intc-20221001

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	October 1, 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 October 1, 2022, the registrant had outstanding 4,127 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	33
	Liquidity and Capital Resources	38


	Non-GAAP Financial Measures	40

Other Key Information
	Quantitative and Qualitative Disclosures about Market Risk	43
	Risk Factors	43
	Controls and Procedures	43

	Issuer Purchases of Equity Securities	43
	Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934	44
	Exhibits	45
	Form 10-Q Cross-Reference Index	46

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 "accelerate," "adjust," "allow," "anticipate," "believe," "committed," "continue," "could," "deliver," "estimate," "expect," "focus," "goals," "grow," "guidance," "improve," "increase," "intend," "likely," "manage," "may," "might," "on track," "opportunity," "plans," "position," "potentially," "roadmap," "seeks," "should," "targets," "to be," "will," "would," 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 SCIP, our partnership with Brookfield, the transition to an internal foundry model, and 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 port shutdowns in China; future economic conditions, including regional or global downturns or recessions; 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 acquisition of Tower Semiconductor Ltd., the sale of our NAND memory business, the initial public offering of Mobileye, the wind-down of our Intel® Optane™ memory business, and the close of our transactions with Brookfield; expected completion and impacts of restructuring activities and cost-saving or efficiency initiatives, including related to the 2022 Restructuring Program; availability, uses, sufficiency, and cost of capital and of capital resources, including expected returns to stockholders such as dividends; 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; uncertain events or assumptions, including statements relating to total addressable market, 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, including expectations based on third-party information and projections that management believes to be reputable. Such statements 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, our 2021 Form 10-K, and our Form 10-Q for the quarter ended April 2, 2022, particularly in "Risk Factors" within Other Key Information, including changes in demand for our products, changes in product mix, the complexity of our manufacturing operations, competition, investments in R&D and our business, products, and technologies, vulnerability to product and manufacturing-related risks, the effects of the COVID-19 pandemic, supply chain risks, cybersecurity and privacy risks, investment and transaction risk, evolving regulatory and legal requirements, and the risks of our global operations, among others. 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. 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, Intel Core, and Intel Optane 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 $15.3 billion was down $3.9 billion year over year or 20%, as CCG revenue decreased 17%, DCAI revenue decreased 27%, and NEX revenue increased 14%. Q3 2022 results were impacted by an uncertain macroeconomic environment that continues to deteriorate, with slowing consumer demand, persistent inflation, and higher interest rates, that we believe impacts our target markets and creates a high level of uncertainty with our customers. CCG revenue was down on lower Notebook volume in the consumer and education market segments, though Notebook ASPs were higher due to a resulting change in product mix. DCAI Server volume decreased, led by enterprise customers, and due to customers tempering purchases to reduce existing inventories in a softening datacenter market. Server ASPs decreased due to a higher mix of revenue from hyperscale customers within a competitive environment. NEX revenue increased primarily due to increased demand for 5G products, higher Ethernet demand and ASPs, and accelerated demand for Edge products, partially offset by lower demand for Network Xeon.

Revenue

Gross Margin

Diluted EPS

Cash Flows

■ GAAP $B ■ Non-GAAP $B

■ GAAP ■ Non-GAAP

■ Operating Cash Flow $B

■ Adjusted Free Cash Flow $B

$15.3B

42.6%

45.9%

$0.25

$0.59

$7.7B

$(7.1)B

GAAP

non-GAAP1

GAAP

non-GAAP1

GAAP

non-GAAP1

Revenue down $3.9B or 20% from Q3 2021

Gross margin down 13.4 ppts from Q3 2021

Gross margin down 12.4 ppts from Q3 2021

Diluted EPS down $1.42 or 85% from Q3 2021

Diluted EPS down $0.86 or 59% from Q3 2021

Operating cash flow down $16.3B or 68% from YTD 2021

Adjusted free cash flow down $19.7B or 157% from YTD 2021

Lower revenue in CCG and DCAI; higher revenue in NEX; lack of NAND revenue compared to Q3 2021.

Lower gross margin from lower revenue, higher unit cost, higher inventory reserves, and higher period charges from ramp of Intel 4 and Intel 7.

Lower EPS from lower gross margin, higher operating expenses from additional investment in R&D and higher losses on equity investments, partially offset by a tax benefit on the operating loss.

Lower operating cash flow driven by lower income after adjusting for non-cash items, including the gain on the sale of McAfee and the pre-tax gain from the divestiture of our NAND business; also affected by unfavorable working capital changes.

Key Developments

▪We began high-volume manufacturing of Sapphire Rapids, Raptor Lake, and Ponte Vecchio and expect to begin shipping to customers in Q4 2022.

▪We introduced the Intel® Data Center GPU Flex Series for the intelligent visual cloud, which provides a GPU solution built to flexibly handle a wide range of workloads and helps lower and optimize the total cost of ownership for diverse cloud workloads. We also announced the 12th Gen Intel® Core™ SoC processors for IoT Edge, a new lineup of purpose-built edge products optimized for IoT applications, and we revealed the 13th Gen Intel® Core™ processor family with six new unlocked desktop processors with up to 24 cores and 32 threads and clock speeds up to 5.8 GHz for leading gaming, streaming and recording experiences.

▪We announced the Semiconductor Co-Investment Program (SCIP), a program which introduces a new funding model to the capital-intensive semiconductor industry. As part of this program, we signed a definitive agreement with Brookfield Asset Management (Brookfield). SCIP is an element of our Smart Capital approach, which aims to provide innovative ways to fund growth and accelerate our IDM 2.0 strategy. This arrangement represents an equity partnership whereby we and Brookfield will own 51% and 49%, respectively, of what will be a newly-formed entity, Arizona Fab LLC (Arizona Fab), which we will fully consolidate into our consolidated financial statements. We expect Arizona Fab will spend up to $30.0 billion of investments in expanded manufacturing infrastructure at our Ocotillo campus in Chandler, Arizona where we will be the sole operator of the two new chip factories, which will support long-term demand for our products and provide capacity for IFS customers. The definitive agreement includes provisions that require us to utilize these two new chip factories at specified minimum levels or be subject to penalties.

▪We expect Mobileye to receive net proceeds of approximately $0.9 billion from completing their IPO and concurrent private placement in Q4 2022. At closing, we expect to own roughly 94% of their common stock and to continue to consolidate their results.

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				Nine Months Ended
(In Millions, Except Per Share Amounts; Unaudited)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Net revenue	$	15,338	$	19,192	$	49,012	$	58,496
Cost of sales	8,803		8,446		27,646		25,690
Gross margin	6,535		10,746		21,366		32,806
Research and development	4,302		3,803		13,064		11,141
Marketing, general and administrative	1,744		1,674		5,296		4,601
Restructuring and other charges	664		42		(460)		2,597
Operating expenses	6,710		5,519		17,900		18,339
Operating income (loss)	(175)		5,227		3,466		14,467
Gains (losses) on equity investments, net	(151)		1,707		4,082		2,370
Interest and other, net	138		(76)		1,016		(328)
Income (loss) before taxes	(188)		6,858		8,564		16,509
Provision for (benefit from) taxes	(1,207)		35		(114)		1,264
Net income	$	1,019	$	6,823	$	8,678	$	15,245
Earnings per share—basic	$	0.25	$	1.68	$	2.11	$	3.76
Earnings per share—diluted	$	0.25	$	1.67	$	2.10	$	3.73

Weighted average shares of common stock outstanding:
Basic	4,118		4,061		4,104		4,055
Diluted	4,125		4,086		4,123		4,089

See accompanying notes.


			Financial Statements			Consolidated Condensed Statements of Income			3

Table of Contents


Consolidated Condensed Statements of Comprehensive Income


	Three Months Ended				Nine Months Ended
(In Millions; Unaudited)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Net income	$	1,019	$	6,823	$	8,678	$	15,245
Changes in other comprehensive income, net of tax:


Net unrealized holding gains (losses) on derivatives	(436)		(46)		(1,178)		(390)
Actuarial valuation and other pension benefits (expenses), net	10		13		37		38
Translation adjustments and other	—		(19)		(30)		(44)
Other comprehensive income (loss)	(426)		(52)		(1,171)		(396)
Total comprehensive income	$	593	$	6,771	$	7,507	$	14,849

See accompanying notes.


			Financial Statements			Consolidated Condensed Statements of Comprehensive Income			4

Table of Contents


Consolidated Condensed Balance Sheets


(In Millions; Unaudited)	Oct 1, 2022		Dec 25, 2021

Assets
Current assets:
Cash and cash equivalents	$	4,529	$	4,827
Short-term investments	18,030		24,426

Accounts receivable	7,469		9,457
Inventories	12,831		10,776
Assets held for sale	56		6,942
Other current assets	6,348		2,130
Total current assets	49,263		58,558

Property, plant and equipment, net of accumulated depreciation of $91,417 ($85,294 as of December 25, 2021)	75,763		63,245
Equity investments	5,822		6,298

Goodwill	27,591		26,963
Identified intangible assets, net	6,268		7,270
Other long-term assets	10,134		6,072
Total assets	$	174,841	$	168,406

Liabilities and stockholders’ equity
Current liabilities:
Short-term debt	$	2,283	$	4,591
Accounts payable	7,133		5,747
Accrued compensation and benefits	3,421		4,535


Other accrued liabilities	14,976		12,589
Total current liabilities	27,813		27,462

Debt	37,240		33,510

Income taxes payable	3,782		4,305
Deferred income taxes	361		2,667
Other long-term liabilities	5,760		5,071
Commitments and Contingencies (Note 12)

Stockholders’ equity:

Common stock and capital in excess of par value, 4,127 issued and outstanding (4,070 issued and outstanding as of December 25, 2021)	30,912		28,006
Accumulated other comprehensive income (loss)	(2,051)		(880)
Retained earnings	71,024		68,265
Total stockholders’ equity	99,885		95,391
Total liabilities and stockholders’ equity	$	174,841	$	168,406

See accompanying notes.


			Financial Statements			Consolidated Condensed Balance Sheets			5

Table of Contents


Consolidated Condensed Statements of Cash Flows


	Nine Months Ended
(In Millions; Unaudited)	Oct 1, 2022		Sep 25, 2021

Cash and cash equivalents, beginning of period	$	4,827	$	5,865
Cash flows provided by (used for) operating activities:
Net income	8,678		15,245
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	8,309		7,357
Share-based compensation	2,392		1,587

Restructuring and other charges	665		2,597
Amortization of intangibles	1,439		1,361
(Gains) losses on equity investments, net	(4,075)		(1,113)
(Gains) losses on divestitures	(1,072)		—


Changes in assets and liabilities:
Accounts receivable	1,991		(1,618)
Inventories	(2,043)		(1,212)
Accounts payable	(485)		1,095
Accrued compensation and benefits	(1,912)		(16)
Prepaid customer supply agreements	(18)		(1,577)
Income taxes	(4,062)		(570)
Other assets and liabilities	(2,077)		917
Total adjustments	(948)		8,808
Net cash provided by operating activities	7,730		24,053
Cash flows provided by (used for) investing activities:
Additions to property, plant and equipment	(19,145)		(11,579)
Additions to held for sale NAND property, plant and equipment	(206)		(1,118)


Purchases of short-term investments	(31,669)		(30,326)
Maturities and sales of short-term investments	35,129		22,270



Sales of equity investments	4,880		444



Proceeds from divestitures	6,579		—
Other investing	(2,614)		766
Net cash used for investing activities	(7,046)		(19,543)
Cash flows provided by (used for) financing activities:



Payments on finance leases	(341)		—
Issuance of long-term debt, net of issuance costs	6,103		4,974
Repayment of debt	(3,088)		(500)
Proceeds from sales of common stock through employee equity incentive plans	972		1,016
Repurchase of common stock	—		(2,415)


Payment of dividends to stockholders	(4,488)		(4,231)



Other financing	(140)		(1,349)
Net cash used for financing activities	(982)		(2,505)

Net increase (decrease) in cash and cash equivalents	(298)		2,005
Cash and cash equivalents, end of period	$	4,529	$	7,870

Supplemental disclosures:
Acquisition of property, plant, and equipment included in accounts payable and accrued liabilities	$	3,386	$	2,693


Cash paid during the period for:
Interest, net of capitalized interest	$	315	$	271
Income taxes, net of refunds	$	3,960	$	1,831

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 July 02, 2022	4,106	$	29,858	$	(1,625)	$	72,985	$	101,218
Net income	—	—		—		1,019		1,019
Other comprehensive income (loss)	—	—		(426)		—		(426)
Employee equity incentive plans and other	24	399		—		—		399
Share-based compensation	—	793		—		—		793





Restricted stock unit withholdings	(3)	(138)		—		32		(106)
Cash dividends declared ($0.73 per share)	—	—		—		(3,012)		(3,012)
Balance as of October 01, 2022	4,127	$	30,912	$	(2,051)	$	71,024	$	99,885

Balance as of June 26, 2021	4,057	$	26,655	$	(1,095)	$	59,647	$	85,207


Net income	—	—		—		6,823		6,823
Other comprehensive income (loss)	—	—		(52)		—		(52)
Employee equity incentive plans and other	11	427		—		—		427
Share-based compensation	—	543		—		—		543





Restricted stock unit withholdings	(1)	(33)		—		(4)		(37)
Cash dividends declared ($0.70 per share)	—	—		—		(2,824)		(2,824)

Balance as of September 25, 2021	4,067	$	27,592	$	(1,147)	$	63,642	$	90,087

Nine Months Ended

Balance as of December 25, 2021	4,070	$	28,006	$	(880)	$	68,265	$	95,391
Net income	—	—		—		8,678		8,678
Other comprehensive income (loss)	—	—		(1,171)		—		(1,171)
Employee equity incentive plans and other	66	1,000		—		—		1,000
Share-based compensation	—	2,392		—		—		2,392



Repurchase of common stock	—	—		—		—		—

Restricted stock unit withholdings	(9)	(486)		—		79		(407)
Cash dividends declared ($1.46 per share)	—	—		—		(5,998)		(5,998)
Balance as of October 01, 2022	4,127	$	30,912	$	(2,051)	$	71,024	$	99,885

Balance as of December 26, 2020	4,062	$	25,556	$	(751)	$	56,268	$	81,073
Net income	—	—		—		15,245		15,245
Other comprehensive income (loss)	—	—		(396)		—		(396)
Employee equity incentive plans and other	52	1,015		—		—		1,015
Share-based compensation	—	1,587		—		—		1,587


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

Restricted stock unit withholdings	(7)	(317)		—		(60)		(377)
Cash dividends declared ($1.39 per share)	—	—		—		(5,645)		(5,645)
Balance as of September 25, 2021	4,067	$	27,592	$	(1,147)	$	63,642	$	90,087

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 and as updated by our Form 10-Q for the quarter ended April 2, 2022.

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 on our critical accounting estimates, policies, and the methods and assumptions used in our estimates.


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 the first quarter of 2022 to align to the previously-announced business reorganization. All prior-period segment data has been retrospectively adjusted to reflect the way our CODM internally receives information, and manages and monitors our 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, impairment charges, 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 our operating segments. Although the CODM uses operating income (loss) 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				Nine Months Ended
(In Millions)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Operating segment revenue:
Client Computing
Desktop	$	3,222	$	3,119	$	8,152	$	8,682
Notebook	4,410		5,944		15,119		19,634
Other	492		725		1,812		2,448
	8,124		9,788		25,083		30,764

Datacenter and AI	4,209		5,778		14,892		16,265
Network and Edge	2,266		1,986		6,812		5,890
Accelerated Computing Systems and Graphics	185		171		590		529
Mobileye	450		326		1,304		1,030
Intel Foundry Services	171		174		576		541
All other	67		1,133		166		3,986
Total operating segment revenue	$	15,472	$	19,356	$	49,423	$	59,005

Operating income (loss):
Client Computing	$	1,655	$	3,592	$	5,567	$	11,909
Datacenter and AI	17		2,293		1,917		6,089
Network and Edge	75		511		682		1,359
Accelerated Computing Systems and Graphics	(378)		(222)		(1,275)		(566)
Mobileye	142		127		480		431
Intel Foundry Services	(103)		(44)		(289)		(26)
All other	(1,583)		(1,030)		(3,616)		(4,729)
Total operating income (loss)	$	(175)	$	5,227	$	3,466	$	14,467

The following table presents intersegment revenue before eliminations:


Total operating segment revenue	$	15,472	$	19,356	$	49,423	$	59,005

Less: Accelerated Computing Systems and Graphics intersegment revenue	(134)		(164)		(411)		(509)
Total net revenue	$	15,338	$	19,192	$	49,012	$	58,496

In the first nine months of 2022, we initiated the wind-down of our Intel Optane memory business, which is part of our DCAI operating segment. While Intel Optane is a leading technology, it was not aligned to our strategic priorities. Separately, we continue to embrace the CXL standard. As a result, we recognized an inventory impairment of $559 million in Cost of sales on the Consolidated Condensed Statements of Income in the first nine months of 2022. The impairment charge is recognized as a Corporate charge in the "all other" category presented above. As we wind down the Intel Optane business, we expect to continue to meet existing customer commitments.


			Financial Statements			Notes to Financial Statements			9

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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				Nine Months Ended
(In Millions, Except Per Share Amounts)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Net income available to common stockholders	$	1,019	$	6,823	$	8,678	$	15,245
Weighted average shares of common stock outstanding—basic	4,118		4,061		4,104		4,055
Dilutive effect of employee equity incentive plans	7		25		19		34

Weighted average shares of common stock outstanding—diluted	4,125		4,086		4,123		4,089
Earnings per share—basic	$	0.25	$	1.68	$	2.11	$	3.76
Earnings per share—diluted	$	0.25	$	1.67	$	2.10	$	3.73

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)	Oct 1, 2022		Dec 25, 2021
Raw materials	$	1,635	$	1,441
Work in process	7,030		6,656
Finished goods	4,166		2,679
Total inventories	$	12,831	$	10,776

Interest and Other, Net


	Three Months Ended				Nine Months Ended
(In Millions)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Interest income	$	170	$	37	$	315	$	111
Interest expense	(114)		(144)		(347)		(463)
Other, net	82		31		1,048		24
Total interest and other, net	$	138	$	(76)	$	1,016	$	(328)

Interest expense is net of $220 million of interest capitalized in the third quarter of 2022 and $516 million in the first nine months of 2022 ($95 million in the third quarter of 2021 and $288 million in the first nine months of 2021). Other, net in the first nine months of 2022 includes a gain of $1.0 billion resulting from the divestiture of our NAND memory business as more fully described in "Note 7: Acquisitions and Divestitures" within Notes to Consolidated Condensed Financial Statements.


			Financial Statements			Notes to Financial Statements			10

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Note 5 :			Restructuring and Other Charges


	Three Months Ended				Nine Months Ended
(In Millions)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Employee severance and benefit arrangements	$	607	$	21	$	650	$	43

Litigation charges and other	4		16		(1,199)		2,267
Asset impairment charges	53		5		89		287
Total restructuring and other charges	$	664	$	42	$	(460)	$	2,597

In the third quarter of 2022, the 2022 Restructuring Program was approved to rebalance our workforce and operations to create efficiencies and improve our product execution in alignment with our IDM 2.0 strategy. Restructuring charges are recorded as Corporate charges in the "all other" category presented in Note 2: Operating Segments within Notes to Consolidated Condensed Financial Statements and are primarily comprised of employee severance and benefits arrangements. As of October 1, 2022 we recorded $537 million as a current liability within Accrued compensation and benefits on the Consolidated Condensed Balance Sheets. We expect these actions to be substantially completed by the end of the first half of 2023, but they are subject to change. Any changes to the estimates or timing of executing the 2022 Restructuring Program will be reflected in our future results of operations.

Litigation charges and other includes a $1.2 billion benefit in the first nine months 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 nine months of 2021 related to the VLSI litigation. These were recorded as a Corporate benefit and charge in the "all other" category presented in "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements. Refer to "Note 12: Commitments and Contingencies" within Notes to Consolidated Condensed Financial Statements for further information on legal proceedings related to the EC fine and the VLSI litigation.

Asset impairment charges includes $237 million of goodwill and other impairments related to the shutdown in the first nine months of 2021 of two of our non-strategic businesses, the results of which are included in the “all other” category presented in “Note 2: Operating Segments” within Notes to Consolidated Condensed Financial Statements.


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 October 1, 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 $16.6 billion as of October 1, 2022 and $21.5 billion as of December 25, 2021. For hedged investments still held at the reporting date, we recorded net losses of $861 million in the third quarter of 2022 and net losses of $1.8 billion in the first nine months of 2022 ($144 million of net losses in the third quarter of 2021 and $329 million of net losses in the first nine months of 2021). We recorded net gains on the related derivatives of $916 million in the third quarter of 2022 and net gains of $1.8 billion in the first nine months of 2022 ($156 million of net gains in the third quarter of 2021 and $346 million of net gains in the first nine 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 $3.6 billion as of October 1, 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 October 1, 2022, was as follows:


(In Millions)	Fair Value
Due in 1 year or less	$	11,457
Due in 1–2 years	2,208
Due in 2–5 years	4,962
Due after 5 years	720
Instruments not due at a single maturity date	861
Total	$	20,208


			Financial Statements			Notes to Financial Statements			11

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Equity Investments


(In Millions)	Oct 1, 2022		Dec 25, 2021
Marketable equity securities	$	1,185	$	2,171
Non-marketable equity securities	4,626		4,111
Equity method investments	11		16
Total	$	5,822	$	6,298

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


	Three Months Ended				Nine Months Ended
(In Millions)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Ongoing mark-to-market adjustments on marketable equity securities	$	(244)	$	(192)	$	(883)	$	(345)
Observable price adjustments on non-marketable equity securities	67		79		273		702
Impairment charges	(45)		(38)		(112)		(111)
Sale of equity investments and other¹	71		1,858		4,804		2,124
Total gains (losses) on equity investments, net	$	(151)	$	1,707	$	4,082	$	2,370

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				Nine Months Ended
(In Millions)	Oct 1, 2022		Sep 25, 2021		Oct 1, 2022		Sep 25, 2021
Net gains (losses) recognized during the period on equity securities	$	(154)	$	346	$	(490)	$	883
Less: Net (gains) losses recognized during the period on equity securities sold during the period	1		(46)		15		(189)
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	(153)	$	300	$	(475)	$	694

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 our investment in McAfee as an equity method investment. We had no accounting carrying value as of December 25, 2021.

In the first nine months of 2022, the sale of McAfee to an investor group was completed and we received $4.6 billion in cash for the sale of our remaining share of McAfee, recognizing a $4.6 billion gain 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 nine months of 2021, we recognized $471 million of observable price adjustments for our investment in Unisoc. As of October 1, 2022 the carrying value of the investment was $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 within twelve months from the date of the agreement. Tower is a