Intel (INTC) 10-K risk factor changes: FY2020 vs FY2019

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| | | | Liquidity | | | Pages [4](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_34)\-[5](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_37), [42](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_205)\-[44](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_211), [48](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_223)\-[49](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_226) | | |

| | | | Capital resources | | | Pages [42](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_205)\-[44](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_211) | | |

| | Results of operations | Pages [4](#s8ead38ed6a3e4873bb38c12fbc69533b)\-[5](#s3f38677b8e5648eeb640b16a41218ef7), [18](#s7F29C2BEEC2052CA864921421B23AB36)\-[39](#sE598AF9792A6526390E69515AAEDC580), [45](#s95E35DDF25D7522391A712165F920828)\-[46](#s95804035c46e40998b48ac13dc074263) |

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| | | | Description of business | | | Pages [2](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_28)\-[36](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_175), [51](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_235)\-[52](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_241), [68](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_268), [84](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_379)\-[86](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_391) | | |

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| | Narrative description of business | Pages [3](#sA8FA9EC0B71E5810B6989A266820485E)\-[17](#s05f8c82e82344b56ac95d57ffd3d3f47), [18](#s7F29C2BEEC2052CA864921421B23AB36)\-[34](#sB341BF677595519BA1AB456288E56845), [48](#s383ABEB367D25C0E9DDE4233F523CF74)\-[49](#sA8D10485AA70510891F9215D18AE3B66), [63](#s3C48D385ABC15C03922C625A024E98D9), [81](#sA80E8856BA555B5485BFF78CB558C074)\-[83](#s3051E6E9D2055C99BAFB849C1B18A76C) |

[removed: FORM 10-K][added: FORM 10-K]

| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

| | [added: | |] For the fiscal year ended December [removed: 28, 2019.] [added: 26, 2020.] | [added: | |]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

| | [added: | |] For the transition period from to . | [added: | |]

Commission File [removed: Number 000-06217][added: Number 000-06217]

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| [removed: |] Delaware | | | [added: | | | | | | | | |] 94-1672743 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | | | [added: | | | | | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| 2200 Mission College Boulevard, | [added: | |] Santa Clara, | [added: | |] California | | [added: | | | |] 95054-1549 | [added: | |]

| (Address of principal executive offices) | | | | [added: | | | | | | | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code [removed: (408) 765-8080][added: (408) 765-8080]

| Title of each class | | [added: | | | |] Trading symbol | | [added: | | | |] Name of each exchange on which registered | [added: | |]

| Common stock, $0.001 par value | | [added: | | | |] INTC | | [added: | | | |] Nasdaq Global Select Market | [added: | |]

| Large Accelerated Filer | [added: | | | | |] Accelerated Filer | [added: | | | | |] Non-Accelerated Filer | [added: | | | | |] Smaller Reporting Company | [added: | |] Emerging Growth Company | [added: | |]

Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June [removed: 28, 2019,] [added: 26, 2020,] based upon the closing price of the common stock as reported by the Nasdaq Global Select Market on such date, was [removed: $212.0] [added: $244.5] billion.

[removed: 4,277] [added: 4,063] million shares of common stock were outstanding as of January [removed: 17, 2020.][added: 15, 2021.]

Portions of the registrant’s proxy statement related to its [removed: 2020] [added: 2021] Annual [removed: Stockholders’] [added: Stockholders'] Meeting to be filed subsequently are incorporated by reference into Part III of this [removed: Annual Report on] Form 10-K.

[removed: TABLE OF CONTENTS][added: Table of Contents]

[removed: ORGANIZATION OF OUR ANNUAL REPORT ON FORM 10-K][added: Organization of Our Form 10-K]

Our format is designed to improve readability and better [removed: presents] [added: present] how we organize and manage our business.

We have defined certain terms and abbreviations used throughout our Form 10-K in "Key Terms" within [removed: the Financial Statements and Supplemental Details.][added: this section.]

[removed: We have included] [added: Our Form 10-K includes] key metrics that we use to measure our business, some of which are non-GAAP measures.

[removed: See these] [added: *1* *See] "Non-GAAP Financial Measures" within [removed: MD&A.][added: MD&A.*]

| [removed: FUNDAMENTALS OF OUR BUSINESS] [added: Fundamentals of Our Business] | | [removed: PAGE] | [added: | | | Page | | |]

| Introduction to Our Business | | [removed: [3](#sA8FA9EC0B71E5810B6989A266820485E)] | [added: | | | [2](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_28) | | |]

| A Year in Review | | [removed: [4](#s8ead38ed6a3e4873bb38c12fbc69533b)] | [added: | | |]

| Our Strategy | | [removed: [6](#sDF9A0B7B1B2C5E4A9A4412EB76159744)] | [added: | | |]

| Our Capital | | [removed: [8](#s793811F22CC85ACB88F80766980DE33A)] | [added: | | |]

| [removed: MANAGEMENT'S DISCUSSION AND ANALYSIS] [added: Management's Discussion and Analysis] | | | [added: | | | | | |]

| How We Organize Our Business | | [removed: [16](#s82a0b0ea0fe74a59a18be7f044c47299)] | [added: | | | [18](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_94) | | |]

[removed: |] Our Products [removed: | | [17](#s05f8c82e82344b56ac95d57ffd3d3f47) |]

| Segment Trends and Results | | [removed: [18](#s7F29C2BEEC2052CA864921421B23AB36)] | [added: | | | [20](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_109) | | |]

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| [removed: OTHER KEY INFORMATION] [added: Other Key Information] | | | [added: | | | | | |]

[removed: |] Selected Financial Data [removed: | | [47](#s1C202F431A2552089F790B9A39CDE23B) |]

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| ☑ | | | | | | ☐ | | | | | | ☐ | | | | | | ☐ | | | ☐ | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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.

| Properties | | | | | | [65](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_253) | | |

| Exhibits | | | | | | [114](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_490) | | |

[Table of Contents](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_22)

| We achieved record revenue of $77.9 billion, with 49% from our data-centric businesses, amid the effects of the COVID-19 pandemic. The dynamic of work and learn from home resulted in strong demand for notebook PCs, while demand for desktop PCs weakened. Demand in the DCG cloud service providers market segment grew, while enterprise and government declined on macroeconomic weakness. We shipped a higher volume of 10nm products than we had anticipated at the beginning of the year. The increased mix of 10nm, combined with a higher portion of revenue from lower margin adjacent businesses, offset higher platform revenue and drove a decline in gross margin of 3 percentage points. We invested $13.6 billion in R&D, reduced our spending to 25.3% of revenue, and signed an agreement to divest our NAND memory business. We made capital investments of $14.3 billion, and generated $35.4 billion cash from operations and $21.1 billion of free cash flow. We also returned $19.8 billion to stockholders, including $5.6 billion in dividends and $14.2 billion in buybacks. | | | | | | | | |  | | |

| | | | | | | "We achieved record revenue for the fifth consecutive year and maintained a strong balance sheet and liquidity position. Our results amid the challenges of a global pandemic and an uncertain economy reflect the importance of our technology and the resilience of our employees around the world." —George Davis, Chief Financial Officer | | | | | |

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| $77.9B | | | | | | | | | $23.7B | | | | | | $25.3B | | | | | | $4.94 | | | | | | $5.30 | | | | | | $35.4B | | | | | | $21.1B | | |

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| Strong demand in notebook PCs and DCG cloud and communications market segments, and NAND pricing recovery, partially offset by weakened demand in desktop PCs and lower platform2 ASPs | | | | | | | | | Higher gross margin dollars driven by higher platform unit sales, NAND pricing recovery, and improved NAND unit cost, partially offset by higher platform unit cost with increased 10nm product mix, and lower platform ASPs | | | | | | | | | | | | Higher gross margin dollars, lower shares outstanding, and equity investment gains, partially offset by higher effective tax rate | | | | | | | | | | | | Working capital changes driven by accounts receivable, inventory and income taxes offset by other assets and liabilities; free cash flow up due to higher operating cash flow and lower capital spending | | | | | | | | |

*3* *2019-2021 goals were announced during the May 2019 Investor Meeting.*

[Table of Contents](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_22)

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| The COVID-19 pandemic has changed the lives of our employees, our customers, and our community. We are proud of how our team has responded, showing resilience, innovating in real time, and demonstrating the tremendous value of our worldwide manufacturing network to customers and partners around the world. Additionally, we launched our Pandemic Response Technology Initiative, which supports essential workers, hard-hit businesses, and students of all ages with Intel-funded projects led by employees along with our global customers and partners. We have learned vital lessons about the critical role technology can play, and has played, in so many areas during the pandemic—from healthcare and telehealth, to remote learning, to innovative technology solutions to help businesses safely reopen. Most importantly, as a company, we have learned to operate with more empathy, agility, and velocity. We look at our products not for what we know they can do, but for what they might be able to do in a changed world. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Data-centric portfolio for 5G network infrastructure | | | | | | | | | | | | | | | 11th Gen Intel® Core™ processors | | | | | | | | | | | |

| We introduced a broad, data-centric portfolio for 5G network infrastructure, including the Intel® Atom® P5900, our first Intel® architecture-based 10nm SoC for wireless base stations; a next-generation structured ASIC for 5G network acceleration; new 2nd Gen Intel® Xeon® Scalable processors; and the Intel® Ethernet 700 Series Network Adapter with hardware-enhanced Precision Time Protocol, the first 5G network-optimized Ethernet NIC. | | | | | | | | | | | | | | | We launched our new processor family for laptops, 11th Gen Intel Core processors with Intel® Iris® Xe graphics leveraging our new 10nm SuperFin process technology. The 11th Gen Intel Core processors optimize power efficiency with leading performance and responsiveness while running at significantly higher frequencies versus prior generations. | | | | | | | | | | | |

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| Ice Lake server processors | | | | | | | | | | | | | | | | | | | | | | | | | | |

| We are now shipping the 10nm-based 3rd Gen Intel Xeon Scalable processors (previously referred to as Ice Lake), which include several architectural, process technology, and platform innovations for performance, security, and operational efficiency. | | | | | | | | | | | | | | | Intel® Evo™ platforms | | | | | | | | | | | |

| | | | We introduced the Intel Evo platform brand for designs based on 11th Gen Intel Core processors with Intel Iris Xe graphics. Devices with the Intel Evo platform brand are verified, measured, and tested against specification | | |  | | | | | | | | | | | | | | | | | | | | |

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| Moovit acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | |

| We acquired Moovit for $915 million to accelerate Mobileye's MaaS offering. Moovit is known for its urban mobility application and brings Mobileye closer to achieving our plan to become a complete mobility provider, including robotaxi services. | | | | | | | | |  | | | | | | | | | | | | | | | | | |

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| Competition | | [49](#s9CD99CEC02BC5803A80EAB9B02C52E69) |

| Exhibits | | [113](#s2EB4BB2ECA14576FA8F86D8E83E4AD18) |

| | INTRODUCTION TO OUR BUSINESS | | | |

| | Intel was founded in 1968 and our technology has been at the heart of computing breakthroughs ever since. More than 50 years later, we are a world leader in the design and manufacturing of essential technologies that power the cloud and an increasingly smart, connected world. Intel is transforming from a PC-centric company to a data-centric company, with workload-optimized solutions designed to help a broad set of customers process, move, and store ever-increasing amounts of data. This exponential growth of data is reshaping computing and expanding our opportunity. We are investing to lead data-driven technology inflections that position us to play a bigger role in the success of our customers. These include: the rise of AI, the transformation of networks, the intelligent edge1 emerging with the Internet of Things, and autonomous driving. Intel’s ambitions have never been greater: to create world-changing technology that enriches the lives of every person on earth. Our commitment to corporate responsibility and to creating an inclusive environment to support the talent of our amazing people supports our ambitions and makes us stronger. When every employee has a voice and a sense of belonging, Intel can be more innovative, agile, and competitive. | | | |

| |  | "We are at a key inflection point with the exponential growth of data creating massive demand for semiconductors. Cloud workloads are diversifying, networks are transforming, and more computing performance is moving to the edge. We have been on a multi-year journey to reposition the company’s portfolio to take advantage of this industry catalyst. Today, we have the product and technology leadership that uniquely positions us to capitalize on these trends, and we are investing in the IP required to help our customers win the inflections of the future." —Bob Swan, Chief Executive Officer | | |

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| | Our transformation to a data-centric company continued in 2019, and we experienced strong demand and reached critical product milestones. We achieved record revenue of $72.0 billion, 48% of which was from our data-centric businesses. We invested $13.4 billion in R&D while reducing our spending to 27% of revenue. Additionally, we made capital investments of $16.2 billion, generated $33.1 billion cash from operations and $16.9 billion of free cash flow, and returned $5.6 billion in dividends to stockholders. We continue to focus on improving supply and supporting our customers' growth. We increased our wafer capacity during 2019; however, we did not see a commensurate increase in client CPU unit volume as wafer capacity was largely consumed by increases in modem and chipset volumes, and unit die sizes. Our 10nm manufacturing process entered full production as we launched our first products from this advanced technology. We are accelerating the pace of process node introductions and moving back to a 2- to 2.5-year cadence. We are on track to deliver our first 7nm-based product, a discrete GPU, at the end of 2021. 5G continues to be a strategic priority, and our exit from the 5G smartphone modem business is enabling us to increase the focus of our 5G efforts on the opportunity to modernize network and edge infrastructure. |  |

| | "We achieved record revenue for the fourth consecutive year, exercised discipline to drive spending efficiencies, and returned capital to our stockholders. Our results reflect a relentless commitment to improve execution that benefits our customers and increases shareholder value." —George Davis, *Chief Financial Officer* | |

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| $72.0B | | | $22.0B | | $23.8B | | $4.71 | | $4.87 | | $33.1B | | $16.9B |

| High-performance product sales in the second half of 2019, partially offset by NAND pricing pressure and decrease in platform2 unit sales | | | Lower gross margin from decrease in NAND market pricing and lower platform unit sales, partially offset by platform ASP strength | | | | Lower shares outstanding and platform ASP strength, partially offset by a decrease in platform unit sales and lower NAND market pricing | | | | Working capital changes driven by tax and other assets and liabilities, partially offset by lower memory prepayments and inventory build | | |

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| Data-Centric Portfolio Launch | | | | 10nm-based 10th Generation Intel® CoreTM Shipping | |

| We introduced a portfolio of data-centric solutions consisting of 2nd generation Intel® Xeon® Scalable processors, Intel® Optane™ DC memory and storage solutions, and software and platform technologies optimized to help our customers extract more value from their data. Our latest data center solutions target a wide range of use cases within cloud computing, network infrastructure, and intelligent edge applications, and support high-growth workloads, including AI and 5G. | | | | | |

| | We started shipping our 10nm-based 10th generation Intel® CoreTM processors, previously referred to as Ice Lake. Our 10th generation Intel® CoreTM processor silicon will enable the first wave of PCs with instructions for AI, includes an all-new CPU Core architecture and Gen 11 graphics engine, and is the first client CPU to integrate Wi-Fi 6 and Thunderbolt™ 3 connectivity modules. | | | | |

| We began shipping engineering samples of Intel® Agilex™ FPGAs to customers. The 10nm-based FPGAs are used by our customers to develop advanced solutions for networking, 5G, and accelerated data analytics. The Intel® Agilex™ FPGA family leverages heterogeneous 3D SiP technology to deliver higher performance or higher power efficiency. | | | | | |

| | Project Athena Innovation Program | | | | |

| | Project Athena is a new multi-year innovation program to help the PC ecosystem create advanced laptops that meet ambitious key experience indicators in performance, responsiveness, battery life, form factor, and AI. The first laptops verified through the innovation program became |  | | | |

| We acquired Habana Labs Ltd., an Israel-based developer of programmable deep learning accelerators for the data center, for approximately $1.7 billion. Habana's AI processors provide data scientists and developers with accelerator hardware that improves processing performance and reduces power consumption. Habana's Gaudi* AI training processor is currently sampling with select hyperscale customers. Large-node training systems based on Gaudi* are expected to deliver up to four times increase in throughput versus systems built with the equivalent number of GPUs. The acquisition strengthens our AI portfolio and accelerates our efforts in the nascent, fast-growing AI silicon market. | | | | | |

| | available in 2019, identified by the visual marker "Engineered for Mobile Performance." | | | | |

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| We aim to be at the forefront of the constant technological change in our industry. We will evaluate new and existing big bets based on the following criteria: the "bet" is leading the edge of a technology inflection, it plays a significant role in our customers' success, and it offers a clear path to profitability and attractive returns. Currently, our big bets are memory, autonomous driving, and 5G. | | | | | | | |

| We exited 5G smartphone modem business to increase the focus of our 5G efforts on the broader opportunity to modernize network and edge infrastructure. | | | | | | | |

|  | | | | We continue to make progress in memory and autonomous driving. We launched Intel® Optane™ DC persistent memory for the data center and continue to take steps to improve NAND profitability. Mobileye's EyeQ*5, the vision central computer performing sensor fusion for fully autonomous driving, is operational in Mobileye's autonomous test vehicles. | | | |

| | "While process and CPU leadership remain fundamentally important, an extraordinary rate of innovation is required across a combination of foundational building blocks, including architecture, memory, interconnect, security, and software, to take full advantage of the opportunities created by the explosion of data." —Dr. Venkata (Murthy) M. Renduchintala, *Group President of the Technology, Systems Architecture and Client Group and Chief Engineering Officer* | | | | | | |

| Item 2. | | | Properties | | | Pages [12](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_4546), [65](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_253) | | |

| Item 3. | | | Legal Proceedings | | | Pages [106](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_475)\-[109](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_478) | | |

| Item 2. | Properties | Pages [11](#s22149B4BCA6E538BA9EC542E37D8B996), [61](#s6D25595F544A5265A3CEBC2B8151388D) |

| Item 3. | Legal Proceedings | Pages [107](#s0C822AC9281655CE96C807210975AFB1)\-[108](#sDFDF6F9B542A5BD4BADC3DE9E20283A0) |

| [removed: Part II] [added: Part II] | | | [added: | | | | | |]

| [removed: Item 5.] [added: Item 5.] | [removed: Market] [added: | | Market] for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities] [added: Securities] | [added: | |] Pages [removed: [9](#sBCBBFF569B3E54128E635EF88B14902F), [61](#sA633FA96FF0A5F86B1C63E9EE63A7AAD)\-[62](#sf346063a563f44b89e08b71f753e2583)] [added: [9](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_52), [66](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_256)\-[67](#i63d840d8a6434f9ea0b4b4bad0e8d3d6_262)] | [added: | |]

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[removed: | *(a)* | *As of* *December 28, 2019,] [added: *(a) As of December 26, 2020,] we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.* [removed: |]

[removed: | *(b)* | *Incorporated by reference to "Proposal 1: Election of Directors," "Corporate Governance," "Code of Conduct," and "Other Matters-Delinquent Section 16(a) Reports" in the* *2020 Proxy Statement.] The information under the heading "Information about Our Executive Officers" within Other Key Information is also incorporated by reference in this section.* [removed: |]

[removed: | *(c)* | *Incorporated] [added: *(c) Incorporated] by reference to "Director Compensation," "Compensation Discussion and Analysis," "Report of the Compensation Committee," and "Executive Compensation" in [removed: the* *2020] [added: the 2021] Proxy [removed: Statement.* |][added: Statement.*]

[removed: | *(d)* | *Incorporated] [added: *(d) Incorporated] by reference to "Security Ownership of Certain Beneficial Owners and Management" and [removed: “Equity] [added: "Equity] Compensation Plan [removed: Information”] [added: Information"] in [removed: the* *2020] [added: the 2021] Proxy [removed: Statement.* |][added: Statement.*]

[removed: | *(e)* | *Incorporated] [added: *(e) Incorporated] by reference to "Corporate Governance" and "Certain Relationships and Related Transactions" in [removed: the* *2020] [added: the 2021] Proxy [removed: Statement.* |][added: Statement.*]

[removed: | *(f)* | *Incorporated] [added: *(f) Incorporated] by reference to "Report of the Audit Committee" and "Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm" in [removed: the* *2020] [added: the 2021] Proxy [removed: Statement.* |][added: Statement.*]

| [removed:  SUPPLEMENTAL DETAILS] [added: ] | | [removed: 118] | [added: Supplemental Details | | | 119 | | |]

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| [removed: SIGNATURES] [added: Signatures] | [added: | | | | |]

| | [added: | |] INTEL CORPORATION Registrant | | | [added: | | | | | |]

| | [added: | |] By: | | [added: | | | |] /s/ ROBERT H. SWAN | [added: | |]

| | | | [added: | | | | | |] Robert H. Swan | [added: | |]

| | | | [added: | | | | | |] Chief Executive Officer, Director, and Principal Executive Officer | [added: | |]

| | [added: | |] /s/ ROBERT H. SWAN | | | [added: | | | | | |] /s/ GEORGE S. DAVIS | [added: | |]

| | [added: | |] Robert H. Swan | | | [added: | | | | | |] George S. Davis | [added: | |]

| | [added: | |] Chief Executive Officer, Director, and Principal Executive Officer | | | [added: | | | | | |] Executive Vice President, [added: Chief Financial Officer, and] | [added: | |]

| | [added: | |] January [removed: 23, 2020] [added: 21, 2021] | | | [removed: Chief Financial Officer and] [added: | | | | | |] Principal Financial Officer | [added: | |]

| | [added: | |] /s/ KEVIN T. MCBRIDE | | | | [added: | | | | | | | |]

| | [added: | |] Kevin T. McBride | | | | [added: | | | | | | | |]

| | [added: | |] Vice President of Finance, Corporate [removed: Controller] [added: Controller,] and Principal Accounting Officer | | | | [added: | | | | | | | |]

| | [removed: /s/ ANDY D. BRYANT] | | [removed: |] /s/ DR. RISA LAVIZZO-MOUREY | [added: | | | | | | | | /s/ FRANK D. YEARY | | |]

| | [removed: Andy D. Bryant] | | [removed: |] Dr. Risa Lavizzo-Mourey | [added: | | | | | | | | Frank D. Yeary | | |]

| | [added: | |] Director | | | [added: | | | | | |] Director | [added: | |]

| | [removed: /s/ JAMES J. GOETZ] | | [removed: |] /s/ DR. TSU-JAE KING LIU | [added: | | | | | | | | | | |]

| | [removed: James J. Goetz] | | [removed: |] Dr. Tsu-Jae King Liu | [added: | | | | | | | | | | |]

| | [added: | |] /s/ DR. OMAR ISHRAK | | | [added: | | | | | |] /s/ [removed: FRANK D. YEARY] [added: ANDREW WILSON] | [added: | |]

| | [added: | |] Dr. Omar Ishrak | | | [removed: Frank D. Yeary] | [added: | | | | | Andrew Wilson | | |]

| | [added: | |] Chairman of the Board and Director | | | [added: | | | | | |] Director | [added: | |]

| [removed:  SUPPLEMENTAL DETAILS] [added: ] | | [removed: 119] | [added: Supplemental Details | | | 120 | | |]

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*(b) Incorporated by reference to "Proposal 1: Election of Directors," "Corporate Governance," and "Code of Conduct" in the 2021 Proxy Statement.

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| | | | | | | | | | January 21, 2021 | | |

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| | | | | | | | | | | | | January 21, 2021 | | |

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| | | | January 21, 2021 | | | | | | | | | | | |

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| | | | /s/ JAMES J. GOETZ | | | | | | | | | /s/ GREGORY D. SMITH | | |

| | | | James J. Goetz | | | | | | | | | Gregory D. Smith | | |

| | | | January 21, 2021 | | | | | | | | | January 21, 2021 | | |

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| | | | /s/ ALYSSA HENRY | | | | | | | | | /s/ DION J. WEISLER | | |

| | | | Alyssa Henry | | | | | | | | | Dion J. Weisler | | |

| | | | Director | | | | | | | | | Director | | |

| | | | January 21, 2021 | | | | | | | | | January 21, 2021 | | |

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| | | | January 21, 2021 | | | | | | | | | January 21, 2021 | | |

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| | | | Director | | | | | | | | | Director | | |

| | | | January 21, 2021 | | | | | | | | | January 21, 2021 | | |

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| | | | January 21, 2021 | | | | | | | | | | | |

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| | | | January 23, 2020 |

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| | | | | January 23, 2020 |

| | January 23, 2020 | | | |

| | January 23, 2020 | | | January 23, 2020 |

| | /s/ ALYSSA HENRY | | | /s/ GREGORY D. SMITH |

| | Alyssa Henry | | | Gregory D. Smith |

| | /s/ REED E. HUNDT | | | /s/ ANDREW WILSON |

| | Reed E. Hundt | | | Andrew Wilson |