Dec 30,
2017 | | Weighted average actuarial assumptions used to determine benefit obligations | | | | | | Discount rate | | 3.3 | % | | 3.0 | % | | Rate of compensation increase | | 3.5 | % | | 3.3 | % |
| | | | | 2018 | | 2017 | | 2016 | | 2020 | | 2019 | | 2018 | | Weighted average actuarial assumptions used to determine costs | | | | | | | Weighted average actuarial assumptions used to determine costs | | | | | | | | Discount rate | | 3.0 | % | | 3.2 | % | | 3.3 | % | Discount rate | | 2.3 | % | | 3.4 | % | | 3.0 | % | | Expected long-term rate of return on plan assets | | 4.7 | % | | 4.6 | % | | 5.5 | % | Expected long-term rate of return on plan assets | | 3.3 | % | | 4.7 | % | | 4.7 | % | | Rate of compensation increase | | 3.3 | % | | 3.6 | % | | 3.8 | % | Rate of compensation increase | | 3.2 | % | | 3.5 | % | | 3.3 | % |
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 long-term expected rate of return 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. Policy. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 103 |
Funding Our practice is to fund the various pension plans in amounts sufficient to meet the minimum requirements of applicable local laws and regulations. Additional funding may be provided as deemed appropriate. Funding for the U.S. PostretirementRetiree Medical Benefits Plan is discretionary under applicable laws and regulations; additional funding may be provided as deemed appropriate. Funding Status.On a worldwide basis, our pension and postretirement benefitretiree medical plans were 76%61% funded as of December 29, 2018.26, 2020. The U.S. Intel Minimum Pension Plan, which accounts for 30%31% of the worldwide pension and postretirementretiree medical benefit obligations, was 120%89% 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 U.S. retirement plans is determined in accordance with the Employee Retirement Income Security Act (ERISA),ERISA, which sets required minimum contributions. Cumulative company funding to the U.S. Intel Minimum Pension Plan currently exceeds the minimum ERISA funding requirements.
NET PERIODIC BENEFIT COSTNet Periodic Benefit Cost
The net periodic benefit cost for pension benefits and U.S. postretirementretiree medical benefits was $164 million in 2020 ($135 million in 2019 and $197 million in 2018 ($243 million in 2017 and $415 million in 2016)2018). The decrease in the net periodic pension benefit cost in 2017 compared to 2016 was primarily attributed to plan settlements and remeasurement in conjunction with our 2016 Restructuring Program. See "Note 8: Restructuring and Other Charges."
Pension Plan Assets
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 105 |
| | | | | December 29, 2018 | | Dec 30,
2017 | | December 26, 2020 | | Dec 28, 2019 | | | | Fair Value Measured at Reporting Date Using | | | | | | Fair Value Measured at Reporting Date Using | | | | | (In Millions) | | Level 1 | | Level 2 | | Level 3 | | Total | | Total | (In Millions) | | Level 1 | | Level 2 | | Level 3 | | Total | | Total | | Equity securities | | $ | — |
| | $ | 261 |
| | $ | — |
| | $ | 261 |
| | $ | 473 |
| Equity securities | | $ | 0 | | | $ | 320 | | | $ | 0 | | | $ | 320 | | | $ | 278 | | | Fixed income | | — |
| | 93 |
| | 18 |
| | 111 |
| | 465 |
| Fixed income | | 0 | | | 114 | | | 21 | | | 135 | | | 119 | | | Other investments | | — |
| | — |
| | — |
| | — |
| | 19 |
| | | Assets measured by fair value hierarchy | | $ | — |
| | $ | 354 |
| | $ | 18 |
| | $ | 372 |
| | $ | 957 |
| Assets measured by fair value hierarchy | | $ | 0 | | | $ | 434 | | | $ | 21 | | | $ | 455 | | | $ | 397 | | | Assets measured at net asset value | | | | | | | | 2,138 |
| | 1,208 |
| Assets measured at net asset value | | 2,401 | | | 2,236 | | | Cash and cash equivalents | | | | | | | | 41 |
| | 122 |
| Cash and cash equivalents | | 22 | | | 21 | | | Total pension plan assets at fair value | | | | | | | | $ | 2,551 |
| | $ | 2,287 |
| Total pension plan assets at fair value | | $ | 2,878 | | | $ | 2,654 | |
U.S. Plan Assets The investment strategy for U.S. Intel Minimum Pension Plan assets is to maximize risk-adjusted returns,manage the funded status volatility, taking into consideration the investment horizon and expected volatility to help ensure that sufficient assets are available to pay pension benefits as they come due. 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 were 45%are approximately 90% fixed income 30% hedge funds, and 25%10% equity investments in 2018.investments. During 2018,2020, the U.S. Intel Minimum Pension Plan assets were invested in collective investment trust funds, which are measured at net asset value. Non-U.S. Plan Assets The investments of the non-U.S. plans are managed by insurance companies, pension funds, or third-party trustees, consistent with regulations or market practice of the country where the assets are invested. The investment manager makes investment decisions within the guidelines set by Intel or local regulations. Investments managed by qualified insurance companies or pension funds under standard contracts follow local regulations, and we are not actively involved in their investment strategies. For the assets that we have discretion to set investment guidelines, the assets are invested in developed country equity investments and fixed-income investments, either through index funds or direct investment. In general, the investment strategy is designed to accumulate a diversified portfolio among markets, asset classes, or individual securities to reduce market risk and to help ensure that the pension assets are available to pay benefits as they come due. The target allocation of the non-U.S. plan assets that we have control over was approximately 45% fixed income, 35% equity, and 20% hedge fund investments in 2018.2020. The equity investments in the non-U.S. plan assets are invested in a diversified mix of equities of developed countries, including the U.S., and emerging markets throughout the world. We have control over the investment strategy related to the majority of the assets measured at net asset value, which are invested in hedge funds, bond index funds, and equity index funds. ESTIMATED FUTURE BENEFIT PAYMENTS FOR PENSION BENEFIT PLANSEstimated Future Benefit Payments for Pension Benefit Plans
Estimated benefit payments over the next 10 years are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024-2028 | | Pension benefits | | $ | 117 |
| | $ | 111 |
| | $ | 113 |
| | $ | 115 |
| | $ | 115 |
| | $ | 603 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | 2026-2030 | | Pension benefits | | $ | 158 | | | $ | 151 | | | $ | 155 | | | $ | 149 | | | $ | 154 | | | $ | 814 | |
| | | | | | | | | | | | NOTE 20 | Financial Statements | Notes to Consolidated Financial Statements | 104 |
| | | | | | | Note 18 : | EMPLOYEE EQUITY INCENTIVE PLANSEmployee Equity Incentive Plans |
Our equity incentive plans are broad-based, long-term programs intended to attract and retain talented employees and align stockholder and employee interests. Our plans include our 2006 Equity Incentive Plan (2006 Plan) and our 2006 Employee Stock Purchase Plan (2006 ESPP).ESPP. Under the 2006 Plan, 786866 million shares of common stock have been authorized for issuance as equity awards to employees and non-employee directors through June 2020.2023. As of December 29, 2018, 18526, 2020, 193 million shares of common stock remained available for future grants.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 106 |
Under the 2006 Plan, we grant RSUs and previously granted stock options. We grant RSUs with a service condition as well as RSUs with both a market condition, performance condition, and a service condition, which we call outperformance stock units (OSUs),PSUs. Prior to 2019, we granted OSUs, which were RSUs with only market and have beenservice conditions. PSUs are granted to a group of senior officers employees, and non-employee directors.employees. For OSUsPSUs granted in 2018,2020, the number of shares of our common stock to be received at vesting will range from 0% to 200% of the target grant amount, equally based on total stockholder return (TSR)two metrics: our three-year cumulative non-GAAP EPS growth relative to a target rate and TSR of our common stock measured against the benchmark TSR of the S&P 500 IT Sector Index over a three-year period. TSR is a measure of stock price appreciation plus any dividends paid in this performance period. As of December 29, 2018, 1126, 2020, 12 million PSUs and OSUs were outstanding. ThesePSUs vest three years from the grant date, and OSUs, which were granted prior to 2019, generally vest three years and one month from the grant date, and OSUs granted prior to 2017 accrue dividend equivalents.date. Other RSU awards and option awards generally vest over four years from the grant date. Stock options generally expire seven10 years from the date of grant. SHARE-BASED COMPENSATIONShare-Based Compensation
Share-based compensation recognized in 20182020 was $1.9 billion ($1.7 billion in 2019 and $1.5 billion ($1.4 billion in 2017 and $1.4 billion in 2016)2018). During 2018,2020, the tax benefit that we realized for the tax deduction from share-based awards totaled $380 million ($359 million in 2019 and $399 million ($520 million in 2017 and $616 million in 2016)2018). We estimate the fair value of RSUs with a service condition or performance condition using the value of our common stock on the date of grant, reduced by the present value of dividends expected to be paid on our shares of common stock prior to vesting. We estimate the fair value of OSUsRSUs with a market condition using a Monte Carlo simulation model onas of the date of grant. We base expected volatility for OSUs ongrant using historical volatility. We based the weighted average estimated value of RSU and OSU grants on the weightedRestricted Stock Units
Weighted average assumptions for each periodused in estimating grant values were as follows: | | | | | RSUs and OSUs | | | | | Dec 29,
2018 | | Dec 30,
2017 | | Dec 31,
2016 | | Dec 26, 2020 | | Dec 28, 2019 | | Dec 29, 2018 | | Estimated values | | $ | 48.95 |
| | $ | 35.30 |
| | $ | 29.76 |
| Estimated values | | $ | 54.82 | | | $ | 48.06 | | | $ | 48.95 | | | Risk-free interest rate | | 2.4 | % | | 1.4 | % | | 0.9 | % | Risk-free interest rate | | 0.4 | % | | 2.3 | % | | 2.4 | % | | Dividend yield | | 2.4 | % | | 2.9 | % | | 3.3 | % | Dividend yield | | 2.3 | % | | 2.5 | % | | 2.4 | % | | Volatility | | 22 | % | | 23 | % | | 23 | % | Volatility | | 30 | % | | 25 | % | | 22 | % |
RESTRICTED STOCK UNIT AWARDSSummary of activities:
RSU activity in 2018 was as follows: | | | | | | | | Number of Stock Units (In Millions) | | Weighted Average Grant-Date Fair Value | | | | Number of RSUs (In Millions) | | Weighted Average Grant-Date Fair Value | | | December 30, 2017 | | 100.4 |
| | $ | 32.36 |
| | | December 28, 2019 | | December 28, 2019 | | 84.1 | | | $ | 43.86 | | | Granted | | 36.4 |
| | $ | 48.95 |
| Granted | | 40.4 | | | $ | 54.82 | | | Vested | | (39.5 | ) | | $ | 31.64 |
| Vested | | (33.3) | | | $ | 40.54 | | | Forfeited | | (7.4 | ) | | $ | 36.23 |
| Forfeited | | (8.5) | | | $ | 47.89 | | | December 29, 2018 | | 89.9 |
| | $ | 39.07 |
| | | Expected to vest as of December 29, 2018 | 85.3 |
| | $ | 38.92 |
| | | December 26, 2020 | | December 26, 2020 | | 82.7 | | | $ | 50.14 | | | Expected to vest | | Expected to vest | 76.7 | | | $ | 50.06 | |
The aggregate fair value of awards that vested in 20182020 was $1.9 billion ($1.9 billion in 2019 and $2.0 billion ($1.6 billion in 2017 and $1.6 billion in 2016)2018), which represents the market value of our common stock on the date that the RSUs vested. The grant-date fair value of awards that vested in 20182020 was $1.3 billion ($1.3 billion in 2019 and $1.2 billion ($1.1 billion in 2017 and $1.3 billion in 2016)2018). The number of RSUs vested includes shares of common stock that we withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. RSUs that are expected to vest are net of estimated future forfeitures. As of December 29, 2018,26, 2020, unrecognized compensation costs related to RSUs granted under our equity incentive plans were $2.1$2.4 billion. We expect to recognize those costs over a weighted average period of 1.3 years. STOCK PURCHASE PLANStock Purchase Plan
The 2006 ESPP allows eligible employees to purchase shares of our common stock at 85% of the value of our common stock on specific dates. Under the 2006 ESPP, 373523 million shares of common stock are authorized for issuance through August 2021.2026. As of December 29, 2018, 13726, 2020, 249 million shares of common stock remained available for issuance. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 105 |
Employees purchased 13.721 million shares of common stock in 20182020 for $468$876 million under the 2006 ESPP (14.5(17 million shares of common stock for $432$688 million in 20172019 and 16.514 million shares of common stock for $415$468 million in 2016)2018). As of December 29, 2018,26, 2020, unrecognized share-based compensation costs related to rights to acquire shares of common stock under the 2006 ESPP totaled $20$48 million. We expect to recognize those costs over a period of approximately two months.
| | | | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 107 |
| | | NOTE 21 : | COMMITMENTS AND CONTINGENCIESCommitments and Contingencies |
COMMITMENTS
Leases PortionsWe recognized leased assets in other long-term assets of our real property$604 million and equipment are under operatingcorresponding accrued liabilities of $173 million, and other long-term liabilities of $354 million as of December 26, 2020. Our leases that expire at various dates through 2028. Rentalhave remaining terms of 1 to 15 years and may include options to extend the leases for up to 38 years. The weighted average remaining lease term was 4.5 years, and the weighted average discount rate was 2.5% as of December 26, 2020.
Lease expense was $416 million in 2020 ($185 million in 2019 and $231 million in 2018 ($2642018), including $237 million in 2017variable lease expense in 2020. Discounted and $282 million in 2016).undiscounted lease payments under non-cancelable leases as of December 26, 2020, excluding non-lease components, were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2021 | | 2022 | | 2023 | | 2024 | | 2025 | | Thereafter | | Total | | Lease payments | | $ | 175 | | | $ | 133 | | | $ | 96 | | | $ | 69 | | | $ | 52 | | | $ | 34 | | | $ | 559 | | | | | | | | | | | | | | | | | | Present value of lease payments | | | | | | | | | | | | | | $ | 527 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (In Millions) | | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 and Thereafter | | Total | Minimum rental commitments under all non-cancelable leases1 | | $ | 229 |
| | $ | 181 |
| | $ | 133 |
| | $ | 101 |
| | $ | 70 |
| | $ | 121 |
| | $ | 835 |
|
| | 1
| Includes leases with initial term in excess of one year. |
Other Commitments
Commitments for construction or purchase of property, plant and equipment totaled $9.0$8.6 billion as of December 29, 201826, 2020 ($12.110.9 billion as of December 30, 2017)28, 2019), a substantial majority of which will be due within the next 12 months. Other purchase obligations and commitments totaled approximately $3.2$2.6 billion as of December 29, 201826, 2020 (approximately $2.7$2.8 billion as of December 30, 2017)28, 2019). Other purchase obligations and commitments include payments due under various types of licenses and agreements to purchase goods or services, as well as payments due under non-contingent funding obligations. In addition, we have various contractual commitments with IMFT. For further information on these contractual commitments, see "Note 10: Investments."services. LEGAL PROCEEDINGSLegal Proceedings
We are a party to various legal proceedings, including those noted in this section. Although management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal proceedings and related government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could include substantial monetary damages. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices, or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, and overall trends. We might also conclude that settling one or more such matters is in the best interests of our stockholders, employees, and customers, and any such settlement could include substantial payments. Except as specifically described below, we have not concluded that settlement of any of the legal proceedings noted in this section is appropriate at this time. European Commission Competition Matter In 2001, the European Commission (EC)EC commenced an investigation regarding claims by Advanced Micro Devices, Inc. (AMD) that we used unfair business practices to persuade customers to buy our microprocessors. We received numerous requests for information and documents from the EC and we responded to each of those requests. The EC issued a Statement of Objections in July 2007 and held a hearing on that Statement in March 2008. The EC issued a Supplemental Statement of Objections in July 2008. In May 2009, the EC issued a decision finding that we had violated Article 82 of the EC Treaty and Article 54 of the European Economic Area Agreement. In general, the EC found that we violated Article 82 (later renumbered as Article 102 by a new treaty) by offering alleged "conditional rebates and payments" that required our customers to purchase all or most of their x86 microprocessors from us. The EC also found that we violated Article 82 by making alleged "payments to prevent sales of specific rival products." The EC imposed a fine in the amount of €1.1 billion ($1.4 billion as of May 2009), which we subsequently paid during the third quarter of 2009, and ordered us to "immediately bring to an end the infringement referred to in" the EC decision. The EC decision contained no specific direction on whether or how we should modify our business practices. Instead, the decision stated that we should "cease and desist" from further conduct that, in the EC's opinion, would violate applicable law. We took steps, which are subject to the EC's ongoing review, to comply with that decision pending appeal. We had discussions with the EC to better understand the decision and to explain changes to our business practices.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 108 |
We appealed the EC decision to the Court of First Instance (which has been renamed the General Court) in July 2009. The hearing of our appeal took place in July 2012. In June 2014, the General Court rejected our appeal in its entirety. In August 2014, we filed an appeal with the European Court of Justice. In November 2014, Intervener Association for Competitive Technologies filed comments in support of Intel’sIntel's grounds of appeal. The EC and interveners filed briefs in November 2014, we filed a reply in February 2015, and the EC filed a rejoinder in April 2015. The Court of Justice held oral argument in June 2016. In October 2016, Advocate General Wahl, an advisor to the Court of Justice, issued a non-binding advisory opinion that favored Intel on a number of grounds. The Court of Justice issued its decision in September 2017, setting aside the judgment of the General Court and sending the case back to the General Court to examine whether the rebates at issue were capable of restricting competition. The General Court has appointed a panel of five judges to consider our | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 106 |
appeal of the EC’sEC's 2009 decision in light of the Court of Justice’s clarifications of the law. In November 2017, the parties filed initial “Observations”"Observations" about the Court of Justice’sJustice's decision and the appeal and were invited by the General Court to offer supplemental comments to each other’s “Observations,”other's "Observations," which the parties submitted in March 2018. Responses to other questions posed by the General Court were filed in May and June 2018. We are now awaiting notice as to whether theThe General Court will hold a management conference before it conductsheard oral argument at some future date.in March 2020. Pending the final decision in this matter, the fine paid by Intel has been placed by the EC in commercial bank accounts where it accrues interest. McAfee, Inc. Shareholder Litigation
On August 19, 2010, we announced that we had agreed to acquire all of the common stock of McAfee, Inc. (McAfee) for $48.00 per share. Four McAfee shareholders filed putative class-action lawsuits in Santa Clara County, California Superior Court challenging the proposed transaction. The cases were ordered consolidated in September 2010. Plaintiffs filed an amended complaint that named former McAfee board members, McAfee, and Intel as defendants, and alleged that the McAfee board members breached their fiduciary duties and that McAfee and Intel aided and abetted those breaches of duty. The complaint requested rescission of the merger agreement, such other equitable relief as the court may deem proper, and an award of damages in an unspecified amount. In June 2012, the plaintiffs’ damages expert asserted that the value of a McAfee share for the purposes of assessing damages should be $62.08.
In January 2012, the court certified the action as a class action, appointed the Central Pension Laborers’ Fund to act as the class representative, and scheduled trial to begin in January 2013. In March 2012, defendants filed a petition with the California Court of Appeal for a writ of mandate to reverse the class certification order; the petition was denied in June 2012. In March 2012, at defendants’ request, the court held that plaintiffs were not entitled to a jury trial and ordered a bench trial. In April 2012, plaintiffs filed a petition with the California Court of Appeal for a writ of mandate to reverse that order, which the court of appeal denied in July 2012. In August 2012, defendants filed a motion for summary judgment. The trial court granted that motion in November 2012, and entered final judgment in the case in February 2013. In April 2013, plaintiffs appealed the final judgment. The California Court of Appeal heard oral argument in October 2017, and in November 2017, affirmed the judgment as to McAfee's nine outside directors, reversed the judgment as to former McAfee director and chief executive officer David DeWalt, Intel, and McAfee, and affirmed the trial court's ruling that the plaintiffs are not entitled to a jury trial. At a June 2018 case management conference following remand, the Superior Court set an October hearing date for any additional summary judgment motions that may be filed, and set trial to begin in December 2018. In July 2018, plaintiffs filed a motion for leave to amend the complaint, which the court denied in September 2018. Also in July 2018, McAfee and Intel filed a motion for summary judgment on the aiding and abetting claims asserted against them; in October 2018, the court granted the motion as to McAfee and denied the motion as to Intel.
In late October 2018, the parties agreed in principal to settle the case for an aggregate payment by defendants of $11.7 million. Intel’s contribution to the settlement will be immaterial to its financial statements. The parties will seek court approval of the settlement after they have completed documenting the agreement.
Litigation Related to Security Vulnerabilities In June 2017, a Google research team notified us and other companies that it had identified security vulnerabilities (now commonly referred to as “Spectre”"Spectre" and “Meltdown”"Meltdown") that affect many types of microprocessors, including our products. As is standard when findings like these are presented, we worked together with other companies in the industry to verify the research and develop and validate software and firmware updates for impacted technologies. On January 3, 2018, information on the security vulnerabilities was publicly reported, before software and firmware updates to address the vulnerabilities were made widely available. Numerous lawsuits have been filed against Intel and, in certain cases, our current and former executives and directors, in U.S. federal and state courts and in certain courts in other countries relating to the Spectre and Meltdown security vulnerabilities, as well as another variantother variants of these vulnerabilities (“Foreshadow”) that hashave since been identified.
| | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 109 |
As of January 31, 2019, 4820, 2021, consumer class action lawsuits relating to the above class of security vulnerabilities publicly disclosed since 2018 were pending in the U.S., Canada, and three securities class action lawsuits have been filed.Israel. The consumer class action plaintiffs, who purport to represent various classes of end userspurchasers of our products, generally claim to have been harmed by Intel's actions and/or omissions in connection with the security vulnerabilities and assert a variety of common law and statutory claims seeking monetary damages and equitable relief. OfIn the consumerU.S., numerous individual class action lawsuits, 44 have beensuits filed in the U.S., two of which have been dismissed; two have been filedvarious jurisdictions were consolidated in Canada; and two have been filed in Israel. In April 2018 the U.S. Judicial Panel on Multidistrict Litigation ordered the U.S. consumer class action lawsuits consolidated for all pretrial proceedings in the U.S. District Court for the District of Oregon. Intel filed aIn March 2020, the court granted Intel's motion to dismiss the complaint in that consolidated action but granted plaintiffs leave to amend. Plaintiffs filed an amended complaint in October 2018, and a hearingMay 2020, which Intel moved to dismiss in July 2020; argument on thatthe motion has been scheduled for February 2019.was heard in December 2020. In theCanada, in one case pending in the Superior Court of Justice of Ontario, an initial status conference has not yet been scheduled. In thea second case pending in the Superior Court of Justice of Quebec, the court entered an order in October 2018, staying thathas stayed the case for one year.until January 2021. In Israel, bothtwo consumer class action lawsuits were filed in the District Court of Haifa. TheIn the first case, the District Court denied the parties' joint request for amotion to stay filed in January 2019, but to date has deferred Intel's deadline to respond to the first case.complaint. Intel filed a motion to stay the second case pending resolution of the consolidated proceeding in the U.S., and a hearing on that motion has been scheduled for November 2020. Additional lawsuits and claims may be asserted seeking monetary damages or other related relief. We dispute the pending claims described above and intend to defend those lawsuits vigorously. Given the procedural posture and the nature of those cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from those matters. In addition to these lawsuits, Intel stockholders filed multiple shareholder derivative lawsuits since January 2018 against certain current and former members of our Board of Directors and certain current and former officers, alleging that the defendants breached their duties to Intel in connection with the disclosure of the security vulnerabilities and the failure to take action in relation to alleged insider trading. The complaints sought to recover damages from the defendants on behalf of Intel. Some of the derivative actions were filed in the U.S. District Court for the Northern District of California and were consolidated, and the others were filed in the Superior Court of the State of California in San Mateo County and were consolidated. The federal court granted defendants' motion to dismiss in August 2018 on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board. The federal court granted plaintiffs leave to amend their complaint, but subsequently dismissed the cases in January 2019 at plaintiffs' request. The California Superior Court entered judgment in defendants' favor in August 2020 after granting defendants' motions to dismiss plaintiffs' consolidated complaint and three successive amended complaints, all for failure to plead facts sufficient to show plaintiffs were excused from making pre-lawsuit demand on the Board. Plaintiffs filed a notice of appeal of the California court's judgment in October 2020. In January 2021, another Intel stockholder filed a derivative lawsuit in the Superior Court in San Mateo County against certain current and former officers and members of our Board of Directors. The lawsuit asserts claims similar to those dismissed in August 2020, except that it alleges that the stockholder made a pre-lawsuit demand on our Board of Directors and that the demand was wrongfully refused. Defendants have not yet responded. Institute of Microelectronics, Chinese Academy of Sciences v. Intel China, Ltd., et al. In February 2018, the Institute of Microelectronics of the Chinese Academy of Sciences (IMECAS) sued Intel China, Ltd., Dell China, Ltd. (Dell) and Beijing JingDong Century Information Technology, Ltd. (JD) for patent infringement in the Beijing High Court. IMECAS alleges that Intel Core processors infringe Chinese patent CN 102956457 ('457 Patent). The complaint demands an injunction and damages of at least RMB 200 million plus the cost of litigation. A trial date is not yet set. In March 2018, Dell tendered indemnity to Intel, which Intel granted in April 2018. JD also tendered indemnity to Intel, which Intel granted in October 2018. In March 2018, Intel filed an invalidation request on the '457 patent with the Chinese Patent Reexamination Board (PRB). The PRB held an oral hearing in September 2018 and in February 2019 upheld the validity of the challenged claims. In January 2020, Intel filed a second invalidation request on the '457 patent with the PRB, for which the PRB heard oral argument in July 2020 and in November 2020 held the challenged apparatus claims invalid. In December 2020, Intel filed a third invalidation request on the '457 patent with the PRB. In September 2018 and March 2019, Intel filed petitions with the United States Patent & Trademark Office (USPTO) requesting institution of inter partes review (IPR) of U.S. Patent No. 9,070,719, the U.S. counterpart to the '457 patent. The USPTO denied institution of Intel's petitions in March and October 2019, respectively. In April 2019, Intel filed a request for rehearing and a petition for a Precedential Opinion Panel (POP) in the USPTO to challenge the denial of its first IPR petition, and in November 2019 Intel filed a request for rehearing on the second IPR petition. In January 2020, the USPTO denied the POP petition on the first IPR petition. In June 2020, the Patent Trial and Appeal Board denied Intel's rehearing requests on both petitions. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 107 |
In October 2019, IMECAS filed second and third lawsuits in the Beijing IP Court, alleging infringement of Chinese Patent No. CN 102386226 ('226 Patent) based on the manufacturing and sale of Intel® Core i3 microprocessors. Defendants in the second case are Lenovo (Beijing) Co., Ltd. (Lenovo) and Beijing Jiayun Huitong Technology Development Co. Ltd. (BJHT). Defendants in the third case are Intel Corp., Intel China Co., Ltd., the Intel China Beijing Branch, Beijing Digital China Co., Ltd. (Digital China), and JD. Both complaints demand injunctions plus litigation costs and reserve the right to claim damages in unspecified amounts. No proceedings have occurred or are yet scheduled in these lawsuits. In December 2019, Lenovo tendered indemnity to Intel, which Intel granted in March 2020. In July 2020, Intel filed two invalidation requests on the '226 patent with the Chinese PRB. The PRB heard oral argument in December 2020. Given the procedural posture and the nature of these cases, the unspecified nature and extent of damages claimed by IMECAS, and uncertainty regarding the availability of injunctive relief under applicable law, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, arising from these matters. We dispute IMECAS's claims and intend to vigorously defend against them. VLSI Technology LLC v. Intel In October 2017, VLSI Technology LLC (VLSI) filed a complaint against Intel in the U.S. District Court for the Northern District of California alleging infringement of eight patents acquired from NXP Semiconductors, N.V. (NXP). The patents, which originated at Freescale Semiconductor, Inc. and NXP B.V., are U.S. Patent Nos. 7,268,588; 7,675,806; 7,706,207; 7,709,303; 8,004,922; 8,020,014; 8,268,672; and 8,566,836. VLSI accuses various FPGA and processor products of infringement. VLSI estimated its damages to be as high as $7.1 billion, and its complaint further sought enhanced damages, future royalties, attorneys' fees, costs, and interest. In May, June, September, and October 2018, Intel filed IPR petitions challenging the patentability of claims in all eight of the patents in-suit. The PTAB instituted review of six patents and denied institution on two patents. As a result of the institution decisions, the parties stipulated to stay the District Court action in March 2019. In December 2019 and February 2020, the PTAB found all claims of the '588 and '303 patents, and some claims of the '922 patent, to be unpatentable. The PTAB found the challenged claims of the '014, '672 and '207 patents to be patentable. Intel moved for a continuation of the stay in March 2020 as it appealed certain rulings by the PTAB. In June 2020, the District Court issued an order continuing the stay through August 2021 and setting trial for December 2022. In June 2018, VLSI filed a second suit against Intel, in U.S. District Court for the District of Delaware, alleging infringement by various Intel processors of five additional patents acquired from NXP: U.S. Patent Nos. 6,212,663; 7,246,027; 7,247,552; 7,523,331; and 8,081,026. VLSI accused Intel of willful infringement and seeks an injunction or, in the alternative, ongoing royalties, enhanced damages, attorneys' fees and costs, and interest. In March 2019, the District Court dismissed VLSI's claims for willful infringement as to all the patents-in-suit except the '027 patent, and also dismissed VLSI's allegations of indirect infringement as to the '633, '331, and '026 patents. In June 2019, Intel filed IPR petitions challenging the patentability of claims in all five patents-in-suit. In January 2020, the District Court vacated the November 2020 trial date based on agreement of the parties; no trial date is currently set. In January and February 2020, the PTAB instituted review of the '552, '633, '331 and '026 patents and as a result, Intel moved for stay of the District Court proceedings. In May 2020, the District Court stayed the case as to the '026 and '552 patents but allowed the case to proceed on the '027 and '331 patents. For these two patents, VLSI is seeking damages of approximately $4.13 billion plus enhanced damages for the '027 patent. VLSI is no longer asserting claims from the '633 patent. In March 2019, VLSI filed a third suit against Intel, also in U.S. District Court for the District of Delaware, alleging infringement of six more patents acquired from NXP: U.S. Patent Nos. 6,366,522; 6,663,187; 7,292,485; 7,606,983; 7,725,759; and 7,793,025. In April 2019, VLSI voluntarily dismissed this Delaware case without prejudice. In April 2019, VLSI filed three new infringement suits against Intel in the U.S. District Court for the Western District of Texas (WDTX) accusing various Intel processors of infringement. The three suits collectively assert the same six patents from the voluntarily dismissed Delaware case plus two additional patents acquired from NXP, U.S. Patent Nos. 7,523,373 and 8,156,357. VLSI accuses Intel of willful infringement and seeks an injunction or, in the alternative, ongoing royalties, enhanced damages, attorneys' fees and costs, and interest. Specifically, VLSI is seeking damages of approximately $11 billion collectively in the Texas cases, plus enhanced damages for alleged willful infringement. In the first Texas case, VLSI is asserting the '373 and '759 patents. (In December 2020, the court granted Intel summary judgment of non-infringement on the '357 patent.)VLSI seeks approximately $2.5 billion plus enhanced damages for alleged willful infringement in that case. That case was originally scheduled for trial in November 2020, but the court has now moved trial to February 2021. In October and November 2019 and in February 2020, Intel filed IPR petitions on certain asserted claims across six of the patents-in-suit in WDTX. Between May and October 2020, the PTAB denied all of these requests, and Intel has requested a rehearing, as well as a review from the Precedential Opinion Panel (POP), as to all petitions. All requests for POP review were denied in October and December 2020, and in December 2020 requests for rehearing were denied as to petitions filed on the '373 and '759 patents. In May 2019, VLSI filed a case in Shenzhen Intermediate People’s Court against Intel, Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserts Chinese Patent 201410094015.9 accusing certain Intel Core processors of infringement. VLSI requests an injunction as well as RMB 1.3 million in damages. Defendants filed an invalidation petition in October 2019 with the PRB, but no hearing date has been set. In May 2020, defendants filed a motion to stay the trial court proceedings pending a determination on invalidity. The court has not yet ruled on the motion to stay. The court held the first evidentiary hearing in November 2020. In May 2019, VLSI filed a second case in Shanghai Intellectual Property Court against Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserts Chinese Patent 201080024173.7. VLSI accuses certain Intel core processors and seeks an injunction. Defendants filed with the PRB an invalidation petition in October 2019. No hearing date has been set. In June 2020, defendants filed a motion to stay the trial court proceedings pending a determination on invalidity. The court has not yet ruled on the motion to stay. The court held its first evidentiary hearing in September 2020. The Court held a second evidentiary hearing and trial in December 2020 and has not yet issued a ruling. | | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 108 |
In November 2019, Intel, along with Apple Inc., filed a complaint against Fortress Investment Group LLC, Fortress Credit Co. LLC, Uniloc 2017 LLC, Uniloc USA, Inc., Uniloc Luxembourg S.A.R.L., VLSI, INVT SPE LLC, Inventergy Global, Inc., DSS Technology Management, Inc., IXI IP, LLC, and Seven Networks, LLC. Plaintiffs allege violations of Section 1 of the Sherman Act by certain defendants, Section 7 of the Clayton Act by certain defendants, and California Business and Professions Code section 17200 by all defendants based on defendants' unlawful aggregation of patents. In February 2020, defendants moved to dismiss plaintiffs' complaint. In July 2020, the court granted defendants' motion to dismiss with leave to amend. The court dismissed antitrust claims related to two DSS patents with prejudice. The plaintiffs filed an amended complaint in August 2020, and defendants moved to dismiss in September 2020. The court heard defendants' motion to dismiss the amended complaint in December 2020 and granted the motion in January 2021, with leave to further amend. In June 2020, affiliates controlled by Fortress Investment Group, which also controls VLSI, acquired Finjan Holdings, Inc. Intel had signed a "Settlement, Release and Patent License Agreement" with Finjan in 2012, acquiring a license to the patents of Finjan and its affiliates, current or future, through a capture period of November 20, 2022. The agreement also contains covenants wherein Finjan agrees to cause its affiliates to comply with the agreement. As such, Intel maintains that it now has a license to the patents of VLSI, which has become a Finjan affiliate, and that Finjan must cause VLSI to dismiss its suits against Intel. In August 2020, Intel started dispute resolution proceedings under the agreement. As a part of this dispute resolution process, Intel and Finjan held a mediation in December 2020, but failed to resolve their differences. Intel filed suit to enforce its rights under the License Agreement with Finjan in January 2021 in Delaware Chancery Court. In September 2020, Intel filed motions to stay the Texas, Delaware, and Shanghai matters pending resolution of its dispute with Finjan. In November 2020, Intel filed a motion to stay the Shenzhen matter pending resolution of its dispute with Finjan. In November 2020, the Delaware Court denied Intel's motion to stay. The other stay motions remain pending. Finally, Intel filed a motion to amend its answer in the Texas matters to add a license defense in November 2020. The Court has yet to rule on the motion. Given the procedural posture and the nature of these cases and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, arising from these matters. We dispute VLSI's claims and intend to vigorously defend against them. Litigation Related to 7nm Product Delay Announcement Starting in July 2020, five securities class action litigation,lawsuits were filed in the lead securities class actionUnited States District Court for the Northern District of California against Intel and certain current and former officers based on Intel’s July 2020 announcement of 7nm product delays. The plaintiffs, who purport to represent classes of acquirers of Intel stock between October 27, 20172019 and January 9, 2018,July 2020, generally allege that Intel and certain officersthe defendants violated securities laws by making false and misleading statements about Intel'sthe timeline for 7nm products that were revealed to be false or misleading by the disclosurein light of the security vulnerabilities. The securities class actions have been consolidated and are pending in the U.S. District Court for the Northern District of California. Defendants moved to dismiss those actions on various grounds; a hearing on that motion was scheduled for November 2018, but was taken off calendar bysubsequently announced delays. In October 2020, the court and has not been rescheduled. Additionalconsolidated the lawsuits and claims may be asserted on behalf of customersappointed lead plaintiffs, and shareholders seeking monetary damages or other related relief.in January 2021 the lead plaintiffs filed a consolidated complaint. We dispute the claims described above and intend to defend the lawsuits vigorously. Given the procedural posture and the nature of these cases, including that the proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from these matters. In addition to thesethe securities lawsuits, several Intel stockholders have filed seven shareholder derivative lawsuits since January 2018 against certain current and former members of our Board of Directors and certain current and former officers allegingbased on Intel’s July 2020 announcement of 7nm product delays. The complaints, which were filed in the United States District Court for the District of Delaware in December 2020, allege that the defendants breached their fiduciary duties to Intel by either making or allowing the company to make alleged misstatements about the timeline for 7nm products during the class period alleged in connection with the disclosuresecurities litigation. Certain of the security vulnerabilities andcomplaints also allege claims under Section 14(a) of the failure to take action in relation to alleged insider trading.Securities Exchange Act of 1934. The complaints seek to recover damages from the defendants on behalf of Intel. Three of the derivative actions were filed in the U.S. District Court for the Northern District of California andDefendants have been consolidated, and the other four were filed in the Superior Court of the State of California in San Mateo County and have been consolidated. In August 2018, the federal court granted defendants' motion to dismiss the consolidated complaint on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board. The federal court granted plaintiffs leave to amend their complaint, but in September 2018, plaintiffs instead requested that the action be dismissed. The federal court ordered the case dismissed without prejudice in January 2019. In August 2018, the California Superior Court granted defendants' motion to dismiss the consolidated complaint in the action on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board. The state court granted plaintiffs leave to amend their complaint, and the parties have stipulated that plaintiffs must file any amended complaint by February 2019.not yet responded.
| | | | | | | | | | | | | Financial Statements | Notes to Consolidated Financial Statements | 109 |
We use terms throughout our document that are specific to Intel or that are abbreviations that may not be commonly known or used. Below is a list of these terms used in our document. | | | | | | | | | | Term | | Definition | | | | | 2006 Plan | | 2006 Equity Incentive Plan | | 2006 ESPP | | 2006 Employee Stock Purchase Plan | | 2009 Debentures | | 3.25% junior subordinated convertible debentures due 2039 | | | | | | | | 2019 Arizona Bonds | | Bonds issued in 2019 by the Industrial Development Authority of the City of Chandler, Arizona that are our unsecured obligations | | 2019 Oregon Bonds | | Bonds issued in 2019 by the State of Oregon Business Development Commission that are our unsecured obligations | | | | | 5G | | The fifth-generation mobile network, which is expected to bring dramatic improvements in network speeds and latency, and which we view as a transformative technology and opportunity for many industries | | | | | ADAS | | Advanced driver-assistance systems | | Adjacent products | | All of our non-platform products for CCG, DCG, and IOTG, such as modem, Ethernet and silicon photonics, as well as Mobileye, Non-Volatile Memory Solutions Group (NSG), and Programmable Solutions Group (PSG) products. Combined with our platform products, adjacent products form comprehensive platform solutions to meet customer needs | | | | | | | | ASIC | | Application-specific integrated circuit | | ASR | | Accelerated share repurchase | | AV | | Autonomous vehicle | | | | | CAGR | | Compound annual growth rate | | | | | CDP | | A nonprofit organization that runs a global disclosure system for investors, companies, cities, states, and regions to manage their environmental impacts | | | | | CODM | | Chief operating decision maker | | | | | Cloudification | | Refers to the application of cloud technologies and business practices to infrastructure outside the centralized cloud data center—bringing the same programmability, flexibility, and economies of scale to the network and edge | | CPU | | Processor or central processing unit | | | | | Data-centric businesses | | Includes our Data Center Group (DCG), Internet of Things Group (IOTG), Mobileye, Non-Volatile Memory Solutions Group (NSG), Programmable Solutions Group (PSG), and all other businesses | | | | | | | | EC | | European Commission | | EDA | | Electronic design automation refers to tools used to design and verify electronic systems such as integrated circuits and printed circuit boards | | Edge computing or intelligent edge | | Edge computing places resources to move, store, and process data closer to where data is generated and consumed | | | | | EMIB | | Embedded multi-die interconnect bridge, a form of "2.5D" packaging technology developed by Intel that enables high-density interconnect of heterogeneous chips | | | | | | | | ERISA | | Employee Retirement Income Security Act | | | | | Form 10-K | | Annual Report on Form 10-K | | Foveros | | Intel's high-performance three-dimensional stacked chip architecture | | FPGA | | Field-programmable gate array | | | | | GPU | | Graphics processing unit | | IDM | | Integrated device manufacturer | | IEEE | | Institute of Electrical and Electronics Engineers | | IMFT | | IM Flash Technologies, LLC | | | | | | | | | | | Internet of Things | | Refers to the Internet of Things market in which we sell our IOTG and Mobileye products | | | | | | | | I/O | | Input/output | | IP | | Intellectual property | | | | | | | | | | | FINANCIAL STATEMENTS | Notes to Financial Statements | 110 |
| | L2+ | | Level 2+ of autonomous driving; the system controls both steering and acceleration using a multi-camera sensor suite and/or high-definition maps to enhance and solidify L2 capabilities | FINANCIAL INFORMATION BY QUARTER (UNAUDITED) |
| | | | | | | | | | | | | | | | | | 2018 for Quarter Ended
(In Millions, Except Per Share Amounts) | | December 29 | | September 29 | | June 30 | | March 31 | | Net revenue | | $ | 18,657 |
| | $ | 19,163 |
| | $ | 16,962 |
| | $ | 16,066 |
| | Gross margin | | $ | 11,227 |
| | $ | 12,360 |
| | $ | 10,419 |
| | $ | 9,731 |
| | Net income | | $ | 5,195 |
| | $ | 6,398 |
| | $ | 5,006 |
| | $ | 4,454 |
| | Earnings per share - Basic | | $ | 1.14 |
| | $ | 1.40 |
| | $ | 1.08 |
| | $ | 0.95 |
| | Earnings per share - Diluted | | $ | 1.12 |
| | $ | 1.38 |
| | $ | 1.05 |
| | $ | 0.93 |
| | Dividends per share of common stock: | | | | | | | | | | Declared | | $ | — |
| | $ | 0.60 |
| | $ | — |
| | $ | 0.60 |
| | Paid | | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
| | $ | 0.30 |
|
| | | | | | | | | | | | | | | | | | 2017 for Quarter Ended
(In Millions, Except Per Share Amounts) | | December 30 | | September 30 | | July 1 | | April 1 | | Net revenue | | $ | 17,053 |
| | $ | 16,149 |
| | $ | 14,763 |
| | $ | 14,796 |
| Gross margin1 | | $ | 10,778 |
| | $ | 10,064 |
| | $ | 9,096 |
| | $ | 9,160 |
| Net income (loss)2 | | $ | (687 | ) | | $ | 4,516 |
| | $ | 2,808 |
| | $ | 2,964 |
| | Earnings per share - Basic | | $ | (0.15 | ) | | $ | 0.96 |
| | $ | 0.60 |
| | $ | 0.63 |
| | Earnings per share - Diluted | | $ | (0.15 | ) | | $ | 0.94 |
| | $ | 0.58 |
| | $ | 0.61 |
| | Dividends per share of common stock: | | | | | | | | | | Declared | | $ | — |
| | $ | 0.5450 |
| | $ | — |
| | $ | 0.5325 |
| | Paid | | $ | 0.2725 |
| | $ | 0.2725 |
| | $ | 0.2725 |
| | $ | 0.2600 |
|
1 In Q1 2018, we adopted "Retirement Benefits - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost" on a retrospective basis. As a result of the adoption of this standard, cost of sales, operating expenses, and interest and other, net for the quarterly periods in 2017 in the preceding table have been restated.
2 In Q4 2017, we recognized a $5.4 billion higher income tax expense as a result of one-time impacts from Tax Reform. In 2018, our effective tax rate benefited from the reduction of the U.S. statutory federal tax rate.
| | | | | | | | | MaaS | | Mobility-as-a-Service | | McAfee | | Business, post divestiture of Intel Security Group in Q2 2017, in which we retained an interest in as part of our investment strategy | | MD&A | | Management's Discussion & Analysis | | | | | MG&A | | Marketing, general and administrative | | | | | NAND | | NAND flash memory |
SUPPLEMENTAL DETAILS
| | | | | | | | | | NIC | | Network interface controller | | nm | | Nanometer | | | | | | | | ODM | | Original design manufacturer | | OEM | | Original equipment manufacturer | | | | | | | | | | | | | | PC-centric business | | Our Client Computing Group (CCG) business, including both platform and adjacent products | | Platform products | | A microprocessor (CPU) and chipset, a stand-alone SoC, or a multichip package, based on Intel® architecture. Platform products are primarily used in solutions sold through the CCG, DCG, and IOTG segments | | PLD | | Programmable logic device | | Program (specific to Mobileye business) | | A process that takes two to three years of intense activity with the carmaker and Tier 1 after a design win until Mobileye technology is launched into production | | PRQ | | Product release qualification, which is the milestone when costs to manufacture a product are included in inventory valuation | | | | | | | | QLC | | Quad-level cell | | R&D | | Research and development | | RDFV | | Readily determinable fair value | | REM | | Road Experience Management | | | | | RSU | | Restricted stock unit | | | | | | | | | | | | | | SEC | | U.S. Securities and Exchange Commission | | | | | SoC | | A System-on-a-Chip, integrates most of the components of a computer or other electronic system into a single silicon chip. We offer a range of SoC platform products in DCG, IOTG, and CCG. In our DCG business, we offer SoCs across many market segments for a variety of applications, including products targeted for 5G base stations and network infrastructure. | | | | | | | | SSD | | Solid-state drive | | TAM | | Total addressable market | | Tax Reform | | U.S. Tax Cuts and Jobs Act | | TCFD | | Task Force on Climate-Related Financial Disclosures | | TLC | | Triple-level cell | | | | | | | | TME | | Total Memory Encryption, the baseline capability for memory encryption with a single ephemeral key. Provides the capability to encrypt the entirety of the physical memory of a system. | | TSR | | Total stockholder return | | UNECE | | United Nations Economic Commission for Europe | | | | | | | | U.S. GAAP | | U.S. Generally Accepted Accounting Principles | | U.S. Pension Plan | | U.S. Intel Minimum Pension Plan | | U.S. Retiree Medical Plan | | U.S. Postretirement Medical Benefits Plan | | VPU | | Vision processing unit | | Wind River | | Wind River Systems, Inc. (divested in Q2 2018) | | | | | xPU | | A term for processors that are designed for one of four major computing architectures: CPU, GPU, AI accelerator, and FPGA |
| | | | | | CONTROLS AND PROCEDURESFinancial Information by Quarter (Unaudited) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2020 for Quarter Ended
(In Millions, Except Per Share Amounts) | | December 26 | | September 26 | | June 27 | | March 28 | | Net revenue | | $ | 19,978 | | | $ | 18,333 | | | $ | 19,728 | | | $ | 19,828 | | | Gross margin | | $ | 11,348 | | | $ | 9,741 | | | $ | 10,507 | | | $ | 12,016 | | | Net income | | $ | 5,857 | | | $ | 4,276 | | | $ | 5,105 | | | $ | 5,661 | | | Earnings per share—basic | | $ | 1.43 | | | $ | 1.02 | | | $ | 1.20 | | | $ | 1.33 | | | Earnings per share—diluted | | $ | 1.42 | | | $ | 1.02 | | | $ | 1.19 | | | $ | 1.31 | | | Dividends per share of common stock: | | | | | | | | | | Declared | | $ | — | | | $ | 0.66 | | | $ | — | | | $ | 0.66 | | | Paid | | $ | 0.33 | | | $ | 0.33 | | | $ | 0.33 | | | $ | 0.33 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 for Quarter Ended
(In Millions, Except Per Share Amounts) | | December 28 | | September 28 | | June 29 | | March 30 | | Net revenue | | $ | 20,209 | | | $ | 19,190 | | | $ | 16,505 | | | $ | 16,061 | | | Gross margin | | $ | 11,878 | | | $ | 11,295 | | | $ | 9,878 | | | $ | 9,089 | | | Net income | | $ | 6,905 | | | $ | 5,990 | | | $ | 4,179 | | | $ | 3,974 | | | Earnings per share—basic | | $ | 1.60 | | | $ | 1.36 | | | $ | 0.94 | | | $ | 0.88 | | | Earnings per share—diluted | | $ | 1.58 | | | $ | 1.35 | | | $ | 0.92 | | | $ | 0.87 | | | Dividends per share of common stock: | | | | | | | | | | Declared | | $ | — | | | $ | 0.63 | | | $ | — | | | $ | 0.63 | | | Paid | | $ | 0.315 | | | $ | 0.315 | | | $ | 0.315 | | | $ | 0.315 | |
Inherent Limitations on Effectiveness of Controls Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Due to the COVID-19 pandemic, a significant portion of our employees are working from home. Established business continuity plans remain activated to mitigate the impact to our control environment, operating procedures, data, and internal controls. The design of our processes and controls allows for remote execution with accessibility to secure data. Evaluation of Disclosure Controls and Procedures Based on management’smanagement's evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 29, 201826, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statementsConsolidated Financial Statements for external purposes in accordance with U.S. GAAP. Management assessed our internal control over financial reporting as of December 29, 2018.26, 2020. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statementsConsolidated Financial Statements for external reporting purposes in accordance with U.S. GAAP. We reviewed the results of management’s assessment with the Audit Committee of our Board of Directors. Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the company’scompany's internal control over financial reporting, as stated in the firm’sfirm's attestation report, which is included within the Consolidated Financial Statements. Inherent Limitations on Effectiveness of Controls
Our management, including the principal executive officerStatements and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
Supplemental Details.
| | | | | | | | | SUPPLEMENTAL DETAILS | Supplemental Details | 112113 |
| | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| | | 1.Exhibits | Financial Statements: See "Index to Consolidated Financial Statements" within the Consolidated Financial Statements. |
| | 2. | Financial Statement Schedule: See "Schedule II—Valuation and Qualifying Accounts" in this section of this Form 10-K. |
| | 3. | Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Form 10-K. |
1.Financial Statements: See "Index to Consolidated Financial Statements" within the Consolidated Financial Statements. 2.Financial Statement Schedules; not applicable or the required information is otherwise included in the Consolidated Financial Statements and accompanying notes. 3.Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Form 10-K. Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties: ▪may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements; ▪may apply standards of materiality that differ from those of a reasonable investor; and ▪were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| | | | | | | | | SUPPLEMENTAL DETAILS | Supplemental Details | 113114 |
Exhibit Index
Schedule II—Valuation and Qualifying Accounts
| | | | | | | | | | | | | | | | | | Years Ended
(In Millions) | | Balance at Beginning of Year | | Additions Charged to Expenses/ Other Accounts | | Net (Deductions) Recoveries | | Balance at End of Year | | Valuation allowance for deferred tax assets | | | | | | | | | | December 29, 2018 | | $ | 1,171 |
| | $ | 185 |
| | $ | (54 | ) | | $ | 1,302 |
| | December 30, 2017 | | $ | 953 |
| | $ | 237 |
| | $ | (19 | ) | | $ | 1,171 |
| | December 31, 2016 | | $ | 701 |
| | $ | 261 |
| | $ | (9 | ) | | $ | 953 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or
Furnished
Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing
Date | | | 2.1 | |
| | 8-K | | 000-06217 | | 2.1 | | | 10/20/2020 | | | | 3.1 | | | | 8-K | | 000-06217 | | 3.1 | | | 5/22/2006 | | | | 3.2 | | | | 8-K | | 000-06217 | | 3.2 | | | 1/17/2019 | | | | 4.1 | | | | S-3ASR | | 333-132865 | | 4.4 | | | 3/30/2006 | | | | 4.2 | | | | 10-K | | 000-06217 | | 4.2.4 | | 2/20/2008 | | | | 4.3 | | | | 8-K | | 000-06217 | | 4.01 | | | 9/19/2011 | | | | 4.4 | | | | 8-K | | 000-06217 | | 4.01 | | | 12/11/2012 | | | | 4.5 | | | | 8-K | | 000-06217 | | 4.01 | | | 12/14/2012 | | | | 4.6 | | | | 8-K | | 000-06217
| | 4.1 | | | 7/29/2015 | | | | 4.7 | | | | 8-K | | 000-06217 | | 4.1 | | | 5/19/2016 | | | | 4.8 | | | | 8-K | | 000-06217 | | 4.1 | | | 5/11/2017 | | | | 4.9 | | | | 8-K | | 000-06217 | | 4.1 | | | 6/16/2017 | | | | 4.10 | | | | 8-K | | 000-06217 | | 4.1 | | | 8/14/2017 | | | | 4.11 | | | | 10-K | | 000-06217 | | 4.2.13 | | 2/16/2018 | | |
| | | | | | | | | SUPPLEMENTAL DETAILS | Supplemental Details | 114115 |
Exhibit Index
| | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or Furnished Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing Date | | 2.1† | | | | 8-K | | 000-06217 | | 2.1 |
| | 6/1/2015 | | | 2.2† | |
| | 8-K | | 000-06217 | | 2.1 |
| | 3/13/2017 | | | | 3.1 | | | | 8-K | | 000-06217 | | 3.1 |
| | 5/22/2006 | | | | 3.2 | | | | 8-K | | 000-06217 | | 3.2 |
| | 1/17/2019 | | | | 4.1 | | | | S-3ASR | | 333-132865 | | 4.4 |
| | 3/30/2006 | | | | 4.2 | | | | 10-K | | 000-06217 | | 4.2.4 |
| | 2/20/2008 | | | | 4.3 | | | | 10-Q | | 000-06217 | | 4.1 |
| | 11/2/2009 | | | | 4.4 | | | | 8-K | | 000-06217 | | 4.01 |
| | 9/19/2011 | | | | 4.5 | | | | 8-K | | 000-06217 | | 4.01 |
| | 12/11/2012 | | | | 4.6 | | | | 8-K | | 000-06217 | | 4.01 |
| | 12/14/2012 | | | | 4.7 | | | | 8-K | | 000-06217
| | 4.1 |
| | 7/29/2015 | | | | 4.8 | | | | 8-K | | 000-06217 | | 4.1 |
| | 12/14/2015 | | | | 4.9 | | | | 8-K | | 000-06217 | | 4.1 |
| | 5/19/2016 | | | | 4.10 | | | | 8-K | | 000-06217 | | 4.1 |
| | 5/11/2017 | | | | 4.11 | | | | 8-K | | 000-06217 | | 4.1 |
| | 6/16/2017 | | | | 4.12 | | | | 8-K | | 000-06217 | | 4.1 |
| | 8/14/2017 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or
Furnished
Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing
Date | | | 4.12 | | | | 8-K | | 000-06217 | | 4.1 | | | 11/21/2019 | | | | 4.13 | | | | 8-K | | 000-06217 | | 4.1 | | 2/13/2020 | | | | 4.14 | | | | 8-K | | 000-06217 | | 4.2 | | | 2/13/2020 | | | | 4.15 | | | | 8-K | | 000-06217 | | 4.1 | | | 3/25/2020 | | | | 4.16 | | | | 8-K | | 000-06217 | | 99.2 | | | 12/28/2015 | | | | | Certain instruments defining the rights of holders of long-term debt of Intel Corporation are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Intel Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, copies of such instruments. | | | | | | | | | | | | 4.17 | | | | 10-K | | 000-06218 | | 4.16 | | | 1/24/2020 | | | 10.1† | | | | 10-Q | | 000-06217 | | 10.1 | | | 7/26/2019 | | | 10.1.2†
| | | | 10-Q | | 000-06217 | | 10.3 | | | 8/3/2009 | | | 10.1.3†
| | | | 10-Q | | 000-06217 | | 10.1 | | | 10/25/2018 | | | 10.1.4†
| | | | 10-Q | | 000-06217 | | 10.3 | | | 4/27/2015
| | | 10.1.5†
| | | | 10-Q | | 000-06217 | | 10.3 | | | 4/26/2019 | | | 10.1.6†
| | | | 10-Q | | 000-06217 | | 10.4 | | | 4/26/2019 | | | 10.1.7†
| | | | 10-Q | | 000-06217 | | 10.2 | | | 10/25/2018 | | | 10.1.8†
| |
| | 10-Q | | 000-06217 | | 10.8 | | | 4/26/2019 | | | 10.1.9†
| | | | 10-Q | | 000-06217 | | 10.1 | | | 4/27/2017 | | |
| | | | | | | | | SUPPLEMENTAL DETAILS | Supplemental Details | 115116 |
| | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or Furnished Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing Date | | | 4.13 | | | | 10-K | | 000-06217 | | 4.2.13 |
| | 2/16/2018 | | | | 4.14 | | | | 8-K | | 000-06217 | | 99.2 |
| | 12/28/2015 | | | | | | Certain instruments defining the rights of holders of long-term debt of Intel Corporation are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Intel Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, copies of such instruments. | | | | | | | | | | | 10.1†† | | | | 10-Q | | 000-06217 | | 10.1 |
| | 7/27/2017 | | | 10.1.2††
| | | | 10-Q | | 000-06217 | | 10.3 |
| | 8/3/2009 | | | 10.1.3††
| | | | 10-Q | | 000-06217 | | 10.1 |
| | 10/25/2018 | | | 10.1.5††
| | | | 10-Q | | 000-06217 | | 10.3 |
| | 4/27/2015
| | | 10.1.6††
| |
| | 10-K | | 000-06217 | | 10.1.27 |
| | 2/17/2017 | | | 10.1.7††
| | | | 10-K | | 000-06217 | | 10.1.6 |
| | 2/16/2018 | | | 10.1.8††
| |
| | 10-Q | | 000-06217 | | 10.2 |
| | 10/25/2018 | | | 10.1.9††
| | | | 10-Q | | 000-06217 | | 10.4 |
| | 4/27/2015 | | | 10.1.10††
| | | | 10-Q | | 000-06217 | | 10.1 |
| | 4/27/2017 | | | 10.1.11††
| | | | 10-Q | | 000-06217 | | 10.3 |
| | 10/25/2018 | | | 10.1.12††
| | | | 10-Q | | 000-06217 | | 10.1 |
| | 4/27/2015 | | | 10.1.13††
| | | | 10-Q
| | 000-06217 | | 10.2 |
| | 4/27/2015 | | | 10.1.14††
| | | | 10-Q | | 000-06217 | | 10.2 |
| | 4/27/2017 | | | 10.2†† | | | | 10-K | | | | | | | | X |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or
Furnished
Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing
Date | | 10.1.10†
| | | | 10-Q | | 000-06217 | | 10.3 | | | 10/25/2018 | | | 10.1.11†
| | | | 10-Q | | 000-06217 | | 10.5 | | | 4/26/2019 | | | 10.1.12†
| | | | 10-Q | | 000-06217 | | 10.1 | | 4/24/2020 | | | 10.1.13†
| | | | 10-Q | | 000-06217 | | 10.6 | | | 4/26/2019 | | | 10.1.14†
| | | | 10-Q | | 000-06217 | | 10.9 | | | 4/26/2019 | | | 10.1.15†
| | | | 10-Q | | 000-06217 | | 10.10 | | | 4/26/2019 | | | 10.1.16†
| | | | 10-Q | | 000-06217 | | 10.7 | | | 4/26/2019 | | | 10.1.17†
| | | | 10-Q | | 000-06217 | | 10.1 | | | 4/27/2015 | | | 10.1.18†
| | | | 10-Q | | 000-06217 | | 10.11 | | | 4/26/2019 | | | 10.1.19†
| | | | 10-Q | | 000-06217 | | 10.2 | | | 4/27/2017 | | | 10.2† | | | | 8-K | | 000-06217 | | 10.1 | | | 1/22/2020 | | | 10.3† | | | | 10-Q | | 000-06217 | | 10.3 | | 4/24/2020 | | | 10.4† | | | | 10-Q | | 000-06217 | | 10.1 | | | 7/24/2020 | | | 10.5† | | | | 10-K | | 000-06217 | | 10.41 | | | 2/26/2007 | | | 10.6† | | | | 10-K | | 000-06217 | | 10.15 | | | 2/22/2005 | | |
| | | | | | | | | SUPPLEMENTAL DETAILS | Supplemental Details | 116117 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or
Furnished
Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing
Date | | 10.7† | | | | 10-Q | | 000-06217 | | 10.2 | | | 10/31/2016 | | | | 10.8 | | | | 8-K | | 000-06217 | | 10.1 | | | 11/12/2009 | | | 10.9†† | | | | 8-K | | 000-06217 | | 10.1 | | | 1/10/2011 | | | 10.10† | | | | 8-K | | 000-06217 | | 10.1 | | | 1/31/2019 | | | 10.11† | | | | 8-K | | 000-06217 | | 10.1 | | | 4/3/2019 | | | 10.12† | | | | 10-Q | | 000-06217 | | 10.12 | | | 4/26/2019 | | | | 21.1 | | | | | | | | | | | | X | | 23.1 | | | | | | | | | | | | X | | 31.1 | | | | | | | | | | | | X | | 31.2 | | | | | | | | | | | | X | | 32.1 | | | | | | | | | | | | X | | 99.1 | | | | | | | | | | | | X | | 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | | | | | | | | | | X | | 101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | X | | 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | X | | 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | X | | 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | X | | 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | X | | 104 | | Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101
| | | | | | | | | | X |
† Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. | | | | | | | | | | | | | | | Exhibit Number | | | | Incorporated by Reference | | Filed or Furnished Herewith | | Exhibit Description | | Form | | File Number | | Exhibit | | Filing Date | | 10.3†† | | | | 10-K | | 000-06217 | | 10.9.2 |
| | 2/14/2014 | | | 10.4†† | | | | 10-K | | 000-06217 | | 10.15 |
| | 2/22/2005 | | | 10.5†† | | | | 10-Q | | 000-06217 | | 10.2 |
| | 10/31/2016 | | | 10.6†† | | | | S-8 | | 333-172024 | | 99.1 |
| | 2/2/2011 | | | 10.7†† | | | | 10-K | | 000-06217 | | 10.41 |
| | 2/26/2007 | | | | 10.8 | | | | 8-K | | 000-06217 | | 10.1 |
| | 11/12/2009 | | | 10.9††† | | | | 8-K | | 000-06217 | | 10.1 |
| | 1/10/2011 | | | 10.10†† | | | | 10-K | | 000-06217 | | 10.14 |
| | 2/12/2016 | | | 10.11†† | | | | 8-K | | 000-06217 | | 10.1 |
| | 1/31/2019 | | | 10.12†† | | | | 10-K | | 000-06217 | | 10.12 |
| | 2/16/2018 | | | 10.13†† | | | | 10-K | | 000-06217 | | 10.13 |
| | 2/16/2018 | | | | 21.1 | | | | | | | | | | | | X | | 23.1 | | | | | | | | | | | | X | | 31.1 | | | | | | | | | | | | X | | 31.2 | | | | | | | | | | | | X | | 32.1 | | | | | | | | | | | | X | | 99.1 | | | | | | | | | | | | X | | 101.INS | | XBRL Instance Document | | | | | | | | | | X | | 101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | | | X | | 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | X | | 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | X | | 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | X | | 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | | X |
| | †
| Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Intel agrees to furnish supplementally a copy of any such schedule or exhibit to the SEC upon request. |
| | ††
| Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate. |
†††Portions of this exhibit have been omitted pursuant to an order granting confidential treatment.
| | | | | | | | | SUPPLEMENTAL DETAILS | Supplemental Details | 117118 |
| | | | | | FORMForm 10-K CROSS-REFERENCE INDEXCross-Reference Index | | | |
| | | | | | | | | | Item Number | Item | | | Part I | | | | Item 1. | Business: | | | General development of business | | | | | Item Number | Item | | Part I | | | Item 1. | Business: | | | General developmentDescription of business | | | Narrative description of business | | | Available information | | | Item 1A. | Available informationRisk Factors | | Item 1A.1B. | Risk FactorsUnresolved Staff Comments | Not applicable | | Item 2. | Properties | | Item 1B.3. | Unresolved Staff Comments | Not applicable | Item 2. | PropertiesLegal Proceedings | | Item 3. | Legal Proceedings | | | Item 4. | Mine Safety Disclosures | Not applicable | | | | | Part II | | | | Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
| | | Item 6. | Selected Financial Data | | | Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations: | | | Results of operations | | | Liquidity | | | Capital resources | | | Off balance sheet arrangements | (a) | | Contractual obligations | | | Critical accounting estimates and policies | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | | Item 8. | Financial Statements and Supplementary Data
| | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | Not applicable | | Item 9A. | Controls and Procedures | | | Item 9B. | Other Information | Not applicable | | | | | Part III | | | | Item 10. | Directors, Executive Officers and Corporate Governance | | | Item 11. | Executive Compensation | (c) | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | (d) | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | (e) | | Item 14. | Principal Accounting Fees and Services | (f)
| | | | | Part IV | | | | Item 15. | Exhibits and Financial Statement Schedules | | | Item 16. | Form 10-K Summary | Not applicable | | | | Signatures | | |
| | (a)Signatures | As of December 29, 2018, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K. | |
| | (b) | Incorporated by reference to "Proposal 1: Election of Directors," "Corporate Governance," "Code of Conduct," and "Other Matters-Section 16(a) Beneficial Ownership Reporting Compliance" in the 2019(a) As of December 26, 2020, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K. (b) Incorporated by reference to "Proposal 1: Election of Directors," "Corporate Governance," and "Code of Conduct" in the 2021 Proxy Statement. The information under the heading "Information about Our Executive Officers" within Other Key Information is also incorporated by reference in this section. (c) Incorporated by reference to "Director Compensation," "Compensation Discussion and Analysis," "Report of the Compensation Committee," and "Executive Compensation" in the 2021 Proxy Statement. (d) Incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the 2021 Proxy Statement. (e) Incorporated by reference to "Corporate Governance" and "Certain Relationships and Related Transactions" in the 2021 Proxy Statement. (f) Incorporated by reference to "Report of the Audit Committee" and "Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm" in the 2021 Proxy Statement. The information under the heading "Executive Officers of the Registrant" within Fundamentals of Our Business is also incorporated by reference in this section. |
| | (c) | Incorporated by reference to "Director Compensation," "Compensation Discussion and Analysis," "Report of the Compensation Committee," and "Executive Compensation" in the 2019 Proxy Statement. |
| | (d) | Incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management" and “Equity Compensation Plan Information” in the 2019 Proxy Statement. |
| | (e) | Incorporated by reference to "Corporate Governance" and "Certain Relationships and Related Transactions" in the 2019 Proxy Statement. |
| | (f) | Incorporated by reference to "Report of the Audit Committee" and "Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm" in the 2019 Proxy Statement. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | | | | | | | | | | | | INTEL CORPORATION
Registrant | | | | | | INTEL CORPORATION
Registrant
| | By: | | | | | By: | | /s/ ROBERT H. SWAN | | | | Robert H. Swan | | | | Chief Executive Officer, Director, and Principal Executive Officer | | | | February 1, 2019January 21, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. | | | | | | | | | | | | | | | | /s/ ROBERT H. SWAN | | | /s/ GEORGE S. DAVIS | | Robert H. Swan | | | George S. Davis | | Chief Executive Officer, Director, and Principal Executive Officer | | | Executive Vice President, Chief Financial Officer, and | | January 21, 2021 | | | Principal Financial Officer | | | | | January 21, 2021 | | | | | | | /s/ ROBERT H. SWAN | | | /s/ TODD M. UNDERWOOD | | Robert H. Swan | | | Todd M. Underwood | | Chief Executive Officer, Director, and Principal Executive Officer | | | Interim Chief Financial Officer and Principal Financial Officer; | | February 1, 2019 | | | Vice President of Finance and Director, Corporate Planning and Reporting | | | | | | | | | February 1, 2019 | | | | | | | /s/ KEVIN T. MCBRIDE | | | | | Kevin T. McBride | | | | | Vice President of Finance, Corporate Controller, and Principal Accounting Officer | | | | | February 1, 2019January 21, 2021 | | | |
| | | | | | | | | | | | | | | | /s/ JAMES J. GOETZ | | | /s/ GREGORY D. SMITH | | James J. Goetz | | | Gregory D. Smith | | Director | | | Director | | January 21, 2021 | | | January 21, 2021 | | | | | | | /s/ ALYSSA HENRY | | | /s/ DION J. WEISLER | | Alyssa Henry | | | Dion J. Weisler | | Director | | | Director | | January 21, 2021 | | | January 21, 2021 | | | | | | | /s/ DR. OMAR ISHRAK | | | /s/ ANDREW WILSON | | Dr. Omar Ishrak | | | Andrew Wilson | | Chairman of the Board and Director | | | Director | | January 21, 2021 | | | January 21, 2021 | | | | | | | /s/ DR. RISA LAVIZZO-MOUREY | | | /s/ FRANK D. YEARY | | Dr. Risa Lavizzo-Mourey | | | Frank D. Yeary | | Director | | | Director | | January 21, 2021 | | | January 21, 2021 | | | | | | | /s/ DR. TSU-JAE KING LIU | | | | | Dr. Tsu-Jae King Liu | | | | | Director | | | | | January 21, 2021 | | | | | | | | | | /s/ ANEEL BHUSRI | | | /s/ DR. TSU-JAE KING LIU | | Aneel Bhusri | | | Dr. Tsu-Jae King Liu | | Director | | | Director | | February 1, 2019 | | | February 1, 2019 | | | | | | | /s/ ANDY D. BRYANT | | | /s/ GREGORY D. SMITH | | Andy D. Bryant | | | Gregory D. Smith | | Chairman of the Board and Director | | | Director | | February 1, 2019 | | | February 1, 2019 | | | | | | | /s/ REED E. HUNDT | | | /s/ ANDREW WILSON | | Reed E. Hundt | | | Andrew Wilson | | Director | | | Director | | February 1, 2019 | | | February 1, 2019 | | | | | | | /s/ DR. OMAR ISHRAK | | | /s/ FRANK D. YEARY | | Dr. Omar Ishrak | | | Frank D. Yeary | | Director | | | Director | | February 1, 2019 | | | February 1, 2019 | | | | | | | /s/ DR. RISA LAVIZZO-MOUREY ��
| | | | | Dr. Risa Lavizzo-Mourey | | | | | Director | | | | | February 1, 2019 | | | |
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