Intel 10-K 2022-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

Commission File Number 000-06217

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

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

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

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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.

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 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. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of July 1, 2022, based upon the closing price of the common stock as reported by the Nasdaq Global Select Market on such date, was $149.2 billion. 4,137 million shares of common stock were outstanding as of January 20, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement related to its 2023 Annual Stockholders' Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K. Except as expressly incorporated by reference, the registrant's proxy statement shall not be deemed to be part of this report.

Table of Contents

Organization of Our Form 10-K

The order and presentation of content in our Form 10-K differs from the traditional SEC Form 10-K format. Our format is designed to improve readability and better present how we organize and manage our business. See "Form 10-K Cross-Reference Index" within the Financial Statements and Supplemental Details for a cross-reference index to the traditional SEC Form 10-K format.

We have defined certain terms and abbreviations used throughout our Form 10-K in "Key Terms" within the Financial Statements and Supplemental Details.

The preparation of our Consolidated Financial Statements is in conformity with US GAAP. Our Form 10-K 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.

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| | | | General development of business | | | Pages 3-9, 19 | | | | | | | | | | | | | | | | | Description of business | | | Pages 3-38, 51-52, 70, 88-86 | | | | | | | | | | | | | | | | | Available information | | | Page 2 | | | | Item 1A. | | | Risk Factors | | | Pages 53-67 | | |

| Item 2. | | | Properties | | | Pages 14, 67 | | | | Item 3. | | | Legal Proceedings | | | Pages 109-114 | | |

| | | | | | | | | | | Part II | | | | | | | | | | Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | Pages 11, 68-69 | | |

| | | | Liquidity and capital resources | | | Pages 5-6, 44-47, 47-51 | | | | | | | Results of operations | | | Pages 5-6, 19-44, 47-51 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Critical accounting estimates | | | Pages 47, 81-87 | | | | Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | Page 52 | | | | Item 8. | | | Financial Statements and Supplementary Data | | | Pages 72-117 | | |

| Item 9A. | | | Controls and Procedures | | | Page 118 | | |

| | | | Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 | | | Page 71 | | |

| | | | | | | | | | | Part III | | | | | | | | | | Item 10. | | | Directors, Executive Officers, and Corporate Governance | | | Page 70, (a) | | |

| | | | | | | | | | | Part IV | | | | | | | | | | Item 15. | | | Exhibits and Financial Statement Schedules | | | Pages 72-117, 119-123 | | |

| | | | | | | | | | | Signatures | | | | | | Page 125 | | |

(a) Incorporated by reference to "Director Nominees," "Director Nomination Process," "Board Committees," "Audit & Finance Committee," "Code of Conduct," "2024 Stockholder Proposals or Nominations," and "Delinquent Section 16(a) Reports" (if applicable) in the 2023 Proxy Statement. The information under the heading "Information about Our Executive Officers" within Other Key Information is also incorporated by reference in this section.

(b) Incorporated by reference to "Risk Oversight," "Director Compensation," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation Tables" "CEO Pay Ratio," and "Pay Versus Performance" in the 2023 Proxy Statement.

(c) Incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the 2023 Proxy Statement.

(d) Incorporated by reference to "Director Independence and Transactions Considered in Independence Determinations" and "Certain Relationships and Related Transactions" in the 2023 Proxy Statement.

(e) Incorporated by reference to "2022 and 2021 EY Fees," "Report of the Audit & Finance Committee," and "Pre-Approval Policies" in the 2023 Proxy Statement.

			Supplemental Details			124

Table of Contents

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

			Supplemental Details			125