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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended | June 29, 2024 |
or
| | | | | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the transition period from to |
Commission File Number: 000-06217
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | | 94-1672743 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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2200 Mission College Boulevard, | Santa Clara, | California | | 95054-1549 |
(Address of principal executive offices) | | (Zip Code) |
(408) 765-8080
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Common stock, $0.001 par value | INTC | Nasdaq Global Select Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨
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.
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Large accelerated filer | | Accelerated filer | | Non-accelerated filer | | Smaller reporting company | Emerging growth company |
☑
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of July 26, 2024, the registrant had outstanding 4,276 million shares of common stock.
Table of Contents
Organization of Our Form 10-Q
The order and presentation of content in our Form 10-Q differs from the traditional SEC Form 10-Q format. Our format is designed to improve readability and better present how we organize and manage our business. See "Form 10-Q Cross-Reference Index" within Risk Factors and Other Key Information for a cross-reference index to the traditional SEC Form 10-Q format.
We have defined certain terms and abbreviations used throughout our Form 10-Q in "Key Terms" within the Consolidated Condensed Financial Statements and Supplemental Details.
The preparation of our Consolidated Condensed Financial Statements is in conformity with US GAAP. Our Form 10-Q includes key metrics that we use to measure our business, some of which are non-GAAP measures. See "Non-GAAP Financial Measures" within MD&A for an explanation of these measures and why management uses them and believes they provide investors with useful supplemental information. | | | | | | | | | | | |
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Forward-Looking Statements | |
Availability of Company Information | |
A Quarter in Review | |
Consolidated Condensed Financial Statements and Supplemental Details | |
| Consolidated Condensed Statements of Income | |
| Consolidated Condensed Statements of Comprehensive Income | |
| Consolidated Condensed Balance Sheets | |
| Consolidated Condensed Statements of Cash Flows | |
| Consolidated Condensed Statements of Stockholders' Equity | |
| Notes to Consolidated Condensed Financial Statements | |
| Key Terms | |
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Management's Discussion and Analysis (MD&A) | |
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| Segment Trends and Results | |
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| Consolidated Condensed Results of Operations | |
| Liquidity and Capital Resources | |
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| Non-GAAP Financial Measures | |
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Risk Factors and Other Key Information | |
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| Risk Factors | |
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| Form 8-K Disclosable Events | |
| Quantitative and Qualitative Disclosures About Market Risk | |
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| Controls and Procedures | |
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| Issuer Purchases of Equity Securities | |
| Rule 10b5-1 Trading Arrangements | |
| Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 | |
| Exhibits | |
| Form 10-Q Cross-Reference Index | |
Forward-Looking Statements
This Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as "accelerate", "achieve", "aim", "ambitions", "anticipate", "believe", "committed", "continue", "could", "designed", "estimate", "expect", "forecast", "future", "goals", "grow", "guidance", "intend", "likely", "may", "might", "milestones", "next generation", "objective", "on track", "opportunity", "outlook", "pending", "plan", "position", "possible", "potential", "predict", "progress", "ramp", "roadmap", "seek", "should", "strive", "targets", "to be", "upcoming", "will", "would", and variations of such words and similar expressions are intended to identify such forward-looking statements, which may include statements regarding:
▪our business plans and strategy and anticipated benefits therefrom, including with respect to our IDM 2.0 strategy, Smart Capital strategy, partnerships with Apollo and Brookfield, internal foundry model, updated reporting structure, and AI strategy;
▪projections of our future financial performance, including future revenue, gross margins, capital expenditures, and cash flows;
▪projected costs and yield trends;
▪future cash requirements, the availability, uses, sufficiency, and cost of capital resources, and sources of funding, including for future capital and R&D investments and for returns to stockholders, such as stock repurchases and dividends, and credit ratings expectations;
▪future products, services, and technologies, and the expected goals, timeline, ramps, progress, availability, production, regulation, and benefits of such products, services, and technologies, including future process nodes and packaging technology, product roadmaps, schedules, future product architectures, expectations regarding process performance, per-watt parity, and metrics, and expectations regarding product and process leadership;
▪investment plans and impacts of investment plans, including in the US and abroad;
▪internal and external manufacturing plans, including future internal manufacturing volumes, manufacturing expansion plans and the financing therefor, and external foundry usage;
▪future production capacity and product supply;
▪supply expectations, including regarding constraints, limitations, pricing, and industry shortages;
▪plans and goals related to Intel's foundry business, including with respect to anticipated customers, future manufacturing capacity and service, technology, and IP offerings;
▪expected timing and impact of acquisitions, divestitures, and other significant transactions, including the sale of our NAND memory business;
▪expected completion and impacts of restructuring activities and cost-saving or efficiency initiatives;
▪future social and environmental performance goals, measures, strategies, and results;
▪our anticipated growth, future market share, and trends in our businesses and operations;
▪projected growth and trends in markets relevant to our businesses;
▪anticipated trends and impacts related to industry component, substrate, and foundry capacity utilization, shortages, and constraints;
▪expectations regarding government incentives;
▪future technology trends and developments, such as AI;
▪future macro environmental and economic conditions;
▪geopolitical tensions and conflicts and their potential impact on our business;
▪tax- and accounting-related expectations;
▪expectations regarding our relationships with certain sanctioned parties; and
▪other characterizations of future events or circumstances.
Such statements involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied, including those associated with:
▪the high level of competition and rapid technological change in our industry;
▪the significant long-term and inherently risky investments we are making in R&D and manufacturing facilities that may not realize a favorable return;
▪the complexities and uncertainties in developing and implementing new semiconductor products and manufacturing process technologies;
▪our ability to time and scale our capital investments appropriately and successfully secure favorable alternative financing arrangements and government grants;
▪implementing new business strategies and investing in new businesses and technologies;
▪changes in demand for our products;
▪macroeconomic conditions and geopolitical tensions and conflicts, including geopolitical and trade tensions between the US and China, the impacts of Russia's war on Ukraine, tensions and conflict affecting Israel and the Middle East, and rising tensions between mainland China and Taiwan;
▪the evolving market for products with AI capabilities;
▪our complex global supply chain, including from disruptions, delays, trade tensions and conflicts, or shortages;
▪product defects, errata and other product issues, particularly as we develop next-generation products and implement next-generation manufacturing process technologies;
▪potential security vulnerabilities in our products;
▪increasing and evolving cybersecurity threats and privacy risks;
▪IP risks including related litigation and regulatory proceedings;
▪the need to attract, retain, and motivate key talent;
▪strategic transactions and investments;
▪sales-related risks, including customer concentration and the use of distributors and other third parties;
▪our significantly reduced return of capital in recent years;
▪our debt obligations and our ability to access sources of capital;
▪complex and evolving laws and regulations across many jurisdictions;
▪fluctuations in currency exchange rates;
▪changes in our effective tax rate;
▪catastrophic events;
▪environmental, health, safety, and product regulations;
▪our initiatives and new legal requirements with respect to corporate responsibility matters; and
▪other risks and uncertainties described in this report, our 2023 Form 10-K and our other filings with the SEC.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business.
Unless specifically indicated otherwise, the forward-looking statements in this Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing. In addition, the forward-looking statements in this Form 10-Q are based on management's expectations as of the date of this filing, unless an earlier date is specified, including expectations based on third-party information and projections that management believes to be reputable. We do not undertake, and expressly disclaim any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.
Availability of Company Information
We use our Investor Relations website, www.intc.com, as a routine channel for distribution of important, and often material, information about us, including our quarterly and annual earnings results and presentations, press releases, announcements, information about upcoming webcasts, analyst presentations, and investor days, archives of these events, financial information, corporate governance practices, and corporate responsibility information. We also post our filings on this website 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. All such information is available free of charge. Our Investor Relations website allows interested persons to sign up to automatically receive e-mail alerts when we post financial information and issue press releases, and to receive information about upcoming events. We encourage interested persons to follow our Investor Relations website in addition to our filings with the SEC to timely receive information about the company.
Intel, the Intel logo, Intel Core, and Altera are trademarks of Intel Corporation or its subsidiaries in the US and/or other countries.
* Other names and brands may be claimed as the property of others.
Total revenue of $12.8 billion was down $116 million from Q2 2023, as CCG revenue increased 9%, DCAI revenue decreased 3%, and NEX revenue decreased 1%. CCG revenue increased primarily due to higher notebook and desktop volumes as customer inventory levels improved compared to higher levels in Q2 2023. DCAI revenue decreased due to lower server volume from lower demand in a competitive environment, partially offset by higher server ASPs primarily due to a lower mix of hyperscale customer-related revenue and a higher mix of high core count products. NEX revenue was roughly flat. External Intel Foundry revenue decreased due to lower traditional packaging services and equipment sales. Altera® revenue decreased as customers tempered purchases to reduce existing inventories.
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Revenue | | Gross Margin | | Diluted EPS attributable to Intel | | Cash Flows |
■ GAAP $B | | ■ GAAP ■ Non-GAAP | | ■ GAAP ■ Non-GAAP | | ■ Operating Cash Flow $B ■ Adjusted Free Cash Flow $B |
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$12.8B | | 35.4% | | 38.7% | | $(0.38) | | $0.02 | | $1.1B | | $2.0B |
GAAP | | GAAP | | non-GAAP1 | | GAAP | | non-GAAP1 | | GAAP | | non-GAAP1 |
Revenue down $116M or 1% from Q2 2023 | | Gross margin down 0.4 ppts from Q2 2023 | | Gross margin down 1.1 ppts from Q2 2023 | | Diluted EPS attributable to Intel down $0.73 from Q2 2023 | | Diluted EPS attributable to Intel down $0.11 from Q2 2023 | | Operating cash flow roughly flat with Q2 2023 | | Adjusted free cash flow up $13.5B or 117% from Q2 2023 |
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Lower Altera, external Intel Foundry, and DCAI revenue, partially offset by higher CCG revenue. | | Lower GAAP gross margin from higher unit cost, lower Altera revenue, and higher process development costs, partially offset by lower period charges and higher notebook revenue. | | Lower GAAP EPS attributable to lower tax benefit and higher operating expenses. | | Cash provided by operating activities was roughly flat as we incurred a higher net loss that was offset by more favorable operating cash flow adjustments. |
Key Developments
▪We achieved a critical milestone on Intel 18A with the release to Intel Foundry customers of Intel 18A PDK 1.0.
▪We announced the planned implementation of cost-reduction measures, including reductions in headcount, other operating expenditures, capital expenditures, and cost of sales. These initiatives are designed to accelerate profitable growth, enable further operational efficiency and agility, and create capacity for sustained investment in technology and manufacturing leadership.
▪Our Board of Directors declared a Q3 2024 dividend of $0.125 per share on our common stock consistent with prior quarters. We announced our Board of Directors suspended the declaration of dividends on our common stock starting with Q4 2024, recognizing the importance of prioritizing liquidity to support the investments needed to execute our strategy. The Board of Directors reiterated our long-term commitment to a competitive dividend as cash flows improve to sustainably higher levels.
▪As part of our SCIP program, we completed a transaction with Apollo Global Management, Inc. (Apollo), under which Apollo led an investment of $11.0 billion to acquire a 49% equity interest in an entity related to our Fab 34 in Leixlip, Ireland. Fab 34 is our leading-edge high-volume manufacturing (HVM) facility designed for wafers using the Intel 4 and Intel 3 process technologies.
1 See "Non-GAAP Financial Measures" within MD&A.
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Consolidated Condensed Statements of Income | |
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| | Three Months Ended | | Six Months Ended |
(In Millions, Except Per Share Amounts; Unaudited) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Net revenue | | $ | 12,833 | | | $ | 12,949 | | | $ | 25,557 | | | $ | 24,664 | |
Cost of sales | | 8,286 | | | 8,311 | | | 15,793 | | | 16,018 | |
Gross margin | | 4,547 | | | 4,638 | | | 9,764 | | | 8,646 | |
Research and development | | 4,239 | | | 4,080 | | | 8,621 | | | 8,189 | |
Marketing, general, and administrative | | 1,329 | | | 1,374 | | | 2,885 | | | 2,677 | |
Restructuring and other charges | | 943 | | | 200 | | | 1,291 | | | 264 | |
Operating expenses | | 6,511 | | | 5,654 | | | 12,797 | | | 11,130 | |
Operating income (loss) | | (1,964) | | | (1,016) | | | (3,033) | | | (2,484) | |
Gains (losses) on equity investments, net | | (120) | | | (24) | | | 85 | | | 145 | |
Interest and other, net | | 80 | | | 224 | | | 225 | | | 365 | |
Income (loss) before taxes | | (2,004) | | | (816) | | | (2,723) | | | (1,974) | |
Provision for (benefit from) taxes | | (350) | | | (2,289) | | | (632) | | | (679) | |
Net income (loss) | | (1,654) | | | 1,473 | | | (2,091) | | | (1,295) | |
Less: Net income (loss) attributable to non-controlling interests | | (44) | | | (8) | | | (100) | | | (18) | |
Net income (loss) attributable to Intel | | $ | (1,610) | | | $ | 1,481 | | | $ | (1,991) | | | $ | (1,277) | |
Earnings (loss) per share attributable to Intel—basic | | $ | (0.38) | | | $ | 0.35 | | | $ | (0.47) | | | $ | (0.31) | |
Earnings (loss) per share attributable to Intel—diluted | | $ | (0.38) | | | $ | 0.35 | | | $ | (0.47) | | | $ | (0.31) | |
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Weighted average shares of common stock outstanding: | | | | | | | | |
Basic | | 4,267 | | | 4,182 | | | 4,254 | | | 4,168 | |
Diluted | | 4,267 | | | 4,196 | | | 4,254 | | | 4,168 | |
See accompanying notes.
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| Financial Statements | Consolidated Condensed Statements of Income | 4 |
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Consolidated Condensed Statements of Comprehensive Income | |
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| | Three Months Ended | | Six Months Ended |
(In Millions; Unaudited) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Net income (loss) | | $ | (1,654) | | | $ | 1,473 | | | $ | (2,091) | | | $ | (1,295) | |
Changes in other comprehensive income (loss), net of tax: | | | | | | | | |
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Net unrealized holding gains (losses) on derivatives | | (153) | | | (131) | | | (481) | | | 11 | |
Actuarial valuation and other pension benefits (expenses), net | | — | | | 2 | | | — | | | 3 | |
Translation adjustments and other | | (1) | | | 4 | | | — | | | 4 | |
Other comprehensive income (loss) | | (154) | | | (125) | | | (481) | | | 18 | |
Total comprehensive income (loss) | | (1,808) | | | 1,348 | | | (2,572) | | | (1,277) | |
Less: comprehensive income (loss) attributable to non-controlling interests | | (44) | | | (8) | | | (100) | | | (18) | |
Total comprehensive income (loss) attributable to Intel | | $ | (1,764) | | | $ | 1,356 | | | $ | (2,472) | | | $ | (1,259) | |
See accompanying notes.
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| Financial Statements | Consolidated Condensed Statements of Comprehensive Income | 5 |
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Consolidated Condensed Balance Sheets | |
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(In Millions; Unaudited) | | Jun 29, 2024 | | Dec 30, 2023 |
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Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 11,287 | | | $ | 7,079 | |
Short-term investments | | 17,986 | | | 17,955 | |
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Accounts receivable, net | | 3,131 | | | 3,402 | |
Inventories | | 11,244 | | | 11,127 | |
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Other current assets | | 7,181 | | | 3,706 | |
Total current assets | | 50,829 | | | 43,269 | |
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Property, plant, and equipment, net of accumulated depreciation of $100,173 ($98,010 as of December 30, 2023) | | 103,398 | | | 96,647 | |
Equity investments | | 5,824 | | | 5,829 | |
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Goodwill | | 27,442 | | | 27,591 | |
Identified intangible assets, net | | 4,383 | | | 4,589 | |
Other long-term assets | | 14,329 | | | 13,647 | |
Total assets | | $ | 206,205 | | | $ | 191,572 | |
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Liabilities and stockholders’ equity | | | | |
Current liabilities: | | | | |
Short-term debt | | $ | 4,695 | | | $ | 2,288 | |
Accounts payable | | 9,618 | | | 8,578 | |
Accrued compensation and benefits | | 2,651 | | | 3,655 | |
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Income taxes payable | | 1,856 | | | 1,107 | |
Other accrued liabilities | | 13,207 | | | 12,425 | |
Total current liabilities | | 32,027 | | | 28,053 | |
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Debt | | 48,334 | | | 46,978 | |
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Other long-term liabilities | | 5,410 | | | 6,576 | |
Contingencies (Note 13) | | | | |
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Stockholders’ equity: | | | | |
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Common stock and capital in excess of par value, 4,276 issued and outstanding (4,228 issued and outstanding as of December 30, 2023) | | 49,763 | | | 36,649 | |
Accumulated other comprehensive income (loss) | | (696) | | | (215) | |
Retained earnings | | 66,162 | | | 69,156 | |
Total Intel stockholders' equity | | 115,229 | | | 105,590 | |
Non-controlling interests | | 5,205 | | | 4,375 | |
Total stockholders' equity | | 120,434 | | | 109,965 | |
Total liabilities and stockholders’ equity | | $ | 206,205 | | | $ | 191,572 | |
See accompanying notes.
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| Financial Statements | Consolidated Condensed Balance Sheets | 6 |
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Consolidated Condensed Statements of Cash Flows | |
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| | Six Months Ended |
(In Millions; Unaudited) | | Jun 29, 2024 | | Jul 1, 2023 |
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Cash and cash equivalents, beginning of period | | $ | 7,079 | | | $ | 11,144 | |
Cash flows provided by (used for) operating activities: | | | | |
Net income (loss) | | (2,091) | | | (1,295) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | |
Depreciation | | 4,403 | | | 3,733 | |
Share-based compensation | | 1,959 | | | 1,661 | |
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Restructuring and other charges | | 1,291 | | | 255 | |
Amortization of intangibles | | 717 | | | 909 | |
(Gains) losses on equity investments, net | | (84) | | | (146) | |
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Changes in assets and liabilities: | | | | |
Accounts receivable | | 272 | | | 1,137 | |
Inventories | | (116) | | | 1,240 | |
Accounts payable | | 184 | | | (1,102) | |
Accrued compensation and benefits | | (1,309) | | | (1,340) | |
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Income taxes | | (2,174) | | | (2,186) | |
Other assets and liabilities | | (1,983) | | | (1,843) | |
Total adjustments | | 3,160 | | | 2,318 | |
Net cash provided by (used for) operating activities | | 1,069 | | | 1,023 | |
Cash flows provided by (used for) investing activities: | | | | |
Additions to property, plant, and equipment | | (11,652) | | | (13,301) | |
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Proceeds from capital-related government incentives | | 699 | | | 49 | |
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Purchases of short-term investments | | (17,634) | | | (25,696) | |
Maturities and sales of short-term investments | | 17,214 | | | 26,957 | |
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Other investing | | (355) | | | 662 | |
Net cash provided by (used for) investing activities | | (11,728) | | | (11,329) | |
Cash flows provided by (used for) financing activities: | | | | |
Issuance of commercial paper, net of issuance costs | | 5,804 | | | — | |
Repayment of commercial paper | | (2,609) | | | (3,944) | |
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Payments on finance leases | | — | | | (96) | |
Partner contributions | | 11,861 | | | 834 | |
Proceeds from sales of subsidiary shares | | — | | | 1,573 | |
Issuance of long-term debt, net of issuance costs | | 2,975 | | | 10,968 | |
Repayment of debt | | (2,288) | | | — | |
Proceeds from sales of common stock through employee equity incentive plans | | 631 | | | 665 | |
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Payment of dividends to stockholders | | (1,063) | | | (2,036) | |
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Other financing | | (444) | | | (453) | |
Net cash provided by (used for) financing activities | | 14,867 | | | 7,511 | |
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Net increase (decrease) in cash and cash equivalents | | 4,208 | | | (2,795) | |
Cash and cash equivalents, end of period | | $ | 11,287 | | | $ | 8,349 | |
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Non-cash supplemental disclosures: | | | | |
Acquisition of property, plant, and equipment | | $ | 5,544 | | | $ | 5,113 | |
Recognition of capital-related government incentives | | $ | 1,281 | | | $ | 46 | |
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Cash paid during the period for: | | | | |
Interest, net of capitalized interest | | $ | 488 | | | $ | 161 | |
Income taxes, net of refunds | | $ | 1,555 | | | $ | 1,520 | |
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See accompanying notes.
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| Financial Statements | Consolidated Condensed Statements of Cash Flows | 7 |
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Consolidated Condensed Statements of Stockholders' Equity | |
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(In Millions, Except Per Share Amounts; Unaudited) | | Common Stock and Capital in Excess of Par Value | | Accumulated Other Comprehensive Income (Loss) | | Retained Earnings | | Non-Controlling Interests | | Total |
| Shares | | Amount | | | | |
Three Months Ended | | | | | | | | | | | | |
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Balance as of March 30, 2024 | | 4,257 | | | $ | 38,291 | | | $ | (542) | | | $ | 68,224 | | | $ | 4,783 | | | $ | 110,756 | |
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Net income (loss) | | — | | | — | | | — | | | (1,610) | | | (44) | | | (1,654) | |
Other comprehensive income (loss) | | — | | | — | | | (154) | | | — | | | — | | | (154) | |
Net proceeds from partner contributions | | — | | | 11,012 | | | — | | | — | | | 426 | | | 11,438 | |
Employee equity incentive plans and other | | 26 | | | 5 | | | — | | | — | | | — | | | 5 | |
Share-based compensation | | — | | | 740 | | | — | | | — | | | 40 | | | 780 | |
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Restricted stock unit withholdings | | (7) | | | (285) | | | — | | | 82 | | | — | | | (203) | |
Cash dividends declared ($0.13 per share of common stock) | | — | | | — | | | — | | | (534) | | | — | | | (534) | |
Balance as of June 29, 2024 | | 4,276 | | | $ | 49,763 | | | $ | (696) | | | $ | 66,162 | | | $ | 5,205 | | | $ | 120,434 | |
| | | | | | | | | | | | |
Balance as of April 1, 2023 | | 4,171 | | | $ | 32,829 | | | $ | (419) | | | $ | 65,649 | | | $ | 2,344 | | | $ | 100,403 | |
| | | | | | | | | | | | |
Net income (loss) | | — | | | — | | | — | | | 1,481 | | | (8) | | | 1,473 | |
Other comprehensive income (loss) | | — | | | — | | | (125) | | | — | | | — | | | (125) | |
Net proceeds from sales of subsidiary shares and partner contributions | | — | | | 866 | | | — | | | — | | | 1,092 | | | 1,958 | |
| | | | | | | | | | | | |
Employee equity incentive plans and other | | 22 | | | 6 | | | — | | | — | | | — | | | 6 | |
Share-based compensation | | — | | | 896 | | | — | | | — | | | 26 | | | 922 | |
Restricted stock unit withholdings | | (5) | | | (267) | | | — | | | 101 | | | — | | | (166) | |
| | | | | | | | | | | | |
Balance as of July 1, 2023 | | 4,188 | | | $ | 34,330 | | | $ | (544) | | | $ | 67,231 | | | $ | 3,454 | | | $ | 104,471 | |
| | | | | | | | | | | | |
Six Months Ended | | | | | | | | | | | | |
| | | | | | | | | | | | |
Balance as of December 30, 2023 | | 4,228 | | | $ | 36,649 | | | $ | (215) | | | $ | 69,156 | | | $ | 4,375 | | | $ | 109,965 | |
| | | | | | | | | | | | |
Net income (loss) | | — | | | — | | | — | | | (1,991) | | | (100) | | | (2,091) | |
Other comprehensive income (loss) | | — | | | — | | | (481) | | | — | | | — | | | (481) | |
Net proceeds from partner contributions | | — | | | 11,012 | | | — | | | — | | | 849 | | | 11,861 | |
Employee equity incentive plans and other | | 58 | | | 631 | | | — | | | — | | | — | | | 631 | |
Share-based compensation | | — | | | 1,878 | | | — | | | — | | | 81 | | | 1,959 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Restricted stock unit withholdings | | (10) | | | (407) | | | — | | | 60 | | | — | | | (347) | |
Cash dividends declared ($0.25 per share of common stock) | | — | | | — | | | — | | | (1,063) | | | — | | | (1,063) | |
Balance as of June 29, 2024 | | 4,276 | | | $ | 49,763 | | | $ | (696) | | | $ | 66,162 | | | $ | 5,205 | | | $ | 120,434 | |
| | | | | | | | | | | | |
Balance as of December 31, 2022 | | 4,137 | | | $ | 31,580 | | | $ | (562) | | | $ | 70,405 | | | $ | 1,863 | | | $ | 103,286 | |
| | | | | | | | | | | | |
Net income (loss) | | — | | | — | | | — | | | (1,277) | | | (18) | | | (1,295) | |
Other comprehensive income (loss) | | — | | | — | | | 18 | | | — | | | — | | | 18 | |
Net proceeds from sales of subsidiary shares and partner contributions | | — | | | 866 | | | — | | | — | | | 1,541 | | | 2,407 | |
Employee equity incentive plans and other | | 58 | | | 665 | | | — | | | — | | | — | | | 665 | |
Share-based compensation | | — | | | 1,593 | | | — | | | — | | | 68 | | | 1,661 | |
Restricted stock unit withholdings | | (7) | | | (374) | | | — | | | 139 | | | — | | | (235) | |
Cash dividends declared ($0.49 per share of common stock) | | — | | | — | | | — | | | (2,036) | | | — | | | (2,036) | |
Balance as of July 1, 2023 | | 4,188 | | | $ | 34,330 | | | $ | (544) | | | $ | 67,231 | | | $ | 3,454 | | | $ | 104,471 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
See accompanying notes.
| | | | | | | | | | | |
| Financial Statements | Consolidated Condensed Statements of Stockholders' Equity | 8 |
| | | | | |
Notes to Consolidated Condensed Financial Statements | |
| |
| | | | | |
Note 1 : | Basis of Presentation |
We prepared our interim Consolidated Condensed Financial Statements that accompany these notes in conformity with US GAAP, consistent in all material respects with those applied in our 2023 Form 10-K.
We have made estimates and judgments affecting the amounts reported in our Consolidated Condensed Financial Statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with our 2023 Form 10-K where we include additional information on our critical accounting estimates, policies, and the methods and assumptions used in our estimates.
| | | | | |
Note 2 : | Operating Segments |
We previously announced the implementation of our internal foundry operating model, which took effect in the first quarter of 2024, and creates a foundry relationship between our Intel Products business (collectively CCG, DCAI, and NEX) and our Intel Foundry business. Intel Products consists substantially of design and development of CPUs and related solutions for third party customers. Intel Foundry consists substantially of process engineering, manufacturing, and foundry services groups that provide manufacturing, test, and assembly services to our Intel Products business and to third party customers. Both businesses utilize marketing, sales, and other support functions.
Our internal foundry model is a key component of our strategy and is designed to reshape our operational dynamics and drive greater transparency, accountability, and focus on costs and efficiency. We also previously announced our intent to operate Altera as a standalone business, with segment reporting beginning in the first quarter of 2024. Altera was previously included in our DCAI segment results. As a result of these changes, we modified our segment reporting in the first quarter of 2024 to align to this new operating model. All prior period segment data has been retrospectively adjusted to reflect the way our Chief Operating Decision Maker (CODM) internally receives information and manages and monitors our operating segment performance starting in fiscal year 2024. There are no changes to our consolidated financial statements for any prior periods.
We organize our business as follows:
▪Intel Products:
▪Client Computing Group (CCG)
▪Data Center and AI (DCAI)
▪Network and Edge (NEX)
▪Intel Foundry
▪All other
▪Altera
▪Mobileye
▪Other
CCG, DCAI, and Intel Foundry qualify as reportable operating segments. NEX, Altera, and Mobileye do not qualify as reportable operating segments; however, we have elected to disclose their results. When we enter into federal contracts, they are aligned to the sponsoring operating segment.
The accounting policies for our segment reporting are the same for Intel as a whole. A summary of the basis for which we report our operating segment revenues and operating margin is as follows:
Intel Products: CCG, DCAI, and NEX
▪Segment revenue: consists of revenues from third party customers. The Intel Products operating segments represent a substantial majority of Intel consolidated revenue and are derived from our principal products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package, which are based on Intel architecture.
▪Segment expenses: consists of intersegment charges for product manufacturing and related services from Intel Foundry, external foundry and other manufacturing expenses, product development costs, allocated expenses as described below, and direct operating expenses.
| | | | | | | | | | | |
| Financial Statements | Notes to Financial Statements | 9 |
Intel Foundry
▪Segment revenue: consists substantially of intersegment product and services revenue for wafer fabrication and related products and services sold to Intel Products, Altera, and certain other Intel internal businesses. We recognize intersegment revenue when we satisfy performance obligations as evidenced by the transfer of control of Intel Foundry products and services to the Intel Products businesses, which is generally at the completion of wafer sorting and at the completion of assembly and test services. Intersegment sales are recorded at prices that are intended to approximate market pricing. Intel Foundry also includes certain third party foundry and assembly and test revenues from external customers that were $77 million in the three months ended June 29, 2024 and $104 million in the first six months of 2024, compared to $231 million in the three months ended July 1, 2023 and $349 million in the first six months of 2023.
▪Segment expenses: consists of direct expenses for technology development, product manufacturing and services provided by Intel Foundry to internal and external customers, allocated expenses as described below, and direct operating expenses. Direct expenses for product manufacturing includes excess capacity charges that were previously allocated primarily to CCG, DCAI, and NEX.
All Other: Altera & Mobileye
▪Segment revenue: consists of product revenues from third party customers. Altera revenue is derived from programmable semiconductors, primarily FPGAs, CPLDs, acceleration platforms, software, IP, and related products. Mobileye revenue is derived from advanced driver-assistance systems (ADAS) and autonomous driving technologies and solutions.
▪Segment expenses: Altera expenses consist of intersegment charges for product manufacturing and related services from Intel Foundry, third party manufacturing expenses, allocated expenses as described below, and direct operating expenses. Mobileye expenses consists of third party direct expenses for product manufacturing and related services for the manufacturing of Mobileye products and direct operating expenses.
Our "all other" category also consists of "other", which includes:
▪results of operations from non-reportable segments not otherwise presented, and from start-up businesses that support our initiatives; and
▪historical results of operations from divested businesses.
We allocate operating expenses from our sales and marketing group to the Intel Products operating segments, and allocate operating expenses from our finance and administration groups to all of our operating segments, except Mobileye.
We estimate that the substantial majority of our consolidated depreciation expense in the first six months of 2024 and in the first six months of 2023 was incurred by Intel Foundry. Intel Foundry depreciation expense is substantially included in overhead cost pools and then combined with other costs, and subsequently absorbed into inventory as each product passes through the manufacturing process and is sold to Intel Products and other customers. As a result, it is impractical to determine the total depreciation expense included as a component of each Intel Products operating segment's operating income (loss).
We do not allocate to our operating segments corporate operating expenses that primarily consist of:
▪restructuring and other charges;
▪share-based compensation;
▪certain impairment charges; and
▪certain acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.
We do not allocate to our operating segments non-operating items such as:
▪gains and losses from equity investments;
▪interest and other income; and
▪income taxes.
The CODM, who is our CEO, allocates resources to and assesses the performance of each operating segment using information about the operating segment's revenue and operating income (loss). Although the CODM uses operating income (loss) to evaluate the segments, operating costs included in one segment may benefit other segments. The measures regularly provided to and used by our CODM under our new operating model continue to evolve; currently, our CODM does not regularly review or receive discrete asset information by segment.
Intersegment eliminations: Intersegment sales and related gross margin on inventory recorded at the end of the period or sold through to third party customers is eliminated for consolidation purposes. The Intel Products operating segments and Intel Foundry are meant to reflect separate fabless semiconductor and foundry companies. Thus certain intersegment activity is captured within the intersegment eliminations upon consolidation and presented at the Intel consolidated level. This activity primarily relates to inventory reserves, which are determined and recorded based on our accounting policies for Intel as a whole, but are only recorded by the Intel Products operating segments upon transfer of inventory from Intel Foundry. If a reserve is identified prior to the related inventory transferring to Intel Products, that reserve is presented as activity within the intersegment eliminations.
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| Financial Statements | Notes to Financial Statements | 10 |
Reporting units and goodwill reallocation: As a result of modifying our segment reporting in the first quarter of 2024, we reallocated goodwill among our affected reporting units on a relative fair value basis. We performed a quantitative goodwill impairment assessment for each of our reporting units immediately before and after our business reorganization. We concluded based on our pre-reorganization impairment test that goodwill was not impaired. As a result of our post-reorganization impairment test, we recognized a non-cash goodwill impairment loss of $222 million in the first quarter of 2024 related to our Intel Foundry reporting unit as the estimated fair value of the new reporting unit was lower than the assigned carrying value, which now includes substantially all of our allocated property, plant, and equipment. The Intel Foundry reporting unit has no remaining goodwill. The fair value substantially exceeded the carrying value for all remaining reporting units tested as part of our post-reorganization impairment test.
Operating segment and consolidated net revenue and operating income (loss) for each period were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
(In Millions) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Operating segment revenue: | | | | | | | | |
Intel Products: | | | | | | | | |
Client Computing Group | | | | | | | | |
Desktop | | $ | 2,527 | | | $ | 2,370 | | | $ | 4,988 | | | $ | 4,249 | |
Notebook | | 4,480 | | | 3,896 | | | 9,161 | | | 7,303 | |
Other | | 403 | | | 514 | | | 794 | | | 995 | |
| | 7,410 | | | 6,780 | | | 14,943 | | | 12,547 | |
Data Center and AI | | 3,045 | | | 3,155 | | | 6,081 | | | 6,056 | |
Network and Edge | | 1,344 | | | 1,364 | | | 2,708 | | | 2,853 | |
Total Intel Products revenue | | $ | 11,799 | | | $ | 11,299 | | | $ | 23,732 | | | $ | 21,456 | |
| | | | | | | | |
Intel Foundry | | $ | 4,320 | | | $ | 4,172 | | | $ | 8,689 | | | $ | 9,003 | |
All other | | | | | | | | |
Altera | | 361 | | | 848 | | | 703 | | | 1,664 | |
Mobileye | | 440 | | | 454 | | | 679 | | | 912 | |
Other | | 167 | | | 117 | | | 361 | | | 283 | |
Total all other revenue | | 968 | | | 1,419 | | | 1,743 | | | 2,859 | |
Total operating segment revenue | | $ | 17,087 | | | $ | 16,890 | | | $ | 34,164 | | | $ | 33,318 | |
Intersegment eliminations | | (4,254) | | | (3,941) | | | (8,607) | | | (8,654) | |
Total net revenue | | $ | 12,833 | | | $ | 12,949 | | | $ | 25,557 | | | $ | 24,664 | |
| | | | | | | | |
Segment operating income (loss): | | | | | | | | |
Intel Products: | | | | | | | | |
Client Computing Group | | $ | 2,497 | | | $ | 1,986 | | | $ | 5,142 | | | $ | 3,166 | |
Data Center and AI | | 276 | | | 469 | | | 758 | | | 491 | |
Network and Edge | | 139 | | | 64 | | | 323 | | | (5) | |
Total Intel Products operating income (loss) | | $ | 2,912 | | | $ | 2,519 | | | $ | 6,223 | | | $ | 3,652 | |
| | | | | | | | |
Intel Foundry | | $ | (2,830) | | | $ | (1,869) | | | $ | (5,304) | | | $ | (4,229) | |
All Other | | | | | | | | |
Altera | | $ | (25) | | | $ | 346 | | | $ | (64) | | | $ | 636 | |
Mobileye | | 72 | | | 129 | | | 4 | | | 252 | |
Other | | (82) | | | (120) | | | (187) | | | (186) | |
Total all other operating income (loss) | | $ | (35) | | | $ | 355 | | | $ | (247) | | | $ | 702 | |
Total segment operating income (loss) | | $ | 47 | | | $ | 1,005 | | | $ | 672 | | | $ | 125 | |
Intersegment eliminations | | (291) | | | (413) | | | 203 | | | 43 | |
Corporate unallocated expenses | | (1,720) | | | (1,608) | | | (3,908) | | | (2,652) | |
Total operating income (loss) | | $ | (1,964) | | | $ | (1,016) | | | $ | (3,033) | | | $ | (2,484) | |
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| | | | | | | | | | | |
| Financial Statements | Notes to Financial Statements | 11 |
Corporate Unallocated Expenses
Corporate unallocated expenses represent costs incurred that are not directly attributed to an operating segment. The nature of these expenses may vary, but primarily consist of restructuring and other charges, share-based compensation, certain impairment charges, and certain acquisition-related costs. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
(In Millions) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Acquisition-related adjustments | | $ | (265) | | | $ | (350) | | | $ | (530) | | | $ | (721) | |
Share-based compensation | | (780) | | | (922) | | | (1,959) | | | (1,661) | |
Restructuring and other charges | | (943) | | | (200) | | | (1,291) | | | (264) | |
Other | | 268 | | | (136) | | | (128) | | | (6) | |
Total corporate unallocated expenses | | $ | (1,720) | | | $ | (1,608) | | | $ | (3,908) | | | $ | (2,652) | |
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Note 3 : | Non-Controlling Interests |
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| | Jun 29, 2024 | | Dec 30, 2023 |
(In Millions) | | Non-Controlling Interests | | Non-Controlling Ownership % | | Non-Controlling Interests | | Non-Controlling Ownership % |
Ireland SCIP | | $ | 6 | | | 49 | % | | $ | — | | | — | % |
Arizona SCIP | | 3,152 | | | 49 | % | | 2,359 | | | 49 | % |
Mobileye | | 1,886 | | | 12 | % | | 1,838 | | | 12 | % |
IMS Nanofabrication | | 161 | | | 32 | % | | 178 | | | 32 | % |
Total Non-controlling interests | | $ | 5,205 | | | | | $ | 4,375 | | | |
Semiconductor Co-Investment Program
Ireland SCIP: In the second quarter of 2024, we closed a transaction with Apollo Global Management, Inc., involving the sale of 49% of our interest in an Irish limited liability company (Ireland SCIP) for net proceeds of $11.0 billion, substantially all of which increased our capital in excess of par value. Ireland SCIP is a VIE that we consolidate into our consolidated financial statements because we are the primary beneficiary. Generally, distributions will be received from Ireland SCIP based on both parties' proportional ownership. Ireland SCIP has the rights to operate Fab 34 in Leixlip, Ireland, and has the rights to the related factory output. We have the right to purchase 100% of the related factory output from Ireland SCIP. We will retain sole ownership of Fab 34, will be engaged as the Fab 34 operator in exchange for variable payments from Ireland SCIP based on the related factory output, and will be required to maintain certain performance standards in our capacity as operator. Once Fab 34 construction is complete, we will be required to purchase minimum quantities of the related factory output from Ireland SCIP or we will be subject to pay certain penalties to Ireland SCIP.
As of June 29, 2024, substantially all of the assets of Ireland SCIP consisted of cash and cash equivalents. The remaining assets and liabilities of Ireland SCIP were eliminated in our consolidated financial statements.
Arizona SCIP: We consolidate the results of an Arizona limited liability company (Arizona SCIP), a VIE, into our consolidated financial statements because we are the primary beneficiary. Generally, contributions will be made to, and distributions will be received from Arizona SCIP based on both parties' proportional ownership. We will be the sole operator and main beneficiary of two new chip factories that will be constructed by Arizona SCIP, and we will have the right to purchase 100% of the related factory output. Once production commences, we will be required to operate Arizona SCIP at minimum production levels measured in wafer starts per week and will be required to limit excess inventory held on site or we will be subject to certain penalties.
We have an unrecognized commitment to fund our respective share of the total construction costs of Arizona SCIP of $29.0 billion.
As of June 29, 2024, substantially all of the assets of Arizona SCIP consisted of property, plant, and equipment. The remaining assets and liabilities of Arizona SCIP were eliminated in our consolidated financial statements. The assets held by Arizona SCIP, which can be used only to settle obligations of the VIE and are not available to us, were $6.4 billion as of June 29, 2024 ($4.8 billion as of December 30, 2023).
Mobileye
In 2022, Mobileye completed its IPO and certain other equity financing transactions. During 2023, we converted 38.5 million of our Mobileye Class B shares into Class A shares, representing 5% of Mobileye's outstanding capital stock, and subsequently sold the Class A shares for $42 per share as part of a secondary offering, receiving net proceeds of $1.6 billion and increasing our capital in excess of par value by $663 million, net of tax. We continue to consolidate the results of Mobileye into our consolidated financial statements.
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| Financial Statements | Notes to Financial Statements | 12 |
IMS Nanofabrication
In 2023, we closed agreements to sell a combined 32% minority stake in our IMS business, a business within our Intel Foundry operating segment —including a 20% stake to Bain Capital and a 10% stake to Taiwan Semiconductor Manufacturing Company. Net proceeds resulting from the minority stake sales totaled $1.4 billion, and our capital in excess of par value increased by $958 million, net of tax. We continue to consolidate the results of IMS into our consolidated financial statements.
| | | | | |
Note 4 : | Earnings (Loss) Per Share |
We computed basic earnings (loss) per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings (loss) 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
(In Millions, Except Per Share Amounts) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Net income (loss) | | $ | (1,654) | | | $ | 1,473 | | | $ | (2,091) | | | $ | (1,295) | |
Less: Net income (loss) attributable to non-controlling interests | | (44) | | | (8) | | | (100) | | | (18) | |
Net income (loss) attributable to Intel | | $ | (1,610) | | | $ | 1,481 | | | $ | (1,991) | | | $ | (1,277) | |
Weighted average shares of common stock outstanding—basic | | 4,267 | | | 4,182 | | | 4,254 | | | 4,168 | |
Dilutive effect of employee equity incentive plans | | — | | | 14 | | | — | | | — | |
| | | | | | | | |
Weighted average shares of common stock outstanding—diluted | | 4,267 | | | 4,196 | | | 4,254 | | | 4,168 | |
Earnings (loss) per share attributable to Intel—basic | | $ | (0.38) | | | $ | 0.35 | | | $ | (0.47) | | | $ | (0.31) | |
Earnings (loss) per share attributable to Intel—diluted | | $ | (0.38) | | | $ | 0.35 | | | $ | (0.47) | | | $ | (0.31) | |
Potentially dilutive shares of common stock from employee equity 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.
Due to our net losses in the three and six months ended June 29, 2024 and the six months ended July 1, 2023, 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 had an anti-dilutive effect on diluted loss per share for these periods and were excluded from the computation of diluted loss per share. Securities that were anti-dilutive were insignificant in all periods presented.
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Note 5 : | Other Financial Statement Details |
Accounts Receivable
We sell certain of our accounts receivable on a non-recourse basis to third-party financial institutions. We record these transactions as sales of receivables and present cash proceeds as cash provided by operating activities in the Consolidated Condensed Statements of Cash Flows. Accounts receivable sold under non-recourse factoring arrangements were $1.0 billion during the first six months of 2024 ($1.0 billion in the first six months of 2023). After the sale of our accounts receivable, we expect to collect payment from the customers and remit it to the third-party financial institution.
Inventories
| | | | | | | | | | | | | | |
(In Millions) | | Jun 29, 2024 | | Dec 30, 2023 |
Raw materials | | $ | 1,284 | | | $ | 1,166 | |
Work in process | | 6,294 | | | 6,203 | |
Finished goods | | 3,666 | | | 3,758 | |
Total inventories | | $ | 11,244 | | | $ | 11,127 | |
Other Accrued Liabilities
Other accrued liabilities include deferred compensation of $3.0 billion as of June 29, 2024 ($2.9 billion as of December 30, 2023).
| | | | | | | | | | | |
| Financial Statements | Notes to Financial Statements | 13 |
Interest and Other, Net
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
(In Millions) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Interest income | | $ | 320 | | | $ | 313 | | | $ | 643 | | | $ | 647 | |
Interest expense | | (294) | | | (214) | | | (552) | | | (407) | |
Other, net | | 54 | | | 125 | | | 134 | | | 125 | |
Total interest and other, net | | $ | 80 | | | $ | 224 | | | $ | 225 | | | $ | 365 | |
Interest expense is net of $374 million of interest capitalized in the second quarter of 2024 and $737 million in the first six months of 2024 ($381 million in the second quarter of 2023 and $744 million in the first six months of 2023).
| | | | | |
Note 6 : | Restructuring and Other Charges |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
(In Millions) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Employee severance and benefit arrangements | | $ | 165 | | | $ | 171 | | | $ | 294 | | | $ | 132 | |
| | | | | | | | |
Litigation charges and other | | 778 | | | 20 | | | 778 | | | 97 | |
Asset impairment charges | | — | | | 9 | | | 219 | | | 35 | |
Total restructuring and other charges | | $ | 943 | | | $ | 200 | | | $ | 1,291 | | | $ | 264 | |
Employee severance and benefit arrangements includes charges of $165 million in the three months ended June 29, 2024 and $294 million in the six months ended June 29, 2024 relating to actions taken to streamline operations and to reduce costs. We expect these actions to be substantially completed by the fourth quarter of 2024, but this is subject to change. Any changes to the estimates or timing will be reflected in our results of operations.
Litigation charges and other includes a charge of $780 million in the second quarter of 2024 arising out of the R2 litigation. Refer to "Note 13: Contingencies" within Notes to Consolidated Condensed Financial Statements for further information on legal proceedings.
Asset impairment charges includes a goodwill impairment loss of $222 million in the first quarter of 2024 related to our Intel Foundry reporting unit. Refer to "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements for further information on our business reorganization and goodwill impairment.
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| | Three Months Ended | | Six Months Ended |
(In Millions) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Income (loss) before taxes | | $ | (2,004) | | | $ | (816) | | | $ | (2,723) | | | $ | (1,974) | |
Provision for (benefit from) taxes | | $ | (350) | | | $ | (2,289) | | | $ | (632) | | | $ | (679) | |
Effective tax rate | | 17.5 | % | | 280.5 | % | | 23.2 | % | | 34.4 | % |
In the second quarter of 2024 and YTD 2024, our benefit from income taxes was determined using the actual effective tax rate, adjusted for discrete items. We also utilized the actual effective tax rate method for the YTD 2023 period, and had a catch up adjustment to benefit from taxes during the second quarter of 2023 to conform to this methodology. We use the actual effective tax rate for the year-to-date period, adjusted for discrete items, if any, under certain circumstances where we are unable to make a reliable estimate of the annual effective tax rate. We used this approach in all periods presented due to the variability of the rate as a result of fluctuations in forecasted income and the effects of being taxed in multiple tax jurisdictions.
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| Financial Statements | Notes to Financial Statements | 14 |
Short-term Investments
Short-term investments include marketable debt investments in corporate debt, government debt, and financial institution instruments, and are recorded within cash and cash equivalents and short-term investments on the Consolidated Condensed Balance Sheets. Government debt includes instruments such as non-US government bills and bonds and US agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms, such as commercial paper, fixed- and floating-rate bonds, money market fund deposits, and time deposits. As of June 29, 2024 and December 30, 2023, substantially all time deposits were issued by institutions outside the US.
For certain of our marketable debt investments, we economically hedge market risks at inception with a related derivative instrument or the marketable debt investment itself is used to economically hedge currency exchange rate risk from remeasurement. These hedged investments are reported at fair value with gains or losses from the investments and the related derivative instruments recorded in interest and other, net. The fair value of our hedged investments was $17.6 billion as of June 29, 2024 ($17.1 billion as of December 30, 2023). For hedged investments still held at the reporting date, we recorded net losses of $139 million in the second quarter of 2024 and net losses of $366 million in the first six months of 2024 ($183 million of net losses in the second quarter of 2023 and $91 million of net losses in the first six months of 2023). We recorded net gains on the related derivatives of $132 million in the second quarter of 2024 and net gains of $390 million in the first six months of 2024 ($237 million of net gains in the second quarter of 2023 and net gains of $124 million in the first six months of 2023).
Our remaining unhedged marketable debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded in accumulated other comprehensive income (loss) and realized gains or losses recorded in interest and other, net. The adjusted cost of our unhedged investments was $7.7 billion as of June 29, 2024 ($4.7 billion as of December 30, 2023), which approximated the fair value for these periods.
The fair value of marketable debt investments, by contractual maturity, as of June 29, 2024, was as follows:
| | | | | | | | |
(In Millions) | | Fair Value |
Due in 1 year or less | | $ | 11,498 | |
Due in 1–2 years | | 1,987 | |
Due in 2–5 years | | 6,141 | |
Due after 5 years | | 241 | |
Instruments not due at a single maturity date1 | | 5,396 | |
Total | | $ | 25,263 | |
1 Instruments not due at a single maturity date is comprised of money market fund deposits, which are classified as either short-term investments or cash and cash equivalents.
Equity Investments
| | | | | | | | | | | | | | |
(In Millions) | | Jun 29, 2024 | | Dec 30, 2023 |
Marketable equity securities1 | | $ | 1,246 | | | $ | 1,194 | |
Non-marketable equity securities | | 4,574 | | | 4,630 | |
Equity method investments | | 4 | | | 5 | |
Total | | $ | 5,824 | | | $ | 5,829 | |
1 Substantially all of our marketable equity securities are subject to trading-volume or market-based restrictions, which limit the number of shares we may sell in a specified period of time, impacting our ability to liquidate these investments. Certain of the trading volume restrictions generally apply for as long as we own more than 1% of the outstanding shares. Market-based restrictions result from the rules of the respective exchange.
The components of gains (losses) on equity investments, net for each period were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
(In Millions) | | Jun 29, 2024 | | Jul 1, 2023 | | Jun 29, 2024 | | Jul 1, 2023 |
Ongoing mark-to-market adjustments on marketable equity securities | | $ | (43) | | | $ | (85) | | | $ | (134) | | | $ | 103 | |
Observable price adjustments on non-marketable equity securities | | 25 | | | — | | | 49 | | | 10 | |
Impairment charges | | (91) | | | (38) | | | (159) | | | (74) | |
Sale of equity investments and other1 | | (11) | | | 99 | | | 329 | | | 106 | |
Total gains (losses) on equity investments, net | | $ | (120) | | | $ | (24) | | | $ | 85 | | | $ | 145 | |
1 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 equity method investments, and our share of equity method investee gains (losses) and distributions.
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| Financial Statements | Notes to Financial Statements | 15 |
NAND Memory Business
We sold our NAND memory technology and manufacturing business (the NAND OpCo Business) to SK hynix Inc. (SK hynix) which we deconsolidated upon closing the first phase of the transaction on December 29, 2021. We have a receivable within other current assets for the transaction's remaining proceeds of $2.0 billion, which remains outstanding as of June 29, 2024 and will be received upon the second closing of the transaction, expected to be in March 2025.
In connection with the transaction, we have a wafer manufacturing and sale agreement that includes incentives and penalties that are contingent on the cost of operation and output of the NAND OpCo Business. These incentives and penalties present a maximum exposure of up to $500 million annually, and $1.5 billion in the aggregate. We are currently in negotiations with SK hynix to update the operating plan of the NAND OpCo Business, which may impact the metrics associated with the incentives and penalties and our expectations of the performance of the NAND OpCo Business against those metrics.
We were reimbursed for costs that we incurred on behalf of the NAND OpCo Business for corporate function services, which include human resources, information technology, finance, supply chain, and other compliance requirements. We recorded a receivable related to these reimbursable costs due from the NAND OpCo Business, a deconsolidated entity, of $144 million within other current assets as of June 29, 2024 ($145 million recorded as of December 30, 2023).
In the second quarter of 2024, we remarketed $438 million aggregate principal amount of bonds issued by the Industrial Development Authority of the City of Chandler, Arizona. In accordance with loan agreements we entered into with the Industrial Development Authority of the City of Chandler, Arizona, the bonds are unsecured general obligations. The bonds mature in 2049 and have a 4.00% coupon. The bonds are subject to optional tender starting in February 2029 and mandatory tender in June 2029, at which time we may remarket the bonds for a new term period.
In the first quarter of 2024, we issued a total of $2.6 billion aggregate principal amount of senior notes comprised of $500 million in 5.00% senior notes due 2031, $900 million in 5.15% senior notes due 2034 and $1.2 billion in 5.60% senior notes due 2054. All of our senior fixed rate notes pay interest semiannually. 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 our senior fixed rate notes rank equally in the right of payment with all of our other existing and future senior unsecured indebtedness and effectively rank junior to all liabilities of our subsidiaries.
In the first quarter of 2024, we expanded both our 5-year $5.0 billion revolving credit facility agreement and our 364-day $5.0 billion credit facility agreement, to $7.0 billion and $8.0 billion, respectively, and the maturity dates were extended by one year to February 2029 and January 2025, respectively. These credit facilities are unsecured general obligations. The revolving credit facilities had no borrowings outstanding as of June 29, 2024.
We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program. In the second quarter of 2024, we settled in cash $2.6 billion of our commercial paper and had $3.2 billion of 5.48% - 5.55% commercial paper outstanding as of June 29, 2024, which mature in July 2024 (no commercial paper outstanding as of December 30, 2023). Borrowings under the commercial paper program are unsecured general obligations.
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| Financial Statements | Notes to Financial Statements | 16 |
Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis
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| | Jun 29, 2024 | | Dec 30, 2023 | | |
| | Fair Value Measured and Recorded at Reporting Date Using | | | | Fair Value Measured and Recorded at Reporting Date Using | | | | |
(In Millions) | | Level 1 | | Level 2 | | Level 3 | | Total | | Level 1 | | Level 2 | | Level 3 | | Total | | |
Assets | | | | | | | | | | | | | | | | | | |
Cash equivalents: | | | | | | | | | | | | | | | | | | |
Corporate debt | | $ | — | | | $ | 616 | | | $ | — | | | $ | 616 | | | $ | — | | | $ | 769 | | | $ | — | | | $ | 769 | | | |
Financial institution instruments¹ | | 5,326 | | | 1,333 | | | — | | | 6,659 | | | 2,241 | | | 835 | | | — | | | 3,076 | | | |
Government debt² | | 2 | | | — | | | — | | | 2 | | | — | | | — | | | — | | | — | | | |
Reverse repurchase agreements | | — | | | 2,915 | | | — | | | 2,915 | | | — | | | 2,554 | | | — | | | 2,554 | | | |
Short-term investments: | | | | | | | | | | | | | | | | | | |
Corporate debt | | — | | | 5,781 | | | — | | | 5,781 | | | — | | | 6,951 | | | — | | | 6,951 | | | |
Financial institution instruments¹ | | 70 | | | 3,319 | | | — | | | 3,389 | | | 33 | | | 4,215 | | | — | | | 4,248 | | | |
Government debt² | | 8 | | | 8,808 | | | — | | | 8,816 | | | — | | | 6,756 | | | — | | | 6,756 | | | |
Other current assets: | | | | | | | | | | | | | | | | | | |
Derivative assets | | 131 | | | 681 | | | — | | | 812 | | | 366 | | | 809 | | | — | | | 1,175 | | | |
| | | | | | | | | | | | | | | | | | |
Marketable equity securities | | 1,246 | | | — | | | — | | | 1,246 | | | 1,194 | | | — | | | — | | | 1,194 | | | |
Other long-term assets: | | | | | | | | | | | | | | | | | | |
Derivative assets | | — | | | 2 | | | — | | | 2 | | | — | | | 21 | | | — | | | 21 | | | |
| | | | | | | | | | | | | | | | | | |
Total assets measured and recorded at fair value | | $ | 6,783 | | | $ | 23,455 | | | $ | — | | | $ | 30,238 | | | $ | 3,834 | | | $ | 22,910 | | | $ | — | | | $ | 26,744 | | | |
Liabilities | | | | | | | | | | | | | | | | | | |
Other accrued liabilities: | | | | | | | | | | | | | | | | | | |
Derivative liabilities | | $ | 4 | | | $ | 477 | | | $ | 123 | | | $ | 604 | | | $ | — | | | $ | 541 | | | $ | 99 | | | $ | 640 | | | |
| | | | | | | | | | | | | | | | | | |
Other long-term liabilities: | | | | | | | | | | | | | | | | | | |
Derivative liabilities | | — | | | 580 | | | — | | | 580 | | | — | | | 479 | | | — | | | 479 | | | |
Total liabilities measured and recorded at fair value | | $ | 4 | | | $ | 1,057 | | | $ | 123 | | | $ | 1,184 | | | $ | — | | | $ | 1,020 | | | $ | 99 | | | $ | 1,119 | | | |
1Level 1 investments consist of money market funds. Level 2 investments consist primarily of certificates of deposit, time deposits, commercial paper, notes and bonds issued by financial institutions.
2Level 1 investments consist of US Treasury securities. Level 2 investments consist primarily of non-US government debt.
Assets 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, goodwill, 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 observable price adjustment or impairment is recognized on our non-marketable equity securities during the period, we classify these assets as Level 3.
Financial 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, certain other receivables, and issued debt. We classify the fair value of grants receivable as Level 2. The estimated fair value of these financial instruments approximates their carrying value. The aggregate carrying value of grants receivable as of June 29, 2024 was $546 million (the aggregate carrying value as of December 30, 2023 was $559 million).
We classify the fair value of issued debt (excluding any commercial paper) as Level 2. The fair value of our issued debt was $45.9 billion as of June 29, 2024 ($47.6 billion as of December 30, 2023).
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| Financial Statements | Notes to Financial Statements | 17 |
| | | | | |
Note 12 : | Derivative Financial Instruments |