Divestitures |
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| Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Divestitures |
Altera Divestiture
On April 14, 2025, we signed a transaction agreement with SLP VII Gryphon Aggregator, L.P., an affiliate of Silver Lake Partners (SLP), to sell 51% of all issued and outstanding common stock of Altera, our wholly owned subsidiary as of that date. On September 12, 2025, we completed the divestiture of 51% of Altera for net purchase consideration of $4.3 billion, consisting of: $4.3 billion in cash proceeds received at the closing, subject to working capital adjustments and other adjustments under the terms of the transaction agreement, separation agreement, and certain ancillary agreements attached to the transaction; $500 million in deferred cash proceeds also received within the third quarter of 2025; $500 million in deferred cash proceeds payable to us no later than December 31, 2027; an offset of $400 million for cash transferred to Altera with the sale; an offset of approximately $469 million in separation and employee-related costs we have agreed to fund to SLP; and an offset for other direct and incremental costs incurred in connection with the sale.
At September 27, 2025, we recognized a receivable of $457 million within other long-term assets for the present value of deferred consideration, which is not subject to any contingencies, and recognized $322 million and $132 million within other accrued liabilities and other long-term liabilities, respectively, for amounts payable to SLP for separation and employee-related costs that have not yet been paid and that relate to the transaction. We are in the process of finalizing the working capital adjustments and other customary closing adjustments with SLP which may result in adjustments to the final net cash proceeds received related to, and our gain on sale for, the transaction.
Upon closing the transaction, we retained a 49% minority investment in Altera, which is accounted for under the equity method of accounting. We established the fair value of our non-marketable equity investment in reference to Altera's equity value per the terms of the transaction agreement as the transaction negotiated with SLP represented an orderly transaction between market participants. The $3.2 billion value of our non-marketable equity investment in Altera is classified within equity investments in the Consolidated Condensed Balance Sheet at September 27, 2025 and recognized as a non-cash investing activity in the first nine months of 2025. We classify non-marketable equity investments, including equity method investments, as a Level 3 measurement.
Based on the terms of the transaction agreement with SLP, we have concluded that Altera is a VIE for which we are not the primary beneficiary because the governance structure of the entity does not allow us to direct the activities that most significantly impact Altera's economic performance. In line with this conclusion, we deconsolidated Altera from our consolidated financial statements at the September 12, 2025 transaction close date.
The carrying amounts of the major classes of Altera's net assets that we sold as of the September 12, 2025 transaction close date included the following:
Our sale of a 51% controlling stake in Altera, which is partially offset by the cash sold with Altera, separation and employee-related costs we agreed to fund to SLP, as well as direct and incremental costs we incurred to sell the business, resulted in a pre-tax gain of $5.5 billion recognized within interest and other, net. Our pre-tax gain was calculated as follows:
1 Certain aspects of the net purchase consideration have yet to result in cash inflows and outflows and therefore reflect non-cash investing and financing activities within our Consolidated Condensed Statements of Cash Flows for the three and nine months ended September 27, 2025.
Approximately $2.1 billion of the gain resulted from the remeasurement of our non-marketable equity investment in Altera to its fair value at the transaction close date. Cash proceeds received within the third quarter of 2025 of $4.3 billion, net of the cash sold and the costs incurred to sell the business, are presented in net cash provided by (used for) investing activities, in the Consolidated Condensed Statements of Cash Flows for the nine months ended September 27, 2025.
NAND Memory Business
We sold our NAND memory technology and manufacturing business to SK hynix Inc. (SK hynix) which we deconsolidated upon closing the first phase of the transaction on December 29, 2021. On March 27, 2025, we closed the second phase of the transaction, collected the outstanding receivable, and recorded proceeds of $1.9 billion within cash and cash equivalents, net of certain adjustments.
In connection with the second closing, we entered into a final release and settlement agreement with SK hynix primarily related to certain penalties associated with the manufacturing and sale agreement between us and SK hynix, recognizing a net charge of $94 million within interest and other, net for the amount paid to SK hynix during the first quarter of 2025. In addition, in the third quarter of 2025, we recognized an incremental charge of $97 million within interest and other, net as a result of a contingency for which we have indemnified SK hynix.
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