Annual report pursuant to Section 13 and 15(d)

Acquisitions & Divestitures

v3.23.4
Acquisitions & Divestitures
12 Months Ended
Dec. 30, 2023
Business Combinations [Abstract]  
Acquisitions and Divestitures [Text Block]
Note 10 : Divestitures
NAND Memory Business
On December 29, 2021, we closed the first phase of our agreement with SK hynix Inc. (SK hynix) to divest our NAND memory business for $9.0 billion in cash. Our NAND memory business includes our NAND memory technology and manufacturing business (the NAND OpCo Business), of which we deconsolidated our ongoing interests as part of the sale. The transaction will be completed in two closings and upon the first closing in the first quarter of 2022, SK hynix paid $7.0 billion of consideration and we recognized a pre-tax gain of $1.0 billion within interest and other, net, and tax expense of $495 million. We recorded a receivable in other long-term assets for the remaining proceeds we will receive upon the second closing of the transaction, expected to be no earlier than March 2025. The receivable outstanding was $2.0 billion as of December 30, 2023 and $1.9 billion December 31, 2022.
The wafer manufacturing and sale agreement 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 in light of the current business environment and projections, 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. Reimbursed expenses approximated $145 million in 2022 and $125 million in 2023. We recorded a receivable due from the NAND OpCo Business, a deconsolidated entity, of $145 million within other current assets as of December 30, 2023 ($133 million recorded as of December 31, 2022).