10Q Document 9.28.2013

Large accelerated filer þ

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

(Do not check if a smaller reporting company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



	þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 28, 2013.



	¨	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)



Delaware		94-1672743
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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)

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 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 þ

Shares outstanding of the Registrant’s common stock:



Class		Outstanding as of October 18, 2013
Common stock, $0.001 par value		4,971 million

PART I – FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

INTEL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)



	Three Months Ended					Nine Months Ended
(In Millions, Except Per Share Amounts)	Sep 28, 2013			Sep 29, 2012		Sep 28, 2013			Sep 29, 2012
Net revenue	$	13,483		$	13,457	$	38,874		$	39,864
Cost of sales	5,069			4,942		15,924			14,530
Gross margin	8,414			8,515		22,950			25,334
Research and development	2,742			2,605		7,785			7,519
Marketing, general and administrative	1,970			1,995		6,082			6,099
Restructuring and asset impairment charges	124			—		124			—
Amortization of acquisition-related intangibles	74			74		217			233
Operating expenses	4,910			4,674		14,208			13,851
Operating income	3,504			3,841		8,742			11,483
Gains (losses) on equity investments, net	452			53		437			81
Interest and other, net	(32		)	27		(119		)	105
Income before taxes	3,924			3,921		9,060			11,669
Provision for taxes	974			949		2,065			3,132
Net income	$	2,950		$	2,972	$	6,995		$	8,537
Basic earnings per common share	$	0.59		$	0.59	$	1.41		$	1.71
Diluted earnings per common share	$	0.58		$	0.58	$	1.37		$	1.65
Cash dividends declared per common share	$	0.45		$	0.45	$	0.90		$	0.87
Weighted average common shares outstanding:
Basic	4,981			4,996		4,969			5,006
Diluted	5,100			5,153		5,095			5,181

See accompanying notes.

INTEL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)



	Three Months Ended					Nine Months Ended
(In Millions)	Sep 28, 2013			Sep 29, 2012		Sep 28, 2013			Sep 29, 2012
Net income	$	2,950		$	2,972	$	6,995		$	8,537
Other comprehensive income, net of tax:
Change in net unrealized holding gains (losses) on available-for-sale investments	769			80		1,376			137
Change in net deferred tax asset valuation allowance	(20		)	1		(20		)	1
Change in net unrealized holding gains (losses) on derivatives	70			166		(37		)	103
Change in net prior service costs	2			1		4			3
Change in net actuarial losses	31			18		101			48
Change in net foreign currency translation adjustment	51			90		23			(12		)
Other comprehensive income (loss)	903			356		1,447			280
Total comprehensive income	$	3,853		$	3,328	$	8,442		$	8,817

See accompanying notes.

INTEL CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)



(In Millions)	Sep 28, 2013		Dec 29, 2012
Assets
Current assets:
Cash and cash equivalents	$	4,881	$	8,478
Short-term investments	6,492		3,999
Trading assets	7,773		5,685
Accounts receivable, net	3,719		3,833
Inventories	4,533		4,734
Deferred tax assets	2,435		2,117
Other current assets	1,517		2,512
Total current assets	31,350		31,358

Property, plant and equipment, net of accumulated depreciation of $41,282 ($38,063 as of December 29, 2012)	30,346		27,983
Marketable equity securities	6,514		4,424
Other long-term investments	1,583		493
Goodwill	10,467		9,710
Identified intangible assets, net	5,434		6,235
Other long-term assets	4,857		4,148
Total assets	$	90,551	$	84,351

Liabilities and stockholders’ equity
Current liabilities:
Short-term debt	$	350	$	312
Accounts payable	2,996		3,023
Accrued compensation and benefits	2,530		2,972
Accrued advertising	1,012		1,015
Deferred income	2,093		1,932
Other accrued liabilities	4,894		3,644
Total current liabilities	13,875		12,898

Long-term debt	13,157		13,136
Long-term deferred tax liabilities	4,384		3,412
Other long-term liabilities	3,683		3,702
Contingencies (Note 19)
Stockholders’ equity:
Preferred stock	—		—
Common stock and capital in excess of par value, 4,973 shares issued and outstanding (4,944 as of December 29, 2012)	21,113		19,464
Accumulated other comprehensive income (loss)	1,048		(399		)
Retained earnings	33,291		32,138
Total stockholders’ equity	55,452		51,203
Total liabilities and stockholders’ equity	$	90,551	$	84,351

See accompanying notes.

INTEL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



	Nine Months Ended
(In Millions)	Sep 28, 2013			Sep 29, 2012
Cash and cash equivalents, beginning of period	$	8,478		$	5,065
Cash flows provided by (used for) operating activities:
Net income	6,995			8,537
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	5,123			4,716
Share-based compensation	855			830
Restructuring and asset impairment charges	124			—
Excess tax benefit from share-based payment arrangements	(42		)	(139		)
Amortization of intangibles	953			801
(Gains) losses on equity investments, net	(391		)	(81		)
Deferred taxes	(513		)	(42		)
Changes in assets and liabilities:
Accounts receivable	131			(283		)
Inventories	205			(1,198		)
Accounts payable	312			232
Accrued compensation and benefits	(222		)	(588		)
Income taxes payable and receivable	873			294
Other assets and liabilities	335			(221		)
Total adjustments	7,743			4,321
Net cash provided by operating activities	14,738			12,858

Cash flows provided by (used for) investing activities:
Additions to property, plant and equipment	(7,763		)	(8,523		)
Acquisitions, net of cash acquired	(882		)	(568		)
Purchases of available-for-sale investments	(10,107		)	(6,643		)
Sales of available-for-sale investments	864			2,142
Maturities of available-for-sale investments	5,586			4,631
Purchases of trading assets	(13,034		)	(12,548		)
Maturities and sales of trading assets	10,890			12,678
Collection of loans receivable	124			141
Origination of loans receivable	(100		)	(216		)
Investments in non-marketable equity investments	(258		)	(358		)
Proceeds from the sale of IM Flash Singapore, LLP assets and certain IM Flash Technologies, LLC assets	—			605
Return of equity method investments	35			137
Purchases of licensed technology and patents	(36		)	(565		)
Other investing	529			359
Net cash used for investing activities	(14,152		)	(8,728		)

Cash flows provided by (used for) financing activities:
Increase (decrease) in short-term debt, net	38			(191		)
Proceeds from government grants	—			38
Excess tax benefit from share-based payment arrangements	42			139
Proceeds from sales of shares through employee equity incentive plans	1,308			1,975
Repurchase of common stock	(1,899		)	(4,090		)
Payment of dividends to stockholders	(3,358		)	(3,231		)
Other financing	(307		)	(315		)
Net cash used for financing activities	(4,176		)	(5,675		)

Effect of exchange rate fluctuations on cash and cash equivalents	(7		)	—

Net increase (decrease) in cash and cash equivalents	(3,597		)	(1,545		)

Cash and cash equivalents, end of period	$	4,881		$	3,520

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest	$	91		$	33
Income taxes, net of refunds	$	1,669		$	2,906

See accompanying notes.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited

Note 1: Basis of Presentation

We prepared our interim consolidated condensed financial statements that accompany these notes in conformity with U.S. generally accepted accounting principles, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 29, 2012.

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, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 29, 2012.

Note 2: Fair Value

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability. Our financial assets are measured and recorded at fair value, except for equity method investments, cost method investments, cost method loans receivable, and reverse repurchase agreements with original maturities greater than approximately three months. Most of our liabilities are not measured and recorded at fair value.

Fair Value Hierarchy

The three levels of inputs that may be used to measure fair value are as follows:

Level 1. Quoted prices in active markets for identical assets or liabilities.

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 in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. 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.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Investments in Debt Instruments

Debt investments reflected in the following table include investments such as asset-backed securities, bank deposits, commercial paper, corporate bonds, government bonds, money market fund deposits, municipal bonds, and reverse repurchase agreements classified as cash equivalents. When we use observable market prices for identical securities that are traded in less active markets, we classify our debt investments as Level 2. When observable market prices for identical securities are not available, we price our debt investments using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Non-binding market consensus prices are based on the proprietary valuation models of pricing providers or brokers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar securities; and the internal assumptions of pricing providers or brokers that use observable market inputs and unobservable market inputs that we consider to be not significant. We corroborate non-binding market consensus prices with observable market data using statistical models when observable market data exists. The discounted cash flow model uses observable market inputs, such as LIBOR-based yield curves, currency spot and forward rates, and credit ratings.

Debt investments classified as Level 3, are classified as such because the fair values are generally derived from discounted cash flow models, performed either by us or our pricing providers, using inputs that we are unable to corroborate with observable market data. We monitor and review the inputs and results of these valuation models to ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments at the end of each period:



	September 28, 2013								December 29, 2012
	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:
Bank deposits	$	—	$	819	$	—	$	819	$	—	$	822	$	—	$	822
Commercial paper	—		2,245		—		2,245		—		2,711		—		2,711
Corporate bonds	—		—		—		—		—		—		—		—
Government bonds	—		—		—		—		400		66		—		466
Money market fund deposits	554		—		—		554		1,086		—		—		1,086
Reverse repurchase agreements	—		750		—		750		—		2,800		—		2,800
Short-term investments:
Bank deposits	—		1,679		—		1,679		—		540		—		540
Commercial paper	—		2,413		—		2,413		—		1,474		—		1,474
Corporate bonds	453		927		19		1,399		75		292		21		388
Government bonds	477		524		—		1,001		1,307		290		—		1,597
Trading assets:
Asset-backed securities	—		533		4		537		—		—		68		68
Bank deposits	—		110		—		110		—		247		—		247
Commercial paper	—		273		—		273		—		336		—		336
Corporate bonds	2,160		623		—		2,783		482		1,109		—		1,591
Government bonds	1,879		2,031		—		3,910		1,743		1,479		—		3,222
Money market fund deposits	88		—		—		88		18		—		—		18
Municipal bonds	—		72		—		72		—		203		—		203
Other current assets:
Derivative assets	—		255		1		256		12		208		1		221
Loans receivable	—		34		—		34		—		203		—		203
Marketable equity securities	6,514		—		—		6,514		4,424		—		—		4,424
Other long-term investments:
Asset-backed securities	—		—		9		9		—		—		11		11
Bank deposits	—		139		—		139		—		56		—		56
Corporate bonds	265		609		39		913		10		218		26		254
Government bonds	235		287		—		522		59		113		—		172
Other long-term assets:
Derivative assets	—		13		23		36		—		20		18		38
Loans receivable	—		765		—		765		—		577		—		577
Total assets measured and recorded at fair value	$	12,625	$	15,101	$	95	$	27,821	$	9,616	$	13,764	$	145	$	23,525
Liabilities
Other accrued liabilities:
Derivative liabilities	$	—	$	405	$	—	$	405	$	1	$	291	$	—	$	292
Other long-term liabilities:
Derivative liabilities	—		45		—		45		—		20		—		20
Total liabilities measured and recorded at fair value	$	—	$	450	$	—	$	450	$	1	$	311	$	—	$	312

Government bonds include bonds issued or deemed to be guaranteed by government entities. Government bonds include instruments such as non-U.S. government bonds, U.S. agency securities, and U.S. Treasury securities.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

During the first six months of 2013, we purchased $394 million of asset-backed securities, which were classified as Level 3 investments. In the third quarter of 2013, we observed an increase in market activity which allowed us to determine that there was sufficient observable market data available to reclassify $381 million of asset-backed securities from Level 3 to Level 2 of the fair value hierarchy. Our policy is to reflect transfers between the fair value hierarchy levels at the beginning of the quarter in which a change in circumstances resulted in the transfer.

Fair Value Option for Loans Receivable

We elected the fair value option for loans receivable when the interest rate or foreign exchange rate risk was hedged at inception with a related derivative instrument. As of September 28, 2013, 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. Loans receivable are classified within other current assets and other long-term assets. Fair value is determined using a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Gains and losses from changes in fair value on the loans receivable and related derivative instruments, as well as interest income, are recorded in interest and other, net. During all periods presented, changes in the fair value of our loans receivable were largely offset by changes in the related derivative instruments, resulting in an insignificant net impact on our consolidated condensed statements of income. Gains and losses attributable to changes in credit risk are determined using observable credit default spreads for the issuer or comparable companies; these gains and losses were insignificant during all periods presented. We did not elect the fair value option for loans receivable when the interest rate or foreign exchange rate risk was not hedged at inception with a related derivative instrument. Loans receivable not measured and recorded at a fair value are included in the "Financial Instruments Not Recorded at Fair Value on a Recurring Basis" section that follows.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

Our non-marketable equity investments, marketable equity method investments, and non-financial assets, such as intangible assets and property, plant and equipment, are recorded at fair value only if an impairment charge is recognized.

A portion of our non-marketable equity investments has been measured and recorded at fair value due to events or circumstances that significantly impacted the fair value of those investments, resulting in other-than-temporary impairment charges. We classified these measurements as Level 3, as we used unobservable inputs to the valuation methodologies that were significant to the fair value measurements, and the valuations required management judgment due to the absence of quoted market prices. Impairment charges recognized on non-marketable equity investments held as of September 28, 2013 were $23 million during the third quarter of 2013 and $93 million during the first nine months of 2013 (impairment charges recognized on non-marketable equity investments held as of September 29, 2012 were $19 million during the third quarter of 2012 and $88 million during the first nine months of 2012). The fair value of the non-marketable equity investments impaired during the first nine months of 2013 was $33 million at the time of impairment ($51 million for non-marketable equity investments impaired during the first nine months of 2012).

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

On a quarterly basis, we measure the fair value of our non-marketable cost method investments, indebtedness carried at amortized cost, cost method loans receivable, grants receivable, and reverse repurchase agreements with original maturities greater than approximately three months; however, the assets are recorded at fair value only when an impairment charge is recognized. The carrying amounts and fair values of certain financial instruments not recorded at fair value on a recurring basis at the end of each period were as follows:



	September 28, 2013
(In Millions)	Carrying Amount		Fair Value Measured Using						Fair Value
(In Millions)	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
Non-marketable cost method investments	$	1,203	$	—	$	—	$	1,952	$	1,952
Loans receivable	$	175	$	—	$	150	$	25	$	175
Reverse repurchase agreements	$	150	$	—	$	150	$	—	$	150
Grants receivable	$	447	$	—	$	444	$	—	$	444
Long-term debt	$	13,157	$	10,892	$	2,652	$	—	$	13,544
Short-term debt	$	24	$	—	$	24	$	—	$	24
NVIDIA Corporation cross-license agreement liability	$	584	$	—	$	596	$	—	$	596



	December 29, 2012
(In Millions)	Carrying Amount		Fair Value Measured Using						Fair Value
(In Millions)	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
Non-marketable cost method investments	$	1,202	$	—	$	—	$	1,766	$	1,766
Loans receivable	$	199	$	—	$	150	$	48	$	198
Reverse repurchase agreements	$	50	$	—	$	50	$	—	$	50
Grants receivable	$	198	$	—	$	205	$	—	$	205
Long-term debt	$	13,136	$	11,442	$	2,926	$	—	$	14,368
Short-term debt	$	48	$	—	$	48	$	—	$	48
NVIDIA Corporation cross-license agreement liability	$	875	$	—	$	890	$	—	$	890

As of September 28, 2013 and December 29, 2012, the unrealized loss position of our non-marketable cost method investments was insignificant.

Our non-marketable cost method investments are valued using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable public companies. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable companies’ sizes, growth rates, industries, and development stages. The income approach includes the use of a discounted cash flow model, which requires significant estimates for investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenues and costs are developed using available market, historical, and forecast data. The valuation of these non-marketable cost method investments also takes into account variables such as conditions reflected in the capital markets, recent financing activities by the investees, the investees’ capital structure, the terms of the investees’ issued interests, and the lack of marketability of the investments.

The carrying amount and fair value of loans receivable exclude loans measured and recorded at a fair value of $799 million as of September 28, 2013 ($780 million as of December 29, 2012). The carrying amount and fair value of short-term debt exclude drafts payable.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

The fair value of our loans receivable and reverse repurchase agreements, including those held at fair value, is determined using a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data, such as LIBOR-based yield curves, currency spot and forward rates, and credit ratings. The credit quality of these assets remains high, with credit ratings of A/A2 or better for a substantial majority of our loans receivable and all of our reverse repurchase agreements as of September 28, 2013. Our long-term debt recognized at amortized cost is comprised of our senior notes and our convertible debentures. The fair value of our senior notes is determined using active market prices, and it is therefore classified as Level 1. The fair value of our convertible long-term debt is determined using discounted cash flow models with observable market inputs, and it takes into consideration variables such as interest rate changes, comparable securities, subordination discount, and credit-rating changes, and it is therefore classified as Level 2.

The fair value of our grants receivable is determined using a discounted cash flow model, which discounts future cash flows using an appropriate yield curve. As of September 28, 2013 and December 29, 2012, the carrying amount of our grants receivable was classified within other current assets and other long-term assets, as applicable.

The NVIDIA Corporation cross-license agreement liability in the preceding table was incurred as a result of entering into a long-term patent cross-license agreement with NVIDIA in January 2011. We agreed to make payments to NVIDIA over six years. As of September 28, 2013 and December 29, 2012, the carrying amount of the liability arising from the agreement was classified within other accrued liabilities and other long-term liabilities, as applicable. The fair value is determined using a discounted cash flow model, which discounts future cash flows using our incremental borrowing rates.

Note 3: Cash and Investments

Cash and investments at the end of each period were as follows:



(In Millions)	Sep 28, 2013		Dec 29, 2012
Available-for-sale investments	$	18,207	$	14,001
Cash	513		593
Equity method investments	985		992
Loans receivable	974		979
Non-marketable cost method investments	1,203		1,202
Reverse repurchase agreements	900		2,850
Trading assets	7,773		5,685
Total cash and investments	$	30,555	$	26,302

In July 2013, we sold our shares in Clearwire Corporation, which had been accounted for as available-for-sale marketable equity securities, and our interest in Clearwire Communications, LLC (Clearwire LLC), which had been accounted for as an equity method investment. We received proceeds of $142 million on the sale of our shares in Clearwire Corporation and $328 million on the sale of our interest in Clearwire LLC. The proceeds received on the sale of our shares in Clearwire Corporation and our interest in Clearwire LLC are included in "sales of available-for-sale investments" and "other investing", respectively, within investing activities on the consolidated condensed statements of cash flows. During the third quarter of 2013, we recognized gains of $111 million on the sale of our shares in Clearwire Corporation and $328 million on the sale of our interest in Clearwire LLC. The total gain of $439 million on these transactions is included in "gains (losses) on equity investments, net" on the consolidated condensed statements of income.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Available-for-Sale Investments

Available-for-sale investments at the end of each period were as follows:



	September 28, 2013									December 29, 2012
(In Millions)	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	11	$	—	$	(2	)	$	9	$	14	$	—	$	(3	)	$	11
Bank deposits	2,634		4		(1		)	2,637		1,417		1		—			1,418
Commercial paper	4,658		—		—			4,658		4,184		1		—			4,185
Corporate bonds	2,300		15		(3		)	2,312		635		8		(1		)	642
Government bonds	1,524		—		(1		)	1,523		2,235		—		—			2,235
Marketable equity securities	3,329		3,186		(1		)	6,514		3,356		1,069		(1		)	4,424
Money market fund deposits	555		—		(1		)	554		1,086		—		—			1,086
Total available-for-sale investments	$	15,011	$	3,205	$	(9	)	$	18,207	$	12,927	$	1,079	$	(5	)	$	14,001

In the preceding table, government bonds include bonds issued or deemed to be guaranteed by government entities. Government bonds include instruments such as non-U.S. government bonds, U.S. agency securities, and U.S. Treasury securities. Bank deposits were primarily held by institutions outside the U.S. as of September 28, 2013 and December 29, 2012.

We sold available-for-sale investments for proceeds of $266 million in the third quarter of 2013 and $864 million in the first nine months of 2013 ($1.5 billion in the third quarter of 2012 and $2.1 billion in the first nine months of 2012). The gross realized gains on sales of available-for-sale investments were $134 million in the third quarter of 2013 and $143 million in the first nine months of 2013 ($66 million in the third quarter of 2012 and $110 million in the first nine months of 2012). Gross realized gains on the sale of available-for-sale investments in the third quarter of 2013 were primarily related to the sale of our shares in Clearwire Corporation, previously included as marketable equity securities in the preceding table.

For information on the unrealized holding gains (losses) on available-for-sale investments reclassified out of accumulated other comprehensive income into the consolidated condensed statements of income, see "Note 18: Comprehensive Income".

The amortized cost and fair value of available-for-sale debt investments as of September 28, 2013, by contractual maturity, were as follows:



(In Millions)	Cost		Fair Value
Due in 1 year or less	$	9,130	$	9,137
Due in 1–2 years	1,129		1,137
Due in 2–5 years	373		372
Instruments not due at a single maturity date	1,050		1,047
Total	$	11,682	$	11,693

Instruments not due at a single maturity date in the preceding table include all asset-backed securities, most callable government bonds, and all money market fund deposits.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Equity Method Investments

IM Flash Technologies, LLC and IM Flash Singapore, LLP

Micron Technology, Inc. and Intel formed IM Flash Technologies, LLC (IMFT) and IM Flash Singapore, LLP (IMFS) to manufacture NAND flash memory products for Micron and Intel. During the second quarter of 2012, we entered into agreements with Micron that modified our joint venture relationship including an agreement to sell our ownership interest in IMFS. We received $605 million in the second quarter of 2012 from the sale of assets of IMFS and certain assets of IMFT to Micron. As of September 28, 2013, we own a 49% interest in the remaining assets held by IMFT. The carrying value of our investment in IMFT was $656 million as of September 28, 2013 ($642 million as of December 29, 2012) and is classified within other long-term assets.

As part of the agreements to modify our joint venture relationship, we also entered into an amended operating agreement for IMFT. This amended operating agreement extends the term of IMFT to 2024, unless earlier terminated under certain terms and conditions, and provides that IMFT may manufacture certain emerging memory technologies in addition to NAND flash memory. These agreements include a supply agreement for Micron to supply us with NAND flash memory products. We provided approximately $365 million to Micron in the second quarter of 2012, primarily for subsequent product purchases under the supply agreement with Micron. The agreements also extend and expand our NAND joint development program with Micron to include emerging memory technologies. Additionally, the amended agreement provides for certain rights that, beginning in 2015, will enable us to sell to Micron, or enable Micron to purchase from us, our interest in IMFT. If Intel exercises this right, Micron would set the closing date of the transaction within two years following such election and could elect to receive financing from Intel for one to two years.

IMFT is a variable interest entity. All costs of the IMFT joint venture will be passed on to Micron and Intel pursuant to our purchase agreements. Intel's portion of IMFT costs, primarily related to product purchases and production-related services, was approximately $80 million during the third quarter of 2013 and approximately $280 million during the first nine months of 2013 (approximately $120 million during the third quarter of 2012 for IMFT and approximately $620 million during the first nine months of 2012 for IMFT and IMFS). Subsequent to the sale of our ownership interest in IMFS in the second quarter of 2012, we no longer incur costs related to IMFS. The amount due to IMFT for product purchases and services provided was approximately $90 million as of September 28, 2013 (approximately $90 million as of December 29, 2012). During the first nine months of 2013, $35 million was returned to Intel by IMFT, which is reflected as a return of equity method investment within investing activities on the consolidated condensed statements of cash flows ($137 million during the first nine months of 2012).

IMFT depends on Micron and Intel for any additional cash needs. Our known maximum exposure to loss approximated the carrying value of our investment balance in IMFT, which was $656 million as of September 28, 2013. Except for the amount due to IMFT for product purchases and services, we did not have any additional liabilities recognized on our consolidated condensed balance sheets in connection with our interests in this joint venture as of September 28, 2013. In addition, our potential future losses could be higher than the carrying amount of our investment, as Intel and Micron are liable for other future operating costs or obligations of IMFT. Future cash calls could also increase our investment balance and the related exposure to loss. In addition, because we are currently committed to purchasing 49% of IMFT’s production output and production-related services, we may be required to purchase products at a cost in excess of realizable value.

Under the accounting standards for consolidating variable interest entities, the consolidating investor is the entity with the power to direct the activities of the venture that most significantly impact the venture’s economic performance and with the obligation to absorb losses or the right to receive benefits from the venture that could potentially be significant to the venture. We have determined that we do not have both of these characteristics and, therefore, we account for our interest in IMFT (and accounted for our prior interest in IMFS) using the equity method of accounting.

Trading Assets

As of September 28, 2013 and December 29, 2012, all of our trading assets were marketable debt instruments. Net gains related to trading assets still held at the reporting date were $96 million in the third quarter of 2013 and $43 million in the first nine months of 2013 (net gains of $50 million in the third quarter of 2012 and $35 million in the first nine months of 2012). Net losses on the related derivatives were $97 million in the third quarter of 2013 and $40 million in the first nine months of 2013 (net losses of $39 million in the third quarter of 2012 and $11 million in the first nine months of 2012).

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Note 4: Inventories

We compute inventory cost on a first-in, first-out basis. Costs incurred to manufacture our products are included in the valuation of inventory beginning in the quarter in which a product meets the technical criteria to qualify for sale to customers. Prior to qualification for sale, costs that do not meet the criteria for research and development are included in cost of sales in the period incurred. Inventories at the end of each period were as follows:



(In Millions)	Sep 28, 2013		Dec 29, 2012
Raw materials	$	505	$	478
Work in process	2,259		2,219
Finished goods	1,769		2,037
Total inventories	$	4,533	$	4,734

Note 5: 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 and commodity price risk. We currently do not hold derivative instruments for the purpose of managing credit risk as we limit the amount of credit exposure to any one counterparty and generally enter into derivative transactions with high-credit-quality counterparties. We also enter into master netting arrangements with counterparties when possible to mitigate credit risk in derivative transactions. A master netting arrangement may allow counterparties to net settle amounts owed to each other as a result of multiple, separate derivative transactions. For presentation on our consolidated condensed balance sheets, we do not offset fair value amounts recognized for derivative instruments under master netting arrangements.

Currency Exchange Rate Risk

We are exposed to currency exchange rate risk and generally hedge our exposures with currency forward contracts, currency interest rate swaps, or currency options. Substantially all of our revenue is transacted in U.S. dollars. However, a significant amount of our operating expenditures and capital purchases are incurred in or exposed to other currencies, primarily the euro, the Japanese yen, and the Israeli shekel. We have established balance sheet and forecasted transaction currency risk management programs to protect against fluctuations in fair value and the volatility of the functional currency equivalent of future cash flows caused by changes in exchange rates. Our non-U.S.-dollar-denominated investments in debt instruments and loans receivable are generally hedged with offsetting currency forward contracts or currency interest rate swaps. We may also hedge foreign currency risk arising from funding foreign currency denominated forecasted investments. These programs reduce, but do not eliminate, the impact of currency exchange movements.

Our currency risk management programs include:

•

Currency derivatives with cash flow hedge accounting designation that utilize currency forward contracts and currency options to hedge exposures to the variability in the U.S.-dollar equivalent of anticipated non-U.S.-dollar-denominated cash flows. These instruments generally mature within 12 months. For these derivatives, we report the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss), and we reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated condensed statements of income as the impact of the hedged transaction.

•

Currency derivatives without hedge accounting designation that utilize currency forward contracts or currency interest rate swaps 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 hedges of non-U.S.-dollar-denominated loans receivable recognized at fair value. The majority of these instruments mature within 12 months. Changes in the functional currency equivalent cash flows of the underlying assets and liabilities are approximately offset by the changes in fair value of the related derivatives. We record net gains or losses in the line item on the consolidated condensed statements of income most closely associated with the related exposures, primarily in interest and other, net, except for equity-related gains or losses, which we primarily record in gains (losses) on equity investments, net.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Interest Rate Risk

Our primary objective for holding investments in debt instruments is to preserve principal while maximizing yields. We generally swap the returns on our investments in fixed-rate debt instruments with remaining maturities longer than six months into U.S.-dollar three-month LIBOR-based returns, unless management specifically approves otherwise. These swaps are settled at various interest payment times involving cash payments at each interest and principal payment date, with the majority of the contracts having quarterly payments.

Our interest rate risk management programs include:

•

Interest rate derivatives with cash flow hedge accounting designation that utilize interest rate swap agreements to modify the interest characteristics of debt instruments. For these derivatives, we report the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss), and we reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated condensed statements of income as the impact of the hedged transaction.

•

Interest rate derivatives without hedge accounting designation that utilize interest rate swaps and currency interest rate swaps in economic hedging transactions, including hedges of non-U.S.-dollar-denominated debt instruments classified as trading assets and hedges of non-U.S.-dollar-denominated loans receivable recognized at fair value. Floating interest rates on the swaps are reset on a quarterly basis. Changes in fair value of the debt instruments classified as trading assets and loans receivable recognized at fair value are generally offset by changes in fair value of the related derivatives, both of which are recorded in interest and other, net.

Equity Market Risk

Our investments include marketable equity securities and equity derivative instruments. We typically do not attempt to reduce or eliminate our equity market exposure through hedging activities at the inception of the investment. Before we enter into hedge arrangements, we evaluate legal, market, and economic factors, as well 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. We recognize changes in the fair value of such derivatives in gains (losses) on equity investments, net.

We also utilize total return swaps to offset changes in liabilities related to the equity market risks of certain deferred compensation arrangements. Gains and losses from changes in fair value of these total return swaps are generally offset by the gains and losses on the related liabilities, both of which are recorded in cost of sales and operating expenses.

Commodity Price Risk

We operate facilities that consume commodities, and have established forecasted transaction risk management programs to protect against fluctuations in fair value and the volatility of future cash flows caused by changes in commodity prices, such as those for natural gas. These programs reduce, but do not always eliminate, the impact of commodity price movements.

Our commodity price risk management program includes commodity derivatives with cash flow hedge accounting designation that utilize commodity swap contracts to hedge future cash flow exposures to the variability in commodity prices. These instruments generally mature within 12 months. For these derivatives, we report the after-tax gain (loss) from the effective portion of the hedge as a component of accumulated other comprehensive income (loss) and reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated condensed statements of income as the impact of the hedged transaction.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Volume 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)	Sep 28, 2013		Dec 29, 2012		Sep 29, 2012
Currency forwards	$	12,458	$	13,117	$	10,158
Currency interest rate swaps	3,665		2,711		2,574
Currency options	—		—		1,751
Embedded debt derivatives	3,600		3,600		3,600
Interest rate swaps	1,269		1,101		1,132
Total return swaps	873		807		920
Other	72		127		156
Total	$	21,937	$	21,463	$	20,291

The gross notional amounts for currency forwards, currency interest rate swaps, and currency options (presented by currency) at the end of each period were as follows:



(In Millions)	Sep 28, 2013		Dec 29, 2012		Sep 29, 2012
British pound sterling	$	403	$	308	$	312
Chinese yuan	648		647		634
Euro	5,952		5,994		6,276
Israeli shekel	2,006		2,256		1,991
Japanese yen	3,864		4,389		3,831
Malaysian ringgit	444		442		340
Swiss franc	1,416		657		174
Other	1,390		1,135		925
Total	$	16,123	$	15,828	$	14,483

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets

The fair value of our derivative instruments at the end of each period were as follows:



	September 28, 2013								December 29, 2012
(In Millions)	Other Current Assets		Other Long-Term Assets		Other Accrued Liabilities		Other Long-Term Liabilities		Other Current Assets		Other Long-Term Assets		Other Accrued Liabilities		Other Long-Term Liabilities
Derivatives designated as hedging instruments
Currency forwards	$	152	$	4	$	113	$	—	$	91	$	2	$	127	$	—
Other	—		—		—		—		—		—		—		—
Total derivatives designated as hedging instruments	$	152	$	4	$	113	$	—	$	91	$	2	$	127	$	—
Derivatives not designated as hedging instruments
Currency forwards	$	29	$	—	$	119	$	—	$	85	$	—	$	58	$	—
Currency interest rate swaps	72		9		141		24		33		18		72		14
Embedded debt derivatives	—		—		—		21		—		—		—		6
Interest rate swaps	2		—		32		—		—		—		34		—
Total return swaps	—		—		—		—		11		—		—		—
Other	1		23		—		—		1		18		1		—
Total derivatives not designated as hedging instruments	$	104	$	32	$	292	$	45	$	130	$	36	$	165	$	20
Total derivatives	$	256	$	36	$	405	$	45	$	221	$	38	$	292	$	20

Derivatives in Cash Flow Hedging Relationships

The before-tax gains (losses), attributed to the effective portion of cash flow hedges, recognized in other comprehensive income during each period were as follows:



	Three Months Ended					Nine Months Ended
(In Millions)	Sep 28, 2013			Sep 29, 2012		Sep 28, 2013			Sep 29, 2012
Currency forwards	$	84		$	190	$	(105	)	$	75
Other	(1		)	1		—			—
Total	$	83		$	191	$	(105	)	$	75

Gains and losses on derivative instruments in cash flow hedging relationships related to hedge ineffectiveness, as well as amounts excluded from effectiveness testing, were insignificant during all periods presented in the preceding tables. Additionally, for all periods presented, there was an insignificant impact on results of operations from discontinued cash flow hedges, which arises when forecasted transactions are probable of not occurring.

For information on the unrealized holding gains (losses) on derivatives reclassified out of accumulated other comprehensive income into the consolidated condensed statements of income, see "Note 18: Comprehensive Income."

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Derivatives Not Designated as Hedging Instruments

The effects of derivative instruments not designated as hedging instruments on the consolidated condensed statements of income during each period were as follows:



		Three Months Ended						Nine Months Ended
(In Millions)	Location of Gains (Losses) Recognized in Income on Derivatives	Sep 28, 2013			Sep 29, 2012			Sep 28, 2013			Sep 29, 2012
Currency forwards	Interest and other, net	$	(27	)	$	19		$	23		$	(9	)
Currency interest rate swaps	Interest and other, net	(56		)	(53		)	—			(40		)
Currency options	Interest and other, net	—			3			—			3
Interest rate swaps	Interest and other, net	(5		)	(3		)	(2		)	31
Total return swaps	Various	70			69			99			71
Other	Gains (losses) on equity investments, net	(6		)	(1		)	1			(3		)
Total		$	(24	)	$	34		$	121		$	53

Note 6: Acquisitions

During the first nine months of 2013, we completed nine acquisitions qualifying as business combinations in exchange for aggregate net cash consideration of $882 million, substantially all of which was allocated to goodwill and acquisition-related developed technology intangible assets. Included in these acquisitions is our acquisition of Stonesoft Corporation to expand our network security solutions, specifically addressing next generation firewall products. We acquired Stonesoft in the third quarter of 2013 for net cash consideration of $381 million, substantially all of which was allocated to goodwill and acquisition-related developed technology intangible assets. Stonesoft's operating results are included in our software and services operating segments. For information on the assignment of goodwill by operating segment related to these acquisitions, see “Note 7: Goodwill,” and for information on the classification of intangible assets, see "Note 8: Identified Intangible Assets." The completed acquisitions in the first nine months of 2013, both individually and in the aggregate, were not significant to our results of operations.

Note 7: Goodwill

Goodwill activity in the first nine months of 2013 was as follows:



(In Millions)	PC Client Group		Data Center Group			Other Intel Architecture Operating Segments			Software and Services Operating Segments		Total
December 29, 2012	$	2,962	$	1,839		$	916		$	3,993	$	9,710
Additions due to acquisitions	54		—			166			501		721
Transfers	34		(22		)	(12		)	—		—
Effect of exchange rate fluctuations	—		—			—			36		36
September 28, 2013	$	3,050	$	1,817		$	1,070		$	4,530	$	10,467

In the first quarter of 2013, we completed a reorganization that transferred a portion of our wired connectivity business formerly included within the Data Center Group (DCG) to the PC Client Group (PCCG), as the technology from that portion of the business is primarily used for client connectivity. Due to this reorganization, goodwill was transferred from DCG to PCCG. For further information see "Note 20: Operating Segments Information."

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Note 8: Identified Intangible Assets

Identified intangible assets at the end of each period were as follows:



	September 28, 2013
(In Millions)	Gross Assets		Accumulated Amortization			Net
Acquisition-related developed technology	$	3,034	$	(1,557	)	$	1,477
Acquisition-related customer relationships	1,760		(757		)	1,003
Acquisition-related trade names	65		(40		)	25
Licensed technology and patents	2,973		(890		)	2,083
Identified intangible assets subject to amortization	7,832		(3,244		)	4,588
Acquisition-related trade names	815		—			815
Other intangible assets	31		—			31
Identified intangible assets not subject to amortization	846		—			846
Total identified intangible assets	$	8,678	$	(3,244	)	$	5,434



	December 29, 2012
(In Millions)	Gross Assets		Accumulated Amortization			Net
Acquisition-related developed technology	$	2,778	$	(1,116	)	$	1,662
Acquisition-related customer relationships	1,712		(551		)	1,161
Acquisition-related trade names	68		(33		)	35
Licensed technology and patents	2,986		(699		)	2,287
Other intangible assets	238		(86		)	152
Identified intangible assets subject to amortization	7,782		(2,485		)	5,297
Acquisition-related trade names	809		—			809
Other intangible assets	129		—			129
Identified intangible assets not subject to amortization	938		—			938
Total identified intangible assets	$	8,720	$	(2,485	)	$	6,235

For identified intangible assets that are subject to amortization, we recorded amortization expense on the consolidated condensed statements of income as follows: amortization of acquisition-related developed technology and licensed technology and patents is included in cost of sales, amortization of acquisition-related customer relationships and trade names is included in amortization of acquisition-related intangibles, and amortization of other intangible assets is recorded as a reduction of revenue.

Amortization expenses during each period were as follows:



	Three Months Ended				Nine Months Ended
(In Millions)	Sep 28, 2013		Sep 29, 2012		Sep 28, 2013		Sep 29, 2012
Acquisition-related developed technology	$	150	$	141	$	430	$	420
Acquisition-related customer relationships	70		71		208		224
Acquisition-related trade names	3		3		8		9
Licensed technology and patents	69		53		204		148
Other intangible assets	—		—		103		—
Total amortization expenses	$	292	$	268	$	953	$	801

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Based on the identified intangible assets that are subject to amortization as of September 28, 2013, we expect future amortization expense to be as follows:



(In Millions)	Remainder of 2013		2014		2015		2016		2017
Acquisition-related developed technology	$	151	$	587	$	313	$	221	$	72
Acquisition-related customer relationships	70		268		251		233		141
Acquisition-related trade names	3		10		9		3