intc-20220402

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	April 2, 2022


			☐			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)

Securities registered pursuant to Section 12(b) of the Act:


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.

Large Accelerated Filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☑

☐

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 April 2, 2022, the registrant had outstanding 4,089 million shares of common stock.

Table of Contents

The Organization of Our Quarterly Report on 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 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 Consolidated Condensed Financial Statements and Supplemental Details.

The preparation of our Consolidated Condensed Financial Statements is in conformity with U.S. 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.


		Page
Forward-Looking Statements		1

A Quarter in Review		2
Consolidated Condensed Financial Statements and Supplemental Details
	Consolidated Condensed Statements of Income	3
	Consolidated Condensed Statements of Comprehensive Income	4
	Consolidated Condensed Balance Sheets	5
	Consolidated Condensed Statements of Cash Flows	6
	Consolidated Condensed Statements of Stockholders' Equity	7
	Notes to Consolidated Condensed Financial Statements	8
	Key Terms	23

Management's Discussion and Analysis


	Segment Trends and Results	24





	Consolidated Results of Operations	30
	Liquidity and Capital Resources	34


	Non-GAAP Financial Measures	36

Other Key Information
	Quantitative and Qualitative Disclosures about Market Risk	39
	Risk Factors	39
	Controls and Procedures	40

	Issuer Purchases of Equity Securities	40
	Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934	41
	Exhibits	42
	Form 10-Q Cross-Reference Index	43

Table of Contents

Forward-Looking Statements

This Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as "anticipate," "expect," "intend," "aim," "strive," "objective," "goals," "plans," "ambitions," "opportunity," "outlook," "predict," "future," "to be," "roadmap," "achieve," "grow," "committed," "believes," "seeks," "targets," "milestones," "estimated," "continues," "likely," "possible," "may," "might," "potentially," "will," "would," "should," "could," "on track," "positioned," and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to Intel’s strategy and its anticipated benefits, including updates to our reporting structure; Intel's process and packaging technology, roadmap, and schedules, including future node performance and other metrics; manufacturing expansion and financing plans; investment plans, and impacts of investment plans, including in the U.S. and abroad; future responses to and effects of COVID-19, including manufacturing, transportation, and operational restrictions or disruptions, such as the recent Shanghai port shutdown; future economic conditions; projections of our future financial performance; future business, social, and environmental performance, goals, measures and strategies; our anticipated growth and trends in our businesses and operations; projected growth and trends in markets relevant to our businesses; business plans; future products, services and technology, and the expected regulation, availability, production and benefits of such products, services and technology; projected costs and yield trends; product and manufacturing plans, goals, timelines, ramps, progress and future product and process leadership and performance; geopolitical conditions, including the impacts of Russia's war on Ukraine and the suspension of our operations; expected timing and impact of acquisitions, divestitures, and other significant transactions, including statements relating to the pending acquisitions of Tower Semiconductor Ltd. and Granulate Cloud Solutions Ltd, the sale of our NAND memory business, and the proposed initial public offering of Mobileye; expected completion of restructuring activities; availability, uses, sufficiency, and cost of capital and of capital resources, including expected returns to stockholders such as dividends and share repurchases, and the expected timing of future repurchases; our valuation; future production capacity and product supply; supply expectations, including regarding constraints, limitations, pricing and industry shortages; the future purchase, use, and availability of products, components and services supplied by third parties, including third-party IP and manufacturing services; tax- and accounting-related expectations; LIBOR-related expectations; our role in the Rapid Assured Microelectronics Prototypes - Commercial program; uncertain events or assumptions, including statements relating to TAM, product or customer demand or market opportunity; and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management's expectations as of the date of this filing, unless an earlier date is specified, and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this report and our 2021 Form 10-K, particularly in "Risk Factors" within Other Key Information. 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 made 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, and Intel does not undertake, and expressly disclaims 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.

Intel, the Intel logo, and Intel Core are trademarks of Intel Corporation or its subsidiaries in the U.S. and/or other countries.

* Other names and brands may be claimed as the property of others.


						1

Table of Contents


A Quarter in Review

Total revenue of $18.4 billion was down $1.3 billion year over year as CCG decreased 13% and DCAI increased 22%. CCG was down on lower notebook and desktop volume, partially offset by higher notebook and desktop ASPs, and lower revenue due to the continued ramp down from the exit of our 5G smartphone modem business. DCAI revenue increased on higher server volume due to strength in hyperscale products and continued recovery from COVID-driven lows in Q1 2021, partially offset by lower server ASPs. NEX revenue increased on strong demand for cloud networking and edge products. Refer to Note 2: Operating Segments within Notes to Consolidated Condensed Financial Statements for further information about the recent changes to our operating segments.

Revenue

Gross Margin

Diluted EPS

Cash Flows

■ GAAP $B ■ Non-GAAP $B

■ GAAP ■ Non-GAAP

■ Operating Cash Flow $B

■ Adjusted Free Cash Flow $B

$18.4B

50.4%

53.1%

$1.98

$0.87

$5.9B

$5.5B

GAAP

non-GAAP1

GAAP

non-GAAP1

GAAP

non-GAAP1

Revenue down $1.3B or 7% from Q1 2021

Gross margin down 4.8 ppts from Q1 2021

Gross margin down 5.7 ppt from Q1 2021

Diluted EPS up $1.15 or 141% from Q1 2021

Diluted EPS down $0.47 or 35% from Q1 2021

Operating cash flow up $543M or 10% from Q1 2021

Adjusted free cash flow up $4.2B or 303% from Q1 2021

Lower revenue in CCG and lack of Corporate revenue from a prepaid customer supply agreement in Q1 2021; higher revenue in DCAI and NEX. Non-GAAP Q1 2021 revenue excludes historical results of the divested NAND business.

Lower gross margin from higher unit cost and higher period charges from ramp of Intel 4, partially offset by changes in revenue. Non-GAAP gross margin excludes amortization of acquisition-related intangibles, share-based compensation, and historical results of the divested NAND business.

Higher EPS from gains on the sale of McAfee and on the NAND divestiture, and the benefit from the EC fine reversal, partially offset by higher operating expenses from additional investment and a higher effective tax rate. Non-GAAP results incrementally exclude Restructuring and other charges, (Gains) losses from divestiture, (Gains) losses on equity investments, net, the tax reform adjustment, and the tax effects of non-GAAP adjustments.

Higher operating cash flow driven by decrease in cash used in net working capital and benefit from the EC fine reversal, offset by lower income after adjusting for non-cash items, including the gain on the sale of McAfee and pre-tax gain from the divestiture of our NAND business. Adjusted free cash flow increased due to the proceeds on the sale of McAfee.

Key Developments

▪We announced our plans to invest up to €80 billion in the European Union over the next decade across the semiconductor value chain – from R&D to manufacturing to state-of-the art packaging technologies. We plan to invest up to an initial €17 billion into a leading-edge semiconductor fab mega-site in Germany, to create a new R&D and design hub in France, and to invest in R&D, manufacturing and foundry services in Ireland, Italy, Poland and Spain.

▪We entered into a definitive agreement to acquire Tower Semiconductor Ltd., a leading foundry for analog semiconductor solutions. The acquisition is expected to advance our IDM 2.0 strategy by accelerating our global end-to-end foundry business.

▪We announced an agreement to acquire Granulate Cloud Solutions Ltd, an Israel-based developer of real-time continuous optimization software. The acquisition of Granulate should help cloud and data center customers maximize compute workload performance and reduce infrastructure and cloud costs.

▪We continue to progress on our previously announced intention to take Mobileye public in the US via an IPO.

1 See "Non-GAAP Financial Measures" within MD&A.

2 See "Key Terms" within Consolidated Condensed Financial Statements and Supplemental Details.


			A Quarter in Review			2

Table of Contents


Consolidated Condensed Statements of Income


	Three Months Ended
(In Millions, Except Per Share Amounts; Unaudited)	Apr 2, 2022		Mar 27, 2021
Net revenue	$	18,353	$	19,673
Cost of sales	9,109		8,819
Gross margin	9,244		10,854
Research and development	4,362		3,623
Marketing, general and administrative	1,752		1,328
Restructuring and other charges	(1,211)		2,209
Operating expenses	4,903		7,160
Operating income	4,341		3,694
Gains (losses) on equity investments, net	4,323		368
Interest and other, net	997		(156)
Income before taxes	9,661		3,906
Provision for taxes	1,548		545
Net income	$	8,113	$	3,361
Earnings per share—basic	$	1.99	$	0.83
Earnings per share—diluted	$	1.98	$	0.82

Weighted average shares of common stock outstanding:
Basic	4,079		4,056
Diluted	4,107		4,096

See accompanying notes.


			Financial Statements			Consolidated Condensed Statements of Income			3

Table of Contents


Consolidated Condensed Statements of Comprehensive Income


	Three Months Ended
(In Millions; Unaudited)	Apr 2, 2022		Mar 27, 2021
Net income	$	8,113	$	3,361
Changes in other comprehensive income, net of tax:


Net unrealized holding gains (losses) on derivatives	(115)		(350)
Actuarial valuation and other pension benefits (expenses), net	18		13
Translation adjustments and other	(25)		(15)
Other comprehensive income (loss)	(122)		(352)
Total comprehensive income	$	7,991	$	3,009

See accompanying notes.


			Financial Statements			Consolidated Condensed Statements of Comprehensive Income			4

Table of Contents


Consolidated Condensed Balance Sheets


(In Millions)	Apr 2, 2022		Dec 25, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	6,215	$	4,827
Short-term investments	32,481		24,426

Accounts receivable	7,074		9,457
Inventories	11,935		10,776
Assets held for sale	236		6,942
Other current assets	4,627		2,130
Total current assets	62,568		58,558

Property, plant and equipment, net of accumulated depreciation of $87,096 ($85,294 as of December 25, 2021)	66,718		63,245
Equity investments	6,036		6,298

Goodwill	27,011		26,963
Identified intangible assets, net	6,813		7,270
Other long-term assets	7,210		6,072
Total assets	$	176,356	$	168,406

Liabilities and stockholders’ equity
Current liabilities:
Short-term debt	$	4,459	$	4,591
Accounts payable	7,210		5,747
Accrued compensation and benefits	2,731		4,535


Other accrued liabilities	14,922		12,589
Total current liabilities	29,322		27,462

Debt	32,788		33,510

Income taxes payable	4,372		4,305
Deferred income taxes	1,547		2,667
Other long-term liabilities	5,191		5,071
Contingencies (Note 12)

Stockholders’ equity:

Common stock and capital in excess of par value, 4,089 issued and outstanding (4,070 issued and outstanding as of December 25, 2021)	29,244		28,006
Accumulated other comprehensive income (loss)	(1,002)		(880)
Retained earnings	74,894		68,265
Total stockholders’ equity	103,136		95,391
Total liabilities and stockholders’ equity	$	176,356	$	168,406

See accompanying notes.


			Financial Statements			Consolidated Condensed Balance Sheets			5

Table of Contents


Consolidated Condensed Statements of Cash Flows


	Three Months Ended
(In Millions; Unaudited)	Apr 2, 2022		Mar 27, 2021

Cash and cash equivalents, beginning of period	$	4,827	$	5,865
Cash flows provided by (used for) operating activities:
Net income	8,113		3,361
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	2,847		2,454
Share-based compensation	707		425

Restructuring and other charges	17		2,209
Amortization of intangibles	501		448
(Gains) losses on equity investments, net	(4,325)		(299)
(Gains) losses on divestitures	(1,121)		—


Changes in assets and liabilities:
Accounts receivable	2,384		(426)
Inventories	(1,147)		180
Accounts payable	(128)		303
Accrued compensation and benefits	(1,884)		(1,283)
Prepaid customer supply agreements	(6)		(1,566)
Income taxes	1,219		383
Other assets and liabilities	(1,286)		(841)
Total adjustments	(2,222)		1,987
Net cash provided by operating activities	5,891		5,348
Cash flows provided by (used for) investing activities:
Additions to property, plant and equipment	(4,604)		(3,972)
Additions to held for sale NAND property, plant and equipment	(193)		(416)


Purchases of short-term investments	(19,091)		(6,574)
Maturities and sales of short-term investments	10,490		8,009



Sales of equity investments	4,682		86



Proceeds from divestitures	6,544		—
Other investing	(468)		866
Net cash used for investing activities	(2,640)		(2,001)
Cash flows provided by (used for) financing activities:



Payments on finance leases	(299)		—


Proceeds from sales of common stock through employee equity incentive plans	589		565
Repurchase of common stock	—		(2,301)


Payment of dividends to stockholders	(1,487)		(1,411)



Other financing	(666)		(873)
Net cash provided by (used for) financing activities	(1,863)		(4,020)

Net increase (decrease) in cash and cash equivalents	1,388		(673)
Cash and cash equivalents, end of period	$	6,215	$	5,192

Supplemental disclosures:
Acquisition of property, plant, and equipment included in accounts payable and accrued liabilities	$	2,949	$	2,472


Cash paid during the period for:
Interest, net of capitalized interest	$	177	$	161
Income taxes, net of refunds	$	335	$	172

See accompanying notes.


			Financial Statements			Consolidated Condensed Statements of Cash Flows			6

Table of Contents


Consolidated Condensed Statements of Stockholders' Equity


	Common Stock and Capital in Excess of Par Value			Accumulated Other Comprehensive Income (Loss)		Retained Earnings1		Total
(In Millions, Except Per Share Amounts; Unaudited)	Shares	Amount
Three Months Ended

Balance as of December 25, 2021	4,070	$	28,006	$	(880)	$	68,265	$	95,391
Net income	—	—		—		8,113		8,113
Other comprehensive income (loss)	—	—		(122)		—		(122)
Employee equity incentive plans and other	20	589		—		—		589
Share-based compensation	—	707		—		—		707



Repurchase of common stock	—	—		—		—		—

Restricted stock unit withholdings	(1)	(58)		—		3		(55)
Cash dividends declared ($0.37 per share)	—	—		—		(1,487)		(1,487)
Balance as of April 2, 2022	4,089	$	29,244	$	(1,002)	$	74,894	$	103,136

Balance as of December 26, 2020	4,062	$	25,556	$	(751)	$	56,268	$	81,073


Net income	—	—		—		3,361		3,361
Other comprehensive income (loss)	—	—		(352)		—		(352)
Employee equity incentive plans and other	17	565		—		—		565
Share-based compensation	—	425		—		—		425
Temporary equity reduction	—	—		—		—		—


Repurchase of common stock	(40)	(249)		—		(2,166)		(2,415)

Restricted stock unit withholdings	(1)	(25)		—		(4)		(29)
Cash dividends declared ($0.70 per share)	—	—		—		(2,821)		(2,821)

Balance as of March 27, 2021	4,038	$	26,272	$	(1,103)	$	54,638	$	79,807

1The retained earnings balance as of December 26, 2020 includes an opening balance adjustment made as a result of the adoption of a new accounting standard in 2021.

See accompanying notes.


			Financial Statements			Consolidated Condensed Statements of Stockholders' Equity			7

Table of Contents


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 U.S. GAAP, consistent in all material respects with those applied in our 2021 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 the Consolidated Financial Statements in our 2021 Form 10-K where we include additional information about our policies and the methods and assumptions used in our estimates.

In the first quarter of 2022, we reclassified the presentation of cash paid and received under our credit support annex agreements with derivative counterparties within our Consolidated Condensed Statement of Cash Flows. These reclassifications better reflect the economic intent of the credit support annex agreements, and result in changes to amounts previously reported for net cash provided by (used for) operating, investing, and financing activities.

In the first quarter of 2022, we reclassified the presentation of certain marketable debt investments within our Consolidated Condensed Balance Sheets, combining all marketable debt investments with original contractual maturities of three months or more into Short-term investments as they represent the investment of cash available for current operations. These reclassifications simplify our Consolidated Condensed Balance Sheets and result in changes to amounts previously reported as Short-term investments, Trading assets and Other long-term investments.


Note 2 :			Operating Segments

We previously announced several organizational changes that would accelerate the execution and innovation of our Company by allowing us to capture growth in both large traditional markets and high-growth emerging markets. This includes reorganization of our business units to capture this growth and to provide increased transparency, focus and accountability. As a result, we modified our segment reporting in Q1 2021 to align to the previously announced business reorganization. All prior-period segment data has been retrospectively adjusted to reflect the way we internally manage and monitor operating segment performance starting in fiscal year 2022.

We now manage our business through the following operating segments:

▪Client Computing (CCG)

▪Datacenter and AI (DCAI)

▪Network and Edge (NEX)

▪Accelerated Computing Systems and Graphics (AXG)

▪Mobileye

▪Intel Foundry Services (IFS)

We derive a substantial majority of our revenue from our principal products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package, which is based on Intel® architecture.

CCG, DCAI and NEX are our reportable operating segments. AXG, Mobileye, and IFS do not meet the quantitative thresholds to qualify as reportable operating segments; however, we have elected to disclose the results of these non-reportable operating segments. AXG revenue includes integrated graphics royalties from our CCG and NEX operating segments and are recorded as if the sales or transfers were to third parties at prices that approximate market-based selling prices. When we enter into federal contracts, they are aligned to the sponsoring operating segment.

We have sales and marketing, manufacturing, engineering, finance, and administration groups. Expenses for these groups are generally allocated to the operating segments.

We have an "all other" category that includes revenue, expenses, and charges such as:

▪historical results of operations from divested businesses;

▪results of operations of start-up businesses that support our initiatives;

▪amounts included within restructuring and other charges;

▪employee benefits, compensation, and other expenses not allocated to the operating segments (beginning the first quarter of 2022, this includes all of our stock-based compensation); and

▪acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.


			Financial Statements			Notes to Financial Statements			8

Table of Contents

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). The CODM does not evaluate operating segments using discrete asset information and we do not identify or allocate assets by operating segments. Based on the interchangeable nature of our manufacturing and assembly and test assets, most of the related depreciation expense is not directly identifiable within our operating segments, as it is included in overhead cost pools and subsequently absorbed into inventory as each product passes through our manufacturing process. Because our products are then sold across multiple operating segments, it is impracticable to determine the total depreciation expense included as a component of each operating segment's operating income (loss) results. We do not allocate gains and losses from equity investments, interest and other income, share-based compensation, or taxes to operating segments. Although the CODM uses operating income to evaluate the segments, operating costs included in one segment may benefit other segments. The accounting policies for segment reporting are the same as for Intel as a whole. There have been no changes to our segment accounting policies disclosed in our 2021 Form 10-K except for the organizational changes and the change in allocation of stock-based compensation expense described above.

Net revenue and operating income (loss) for each period were as follows:


	Three Months Ended
(In Millions)	Apr 2, 2022		Mar 27, 2021
Operating segment revenue:
Client Computing
Desktop	$	2,641	$	2,770
Notebook	5,959		6,956
Other	694		997
	9,294		10,723

Datacenter and AI	6,034		4,940
Network and Edge	2,213		1,799
Accelerated Computing Systems and Graphics	219		181
Mobileye	394		377
Intel Foundry Services	283		103
All other	67		1,724
Total operating segment revenue	$	18,504	$	19,847

Operating income (loss):
Client Computing	$	2,827	$	4,288
Datacenter and AI	1,686		1,706
Network and Edge	366		243
Accelerated Computing Systems and Graphics	(390)		(176)
Mobileye	148		171
Intel Foundry Services	(31)		(34)
All other	(265)		(2,504)
Total operating income	$	4,341	$	3,694

The following table presents intersegment revenue before eliminations:


Total operating segment revenue	$	18,504	$	19,847

Less: Accelerated Computing Systems and Graphics intersegment revenue	(151)		(174)
Total net revenue	$	18,353	$	19,673


			Financial Statements			Notes to Financial Statements			9

Table of Contents


Note 3 :			Earnings Per Share

We computed basic earnings per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period.


	Three Months Ended
(In Millions, Except Per Share Amounts)	Apr 2, 2022		Mar 27, 2021
Net income available to common stockholders	$	8,113	$	3,361
Weighted average shares of common stock outstanding—basic	4,079		4,056
Dilutive effect of employee equity incentive plans	28		40

Weighted average shares of common stock outstanding—diluted	4,107		4,096
Earnings per share—basic	$	1.99	$	0.83
Earnings per share—diluted	$	1.98	$	0.82

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.

Securities which would have been anti-dilutive are insignificant and are excluded from the computation of diluted earnings per share in all periods presented.


Note 4 :			Other Financial Statement Details

Inventories


(In Millions)	Apr 2, 2022		Dec 25, 2021
Raw materials	$	1,596	$	1,441
Work in process	6,928		6,656
Finished goods	3,411		2,679
Total inventories	$	11,935	$	10,776

Interest and Other, Net


	Three Months Ended
(In Millions)	Apr 2, 2022		Mar 27, 2021
Interest income	$	47	$	37
Interest expense	(124)		(190)
Other, net	1,074		(3)
Total interest and other, net	$	997	$	(156)

Interest expense in the preceding table is net of $142 million of interest capitalized in the first three months of 2022 ($97 million in the first three months of 2021). Other, net in the first three months of 2022, includes a gain of $1.1 billion resulting from the first closing of the divestiture of our NAND memory business.


			Financial Statements			Notes to Financial Statements			10

Table of Contents


Note 5 :			Restructuring and Other Charges


	Three Months Ended
(In Millions)	Apr 2, 2022		Mar 27, 2021
Employee severance and benefit arrangements	$	5	$	6

Litigation charges and other	(1,216)		2,203

Total restructuring and other charges	$	(1,211)	$	2,209

Litigation charges and other includes $1.2 billion in the first quarter of 2022 from the annulled penalty related to an EC fine that was recorded and paid in 2009, and a charge of $2.2 billion in the first quarter of 2021 related to the VLSI litigation. These are recorded as a Corporate benefit and charge, respectively, in the "all other" category presented in "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements. Refer to "Note 12: Contingencies" within Notes to Consolidated Condensed Financial Statements for further information on legal proceedings related to the EC fine and the VLSI litigation.


Note 6 :			Investments

Short-term Investments

Short-term investments include marketable debt investments in corporate debt, government debt, and financial institution instruments. Government debt includes instruments such as non-U.S. government bonds and U.S. agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms, such as commercial paper, fixed- and floating-rate bonds, money market fund deposits, and time deposits. As of April 2, 2022 and December 25, 2021, substantially all time deposits were issued by institutions outside the U.S.

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 $26.8 billion as of April 2, 2022 and $21.5 billion as of December 25, 2021. For hedged investments still held at the reporting date, we recorded net losses of $411 million in the first three months of 2022 ($372 million of net losses in the first three months of 2021). Net gains on the related derivatives were $377 million in the first three months of 2022 ($366 million of net gains in the first three months of 2021).

Our remaining unhedged marketable debt investments are reported at fair value, with unrealized gains or losses, net of tax, recorded in accumulated other comprehensive income (loss). The adjusted cost of these investments was $9.8 billion as of April 2, 2022 and $5.0 billion as of December 25, 2021, which approximated the fair value for these periods.

The fair value of marketable debt investments, by contractual maturity, as of April 2, 2022, was as follows:


(In Millions)	Fair Value
Due in 1 year or less	$	26,683
Due in 1–2 years	4,103
Due in 2–5 years	4,275
Due after 5 years	613
Instruments not due at a single maturity date	859
Total	$	36,533

Equity Investments


(In Millions)	Apr 2, 2022		Dec 25, 2021
Marketable equity securities	$	1,764	$	2,171
Non-marketable equity securities	4,258		4,111
Equity method investments	14		16
Total	$	6,036	$	6,298


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The components of gains (losses) on equity investments, net for each period were as follows:


	Three Months Ended
(In Millions)	Apr 2, 2022		Mar 27, 2021
Ongoing mark-to-market adjustments on marketable equity securities	$	(430)	$	(291)
Observable price adjustments on non-marketable equity securities	71		551
Impairment charges	(23)		(38)
Sale of equity investments and other¹	4,705		146
Total gains (losses) on equity investments, net	$	4,323	$	368

1 Sale of equity investments and other includes realized gains (losses) on sales of non-marketable equity investments, our share of equity method investees' gains (losses) and distributions, and initial fair value adjustments recorded upon a security becoming marketable.

Gains and losses for our marketable and non-marketable equity securities for each period were as follows:


	Three Months Ended
(In Millions)	Apr 2, 2022		Mar 27, 2021
Net gains (losses) recognized during the period on equity securities	$	(244)	$	311
Less: Net (gains) losses recognized during the period on equity securities sold during the period	(17)		(85)
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	(261)	$	226

McAfee Corp.

McAfee Corp. (McAfee) completed its initial public offering in October 2020. Due to our 41% ownership and significant influence as of December 25, 2021, we accounted for it as an equity method investment. We had no accounting carrying value as of December 25, 2021.

In Q1 2022, the sale of McAfee to an investor group was completed. We received $4.6 billion in cash for the sale of our remaining share of McAfee and recognized $4.6 billion of gains in Sale of equity investments and other.

Beijing Unisoc Technology Ltd.

We account for our interest in Beijing Unisoc Technology Ltd. (Unisoc) as a non-marketable equity security. In the first quarter of 2021, we recognized $471 million in observable price adjustments in our investment in Unisoc. As of April 2, 2022 the net book value of the investment is $1.1 billion ($1.1 billion as of December 25, 2021).


Note 7 :			Acquisitions and Divestitures

Acquisitions

Pending acquisition of Tower Semiconductor

During the first quarter of 2022, we entered into a definitive agreement to acquire Tower Semiconductor Ltd. (Tower) in a cash for stock transaction expected to close in twelve months from the date of the agreement. Tower is a leading foundry for analog semiconductor solutions. The acquisition is expected to advance Intel's IDM 2.0 strategy by accelerating our global end-to-end foundry business. Tower will be included in our IFS operating segment. Upon completion of the acquisition, each issued and outstanding ordinary share of Tower will be converted into the right to receive $53.00 per share in cash, representing a total enterprise value of approximately $5.4 billion as of the agreement date. This transaction is subject to certain regulatory approvals and customary closing conditions. If the agreement is terminated under certain circumstances involving the failure to obtain required regulatory approvals, we will be obligated to pay Tower a termination fee of $353 million.

Divestitures

NAND Memory Business

In October 2020, we signed an agreement with SK hynix Inc. (SK hynix) to divest our NAND memory business for $9.0 billion in cash. The NAND memory business includes our NAND memory fabrication facility in Dalian, China and certain related equipment and tangible assets (the Fab Assets), our NAND SSD business (the NAND SSD Business), and our NAND memory technology and manufacturing business (the NAND OpCo Business). The transaction will be completed in two closings.


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The first closing was completed on December 29, 2021. At first closing, SK hynix paid $7.0 billion of consideration, with the remaining $2.0 billion to be received by the second closing of the transaction, expected to be no earlier than March 2025. In connection with the first closing, we recognized a pre-tax gain of $1.1 billion within interest and other, net, and tax expense of $545 million. Based on our ongoing obligation under the NAND wafer manufacturing and sale agreement, $583 million of the first closing consideration was deferred and will be recognized between the first and second closing within interest and other, net.

At the first closing, we sold to SK hynix the Fab Assets and the NAND SSD Business and transferred certain employees, IP, and other assets related to the NAND OpCo Business to separately created wholly owned subsidiaries of Intel. The equity interest of the NAND OpCo Business will transfer to SK hynix at the second closing. In connection with the first closing, we and certain affiliates of SK hynix also entered into a NAND wafer manufacturing and sale agreement, pursuant to which we will manufacture and sell to SK hynix NAND memory wafers to be manufactured using the Fab Assets in Dalian, China until the second closing. We have concluded based on the terms of the transaction agreements that the subsidiaries are variable interest entities for which we are not the primary beneficiary, because the governance structure of these entities does not allow us to direct the activities that would most significantly impact their economic performance. In line with this conclusion, we fully deconsolidated our ongoing interests in the NAND OpCo Business, and recorded receivables for the remaining proceeds of $1.9 billion, a portion of which is short-term and will be paid related to the transfer of inventory for processing under the NAND wafer manufacturing and sale agreement.

The carrying amounts of the major classes of NAND assets as of the first closing date included the following:


(In Millions)	Dec 29, 2021
Inventories	$	941
Property, plant and equipment, net	6,018
Total sold	$	6,959

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.

Our transactions with the NAND OpCo Business between the first and second closings are considered related party transactions due to our equity interests and the wafer manufacturing and sales agreement. Related party transactions include certain assets that transferred at first closing between Intel and the NAND OpCo Business, or costs that we incurred on behalf of the NAND OpCo Business, for which we are entitled to be reimbursed. As of April 2, 2022, we have a receivable due to Intel of $787 million recorded within Other current assets on our Consolidated Condensed Balance Sheets. We will be reimbursed for costs of approximately $35 million per quarter for 2022 for corporate function services, which include human resources, information technology, finance, supply chain, and other compliance requirements associated with being wholly owned subsidiaries.


Note 8 :			Borrowings

In March 2022, we amended our $5.0 billion variable-rate revolving credit facility agreement, extending the maturity date by one year to March 2027 and transitioning the interest terms from LIBOR to term SOFR. The revolving credit facility had no borrowings outstanding as of April 2, 2022.

We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program.

Our senior floating rate note pays interest quarterly and 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 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.


			Financial Statements			Notes to Financial Statements			13

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Note 9 :			Fair Value

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


	Apr 2, 2022								Dec 25, 2021
	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	$	—	$	1,671	$	—	$	1,671	$	—	$	65	$	—	$	65
Financial institution instruments¹	745		1,436		—		2,181		1,216		763		—		1,979
Government debt²	200		—		—		200		—		—		—		—
Reverse repurchase agreements	—		1,695		—		1,695		—		1,595		—		1,595
Short-term investments:
Corporate debt	—		7,878		—		7,878		—		6,367		—		6,367
Financial institution instruments¹	114		7,003		—		7,117		154		5,162		—		5,316
Government debt²	648		16,838		—		17,486		50		12,693		—		12,743
Other current assets:
Derivative assets	88		892		—		980		80		576		—		656
Loans receivable³	—		—		—		—		—		152		—		152
Marketable equity securities4	1,694		70		—		1,764		1,854		317		—		2,171
Other long-term assets:
Derivative assets	—		194		—		194		—		772		7		779
Loans receivable³	—		73		—		73		—		57		—		57
Total assets measured and recorded at fair value	$	3,489	$	37,750	$	—	$	41,239	$	3,354	$	28,519	$	7	$	31,880
Liabilities
Other accrued liabilities:
Derivative liabilities	$	17	$	608	$	—	$	625	$	4	$	516	$	—	$	520

Other long-term liabilities:
Derivative liabilities	—		104		22		126		—		9		—		9
Total liabilities measured and recorded at fair value	$	17	$	712	$	22	$	751	$	4	$	525	$	—	$	529

1Level 1 investments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions.

2Level 1 investments consist primarily of U.S. Treasury securities. Level 2 investments consist primarily of U.S. agency notes and non-U.S. government debt.

3The fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance.

4 Level 2 investments consist of marketable equity securities subject to security-specific restrictions.

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 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, reverse repurchase agreements with original maturities greater than three months, and issued debt.


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We classify the fair value of grants receivable and reverse repurchase agreements with original maturities greater than three months as Level 2. The estimated fair value of these financial instruments approximates their carrying value. The aggregate carrying value of grants receivable as of April 2, 2022 was $335 million (the aggregate carrying value as of December 25, 2021 was $317 million). The aggregate carrying value of reverse repurchase agreements with original maturities greater than three months as of April 2, 2022 was $400 million (the aggregate carrying value as of December 25, 2021 was $0).

We classify the fair value of issued debt (excluding commercial paper, drafts payable, and finance leases) as Level 2. The fair value of our issued debt was $38.1 billion as of April 2, 2022 ($41.5 billion as of December 25, 2021).


Note 10 :			Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the first three months of 2022 were as follows:


(In Millions)	Unrealized Holding Gains (Losses) on Derivatives		Actuarial Valuation and Other Pension Expenses		Translation Adjustments and Other		Total
Balance as of December 25, 2021	$	211	$	(1,114)	$	23	$	(880)
Other comprehensive income (loss) before reclassifications	(115)		3		(32)		(144)
Amounts reclassified out of accumulated other comprehensive income (loss)	(15)		11		—		(4)
Tax effects	15		4		7		26
Other comprehensive income (loss)	(115)		18		(25)		(122)
Balance as of April 2, 2022	$	96	$	(1,096)	$	(2)	$	(1,002)

We estimate that we will reclassify approximately $73 million (before taxes) of net derivative losses included in accumulated other comprehensive income (loss) into earnings within the next 12 months.


Note 11 :			Derivative Financial Instruments

Volume of Derivative Activity

Total gross notional amounts for outstanding derivatives at the end of each period were as follows:


(In Millions)	Apr 2, 2022		Dec 25, 2021
Foreign currency contracts	$	43,494	$	38,024
Interest rate contracts	15,785		15,209
Other	2,317		2,517
Total	$	61,596	$	55,750


			Financial Statements			Notes to Financial Statements			15

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Fair Value of Derivative Instruments

Apr 2, 2022

Dec 25, 2021

(In Millions)

Assets1

Liabilities2

Assets1

Liabilities2

Derivatives designated as hedging instruments:

Foreign currency contracts3

218