Intel (INTC) 10-K risk factor changes: FY2022 vs FY2021

| | | | Results of operations | | | Pages [removed: [4](#i6c9ced68f6b24d58a3dcf326e8c3c699_28)\-[5](#i6c9ced68f6b24d58a3dcf326e8c3c699_31), [18](#i6c9ced68f6b24d58a3dcf326e8c3c699_67)\-[42](#i6c9ced68f6b24d58a3dcf326e8c3c699_4381), [45](#i6c9ced68f6b24d58a3dcf326e8c3c699_14293651165196)\-[47](#i6c9ced68f6b24d58a3dcf326e8c3c699_193)] [added: [5](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_28)\-[6](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_31), [19](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_73)\-[44](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_166), [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_190)\-[51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_193)] | | |

| | | | Liquidity and capital resources | | | Pages [removed: [4](#i6c9ced68f6b24d58a3dcf326e8c3c699_28)\-[5](#i6c9ced68f6b24d58a3dcf326e8c3c699_31), [42](#i6c9ced68f6b24d58a3dcf326e8c3c699_175)\-[44](#i6c9ced68f6b24d58a3dcf326e8c3c699_208), [45](#i6c9ced68f6b24d58a3dcf326e8c3c699_14293651165196)\-[47](#i6c9ced68f6b24d58a3dcf326e8c3c699_193)] [added: [5](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_28)\-[6](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_31), [44](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_172)\-[47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_184), [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_190)\-[51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_193)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | Page [removed: [49](#i6c9ced68f6b24d58a3dcf326e8c3c699_184)] [added: [52](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_211)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | Pages [removed: [68](#i6c9ced68f6b24d58a3dcf326e8c3c699_235)\-[113](#i6c9ced68f6b24d58a3dcf326e8c3c699_4076)] [added: [72](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_241)\-[117](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_466)] | | |

| | | | Critical accounting estimates | | | Pages [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_184), [81-87](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_280) | | |

| | | | Critical accounting estimates and policies | | | Pages [44](#i6c9ced68f6b24d58a3dcf326e8c3c699_208), [77](#i6c9ced68f6b24d58a3dcf326e8c3c699_268)\-[82](#i6c9ced68f6b24d58a3dcf326e8c3c699_343) | | |

| | | | General development of business | | | Pages [removed: [2](#i6c9ced68f6b24d58a3dcf326e8c3c699_22)\-[7](#i6c9ced68f6b24d58a3dcf326e8c3c699_37), [19](#i6c9ced68f6b24d58a3dcf326e8c3c699_70)] [added: [3](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_22)\-[9](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_37), 19] | | |

| | | | Available information | | | Page [removed: [66](#i6c9ced68f6b24d58a3dcf326e8c3c699_232)] [added: [2](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_235)] | | |

| Item 1A. | | | Risk Factors | | | Pages [removed: [50](#i6c9ced68f6b24d58a3dcf326e8c3c699_211)\-[63](#i6c9ced68f6b24d58a3dcf326e8c3c699_214)] [added: [53](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_214)\-[67](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_217)] | | |

| | | | Description of business | | | Pages [3](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_22)\-[38](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_136), [51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_202)\-[52](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_205), [70](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_232), [88](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_355)\-86 | | |

| | | | Description of business | | | Pages [2](#i6c9ced68f6b24d58a3dcf326e8c3c699_22)\-[36](#i6c9ced68f6b24d58a3dcf326e8c3c699_130), [48](#i6c9ced68f6b24d58a3dcf326e8c3c699_202)\-[49](#i6c9ced68f6b24d58a3dcf326e8c3c699_4122), [66](#i6c9ced68f6b24d58a3dcf326e8c3c699_229), [82](#i6c9ced68f6b24d58a3dcf326e8c3c699_343)\-[85](#i6c9ced68f6b24d58a3dcf326e8c3c699_355) | | |

| | | | For the fiscal year ended December [removed: 25, 2021.] [added: 31, 2022.] | | |

[removed: ][added: ]

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

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 [removed: (§ 232.405] [added: (§232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [added: Exchange] Act).

Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of [removed: June 25, 2021,] [added: July 1, 2022,] based upon the closing price of the common stock as reported by the Nasdaq Global Select Market on such date, was [removed: $226.8] [added: $149.2] billion.

[removed: 4,072] [added: 4,137] million shares of common stock were outstanding as of January [removed: 21, 2022.][added: 20, 2023.]

Portions of the registrant’s proxy statement related to its [removed: 2022] [added: 2023] Annual Stockholders' Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.

| Introduction to Our Business | | | | | | [removed: [2](#i6c9ced68f6b24d58a3dcf326e8c3c699_22)] [added: [3](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_22)] | | |

| A Year in Review | | | | | | [removed: [4](#i6c9ced68f6b24d58a3dcf326e8c3c699_28)] [added: [5](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_28)] | | |

| Our Strategy | | | | | | [removed: [6](#i6c9ced68f6b24d58a3dcf326e8c3c699_34)] [added: [7](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_34)] | | |

| Our Capital | | | | | | [removed: [8](#i6c9ced68f6b24d58a3dcf326e8c3c699_40)] [added: [10](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_40)] | | |

| Our Products | | | | | | [removed: [18](#i6c9ced68f6b24d58a3dcf326e8c3c699_67)] [added: [19](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_73)] | | |

| Segment Trends and Results | | | | | | [removed: [20](#i6c9ced68f6b24d58a3dcf326e8c3c699_136)] [added: [20](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_85)] | | |

| Consolidated Results of Operations | | | | | | [removed: [37](#i6c9ced68f6b24d58a3dcf326e8c3c699_145)] [added: [39](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_139)] | | |

| Liquidity and Capital Resources | | | | | | [removed: [42](#i6c9ced68f6b24d58a3dcf326e8c3c699_175)] [added: [44](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_172)] | | |

| Critical Accounting Estimates | | | | | | [removed: [44](#i6c9ced68f6b24d58a3dcf326e8c3c699_208)] [added: [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_184)] | | |

| Non-GAAP Financial Measures | | | | | | [removed: [45](#i6c9ced68f6b24d58a3dcf326e8c3c699_14293651165196)] [added: [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_190)] | | |

| Sales and Marketing | | | | | | [removed: [48](#i6c9ced68f6b24d58a3dcf326e8c3c699_202)] [added: [51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_202)] | | |

| Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [49](#i6c9ced68f6b24d58a3dcf326e8c3c699_184)] [added: [52](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_211)] | | |

| Market for Our Common Stock | | | | | | [removed: [64](#i6c9ced68f6b24d58a3dcf326e8c3c699_220)] [added: [68](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_223)] | | |

| Information About Our Executive Officers | | | | | | [removed: [66](#i6c9ced68f6b24d58a3dcf326e8c3c699_229)] [added: [70](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_232)] | | |

| Availability of Company Information | | | | | | [removed: [66](#i6c9ced68f6b24d58a3dcf326e8c3c699_232)] [added: [2](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_235)] | | |

| Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 | | | | | | [removed: [67](#i6c9ced68f6b24d58a3dcf326e8c3c699_4101)] [added: [71](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_238)] | | |

| Consolidated Financial Statements | | | | | | [removed: [72](#i6c9ced68f6b24d58a3dcf326e8c3c699_241)] [added: [76](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_253)] | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [77](#i6c9ced68f6b24d58a3dcf326e8c3c699_265)] [added: [81](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_277)] | | |

| Form 10-K Cross-Reference Index | | | | | | [removed: [120](#i6c9ced68f6b24d58a3dcf326e8c3c699_469)] [added: [124](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_487)] | | |

[Table of [removed: Contents](#i6c9ced68f6b24d58a3dcf326e8c3c699_16)][added: Contents](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_16)]

Words such as [removed: "anticipate," "expect," "intend,"] [added: "accelerate," "achieve,"] "aim," [removed: "strive," "objective," "goals," "plans,"] "ambitions," [removed: "opportunity," "outlook,"] [added: "anticipate," "believe," "committed," "continue," "could," "designed," "estimated," "expect,"] "forecast," [removed: "predict,"] "future," [removed: "to be," "pending," "roadmap," "achieve,"] [added: "goals,"] "grow," [removed: "committed," "believe," "seek," "targets," "milestones," "estimated," "continue,"] [added: "intend,"] "likely," [removed: "possible,"] "may," "might," [removed: "potentially," "will," "would," "should," "could," "accelerate," "upcoming," "positioned,"] [added: "milestones,"] "next generation," [removed: "progress,"] [added: "objective,"] "on track," [added: "opportunity," "outlook," "pending," "plans," "positioned," "possible," "predict," "progress," "roadmap," "potentially," "seek," "should," "strive," "targets," "to be," "upcoming," "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 [removed: Intel’s] [added: our] strategy and [removed: the] [added: its] anticipated [removed: benefits of] [added: benefits, including] our [removed: strategy;] [added: IDM 2.0 strategy, February 2022 Investor Meeting financial model, Smart Capital strategy, SCIP, our partnership with Brookfield Asset Management (Brookfield), the transition to an internal foundry model, and updates to our reporting structure;] manufacturing expansion [added: and financing] plans; investment plans and impacts of investment [removed: plans;] [added: plans, including in the US and abroad; future economic conditions, including regional or global downturns or recessions;] business plans; internal and external manufacturing plans, including future internal manufacturing volumes and external foundry usage; future responses to and effects of [removed: COVID-19;] [added: COVID-19, including manufacturing, transportation, and operational restrictions or disruptions;] projections of our future financial performance, including future revenue, gross margins, capital expenditures, and cash flows; future business, social, and environmental performance, goals, measures, and strategies; our anticipated growth, future market share, and trends in our businesses and operations; projected growth and trends in markets relevant to our businesses; future technology trends; plans and goals related to Intel’s foundry business, including with respect to future manufacturing capacity and foundry service offerings, including technology and IP offerings; future [removed: products] [added: products, services,] and technology, and the expected regulation, availability, and benefits of such [removed: products] [added: products, services,] and technology, including future process nodes and [added: packaging] technology, product roadmaps, [added: schedules,] future product architectures, expectations regarding process [removed: performance per watt parity] [added: performance, per-watt parity,] and leadership, and [added: other metrics, and] expectations regarding product leadership; projected cost and yield trends; [added: product and manufacturing plans, goals, timelines, ramps, and progress; geopolitical conditions, including the impacts of Russia's war on Ukraine;] expected timing and impact of acquisitions, divestitures, and other significant transactions, including statements relating to the [removed: divestiture] [added: completion] of our [added: acquisition of Tower Semiconductor Ltd. (Tower), the sale of our] NAND memory [removed: business to SK hynix Inc. (SK hynix)] [added: business,] and [added: the wind-down of] our [added: Intel® Optane™ memory business;] expected [removed: use] [added: completion and impacts] of [removed: proceeds;] [added: restructuring activities and cost-saving or efficiency initiatives, including those related to] the [removed: proposed IPO of Mobileye;] [added: 2022 Restructuring Program;] future cash requirements; availability, uses, sufficiency, and cost of capital [removed: of capital] resources and sources of funding, including future capital and R&D investments, [added: credit rating expectations,] and expected returns to stockholders such as [removed: dividends] [added: stock repurchases] and [removed: share repurchases;] [added: dividends; our valuation; supply expectations, including regarding constraints, limitations, pricing, and industry shortages;] expectations regarding government incentives; future production capacity and product supply; anticipated trends and impacts related to industry component, substrate, and foundry capacity [added: utilization,] shortages and constraints; the future purchase, use, and availability of products, components, and services supplied by third parties, including third-party IP and foundry services; tax- and accounting-related expectations; LIBOR-related expectations; [removed: our role in the Rapid Assured Microelectronics Prototypes - Commercial program;] expectations regarding our relationships with certain sanctioned parties; uncertain events or assumptions, including statements relating to TAM, market opportunity, or projections of future demand; and other characterizations of future events or circumstances are forward-looking statements.

*Intel, [removed: 3D XPoint,] Arc, Arria, [removed: Barefoot Networks, Barefoot logo,] [added: Blockscale,] Celeron, [added: Cyclone,] Intel Agilex, Intel Atom, Intel Core, eASIC, [removed: the Footsie logo,] Intel Evo, Intel [added: Geti, Intel] Inside, the Intel logo, the Intel Inside logo, Intel Optane, Iris, [removed: Itanium,] Killer, [added: MAX,] Movidius, [removed: Myriad,] OpenVINO, OpenVINO logo, Pentium, Quark, [added: Quartus,] Stratix, [added: Tofino,] Thunderbolt and the Thunderbolt logo, [removed: Tofino,] Intel vPro, and Xeon are trademarks of Intel Corporation or its subsidiaries.*

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[removed: [Table](#i6c9ced68f6b24d58a3dcf326e8c3c699_16) [of](#i6c9ced68f6b24d58a3dcf326e8c3c699_16) [Contents](#i6c9ced68f6b24d58a3dcf326e8c3c699_16)][added: [Table of Contents](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_16)]

| Revenue | | | | | | [removed: Operating Income] [added: Gross Margin] | | | | | | Diluted EPS [added: Attributable to Intel] | | | | | | Cash Flows | | |

| ■ GAAP $B ■ Non-GAAP $B | | | | | | ■ GAAP [removed: $B] ■ Non-GAAP [removed: $B] | | | | | | ■ GAAP ■ Non-GAAP | | | | | | ■ Operating Cash Flow $B ■ [added: Adjusted] Free Cash [removed: Flow2] [added: Flow1] $B | | |

[removed: ][added: ]

| GAAP | | | [removed: non-GAAP2] | | | | | | GAAP | | | | | | [removed: non-GAAP2] [added: non-GAAP1] | | | | | | GAAP | | | | | | [removed: non-GAAP2] [added: non-GAAP1] | | | | | | GAAP | | | | | | [removed: non-GAAP2] [added: non-GAAP1] | | |

[removed: We also] [added: As we invest in multiple expansions, we] expect our capital expenditures to [removed: increase above] [added: continue to be higher than] historical levels for the next several years.

| Risk Factors | | | | | | [53](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_214) | | |

| Properties | | | | | | [67](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220) | | |

| Auditor's Reports | | | | | | [73](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_244) | | |

| Key Terms | | | | | | [115](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_463) | | |

| Controls and Procedures | | | | | | [118](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_472) | | |

| Exhibits | | | | | | [119](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_475) | | |

Such risks and uncertainties include those described throughout this report and 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, including from disruptions, delays, trade tensions, or shortages; cybersecurity and privacy risks; investment and transition risk; evolving regulatory and legal requirements; our debt obligations; stock volatility; and the risks of our global operations; among others.

Such information may be material, and you are encouraged to follow these sources in addition to our filings with the SEC.

We publish news releases, announcements, information about upcoming webcasts, analyst presentations, and investor days, archives of these events, financial information, corporate governance practices, and corporate responsibility information on *www.intc.com*.

| 2022 revenue was $63.1 billion, down $16.0 billion, or 20%, from 2021 as CCG revenue decreased 23%, DCAI revenue decreased 15%, and NEX revenue increased 11%. 2022 results were impacted by an uncertain macroeconomic environment—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 and desktop volume in the consumer and education market segments, while notebook and desktop 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 data center market. Server ASPs decreased due to customer and product mix. NEX revenue increased primarily due to Ethernet ASPs and increased demand for 5G products, partially offset by lower demand for Network Xeon. We invested $17.5 billion in R&D, made capital investments of $24.8 billion, and generated $15.4 billion in cash from operations and $(4.1) billion of adjusted free cash flow. | | | | | | | | |

| $63.1B | | | | | | | | | 42.6% | | | | | | 47.3% | | | | | | $1.94 | | | | | | $1.84 | | | | | | $15.4B | | | | | | $(4.1)B | | |

| Revenue down 16% from 2021 non-GAAP revenue | | | | | | | | | Gross margin down 12.8 ppts from 2021 | | | | | | Gross margin down 10.8 ppts from 2021 | | | | | | Diluted EPS down $2.92 or 60% from 2021 | | | | | | Diluted EPS down $3.46 or 65% from 2021 | | | | | | Operating cash flow down $14B or 48% | | | | | | Adjusted free cash flow down $15B or 137% | | |

| Lower revenue in CCG and DCAI, higher revenue in NEX, and lack of NAND revenue compared to 2021 due to the divestiture in Q1 2022. | | | | | | | | | Lower gross margin from lower revenue, higher unit cost, lack of NAND gross margin, higher period charges from the ramp of Intel 4, and higher inventory reserves. | | | | | | | | | | | | Lower EPS from lower gross margin, higher operating expenses from additional investment in R&D, partially offset by higher gains on equity investments and a tax benefit. | | | | | | | | | | | | Lower operating cash flow driven by lower operating income; partially offset by favorable working capital changes. | | | | | | | | |

Managing to our long-term financial model

Our 2022 results were impacted by an uncertain macroeconomic environment arising from inflation, the war in Ukraine, and COVID-19 shutdowns in our supply chain in China, and though we expect this uncertainty and a challenging market environment to extend well into 2023, we remain committed to the strategy and long-term financial model communicated at our Investor Meeting 2022 as included in our Form 8-K dated February 17, 2022.

To achieve our long-term financial model, we believe it is imperative that we drive to world-class product cost and operational efficiency.

In the short term, we intend to continue to implement certain cost-cutting measures and improve our product execution.

We further expect to manage to the investment phase operating expenses and net capital intensity guardrails established at our Investor Meeting 2022 and to drive back to a gross margin range of 51% to 53%, once economic conditions improve and revenue growth returns.

Longer term, we plan to execute multiple initiatives designed to optimize the business, thus creating efficiencies and continued structural cost savings.

This includes implementing an internal foundry model, making portfolio cuts, right sizing our support organizations, creating more stringent cost controls across our spending, and improving sales and marketing efficiency.

Though we aggressively adjusted capital investments in 2022 to respond to changing business conditions, we still made significant investments in support of our IDM 2.0 strategy during the year.

We also introduced our IDM 2.0 Acceleration Office to transition our operations to an internal foundry model that is designed to deliver consistent processes, systems, and guardrails among our business units, and design and manufacturing teams, which we expect will allow us to improve structural efficiencies by driving accountability and costs back to decision makers within the company.

Delivering leadership products

We seek to develop and offer leading products that will help enable a future in which every human can have more computing power and quicker access to data.

We remain committed to our goal of delivering five technology nodes in four years.

This year, we achieved several key milestones on our product roadmap, including:

▪We launched the 12th Gen Intel® Core™ HX processors—the final products in our Alder Lake family, which utilize desktop-caliber silicon in a mobile package to deliver high levels of performance for professional workflows.

▪We introduced the Intel® Data Center GPU Flex Series for the intelligent visual cloud and revealed the 13th Gen Intel® Core™ processor family with six new unlocked desktop processors for leading gaming, streaming, and recording experiences.

▪We launched the newest Intel® Xeon® D processors and Intel® Arc™ A-series GPUs (also known as Alchemist), and began shipping Mount Evans, a 200G ASIC IPU, as well as the first Intel® Blockscale™ ASIC.

▪We began high-volume manufacturing of Sapphire Rapids, Raptor Lake, and Ponte Vecchio in 2022, with shipments beginning in Q4 2022.

Investing in at-scale manufacturing

To help accelerate our IDM 2.0 strategy, we are investing in manufacturing capacity around the world.

We broke ground on two new leading-edge chip factories in Ohio, initially announcing plans to invest more than $20.0 billion to establish the first advanced semiconductor campus in the “Silicon Heartland”.

We also announced our plans to invest up to €80.0 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.

These include a plan to invest up to an initial €17.0 billion to build 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.

To create further financial flexibility while we accelerate our strategy, we announced SCIP, a program that introduces a new funding model to the capital-intensive semiconductor industry.

As part of this program, we closed a definitive agreement with Brookfield Asset Management (Brookfield), creating an equity partnership whereby we and Brookfield own 51% and 49%, respectively, of the newly formed entity, Arizona Fab LLC (Arizona Fab).

We expect Arizona Fab will invest up to $30.0 billion in expanded manufacturing infrastructure at our Ocotillo campus in Chandler, Arizona.

We also look to acquisitions to supplement and strengthen our capital.

In Q1 2022, we entered into a definitive agreement to acquire Tower Semiconductor Ltd. (Tower) in a cash-for-stock transaction.

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| How We Organize Our Business | | | | | | [19](#i6c9ced68f6b24d58a3dcf326e8c3c699_70) | | |

| Risk Factors | | | | | | [50](#i6c9ced68f6b24d58a3dcf326e8c3c699_211) | | |

| Properties | | | | | | [64](#i6c9ced68f6b24d58a3dcf326e8c3c699_217) | | |

| Auditor's Reports | | | | | | [69](#i6c9ced68f6b24d58a3dcf326e8c3c699_238) | | |

| Key Terms | | | | | | [111](#i6c9ced68f6b24d58a3dcf326e8c3c699_448) | | |

| Controls and Procedures | | | | | | [114](#i6c9ced68f6b24d58a3dcf326e8c3c699_454) | | |

| Exhibits | | | | | | [115](#i6c9ced68f6b24d58a3dcf326e8c3c699_457) | | |

Such risks and uncertainties include those described throughout this report and particularly in "Risk Factors" within Other Key Information.

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| Total revenue of $79.0 billion was up year over year, with CCG revenue up 1% and DCG revenue down 1%, both amid the effects of industry-wide supply constraints. We experienced strength in notebook demand and recovery in desktop demand, partially offset by lower notebook ASPs due to strength in the consumer and education market segments. DCG was down on lower ASPs driven by product mix and a competitive environment, partially offset by higher platform1 volume from recovery in the enterprise and government market segment. IOTG and Mobileye both achieved strong results on higher demand amid recovery from the economic impacts of COVID-19. We invested $15.2 billion in R&D, made capital investments of $18.7 billion, and generated $30.0 billion in cash from operations and $11.3 billion of free cash flow. | | | | | | | | |  | | |

| | | | | | | "We achieved solid results amid a highly constrained industry-wide supply environment while continuing to maintain a strong balance sheet and liquidity position. With our IDM 2.0 strategy, we enter a phase of significant investment, positioning us for product leadership and long-term growth." —David Zinsner, *Chief Financial Officer* | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| $79.0B | | | $74.7B | | | | | | $19.5B | | | | | | $22.2B | | | | | | $4.86 | | | | | | $5.47 | | | | | | $30.0B | | | | | | $11.3B | | |

| Revenue up 1% from 2020 | | | Revenue up 2% from 2020 | | | | | | Operating income down $4.2B or 18% from 2020; 2021 operating margin at 25% | | | | | | Operating income down $2.2B or 9% from 2020; 2021 operating margin at 30% | | | | | | Diluted EPS down $0.08 or 2% from 2020 | | | | | | Diluted EPS up $0.37 or 7% from 2020 | | | | | | Operating cash flow down $5.4B or 15% | | | | | | Free cash flow down $9.9B or 47% | | |

| Higher revenue in CCG, IOTG, Mobileye, and PSG, partially offset by declines in DCG and NSG. Non-GAAP revenue excludes NSG. | | | | | | | | | Higher gross margin from higher platform and adjacent1 revenue and Corporate revenue from a prepaid customer supply agreement, partially offset by a Corporate charge related to VLSI litigation, higher period charges from ramp of process technology, and higher operating expenses on increased R&D investment. Non-GAAP operating income incrementally excludes, amortization of acquisition-related intangibles, restructuring and the charge related to VLSI litigation. | | | | | | | | | | | | Lower operating income partially offset by equity investment gains, lower effective tax rate, and lower shares. Non-GAAP results incrementally exclude ongoing mark-to-market adjustments and tax impacts of non-GAAP adjustments. | | | | | | | | | | | | Lower operating cash flow driven by a decrease in net working capital contributions and cash paid to settle a prepaid customer supply agreement in Q1 2021, partially offset by a McAfee special dividend received in Q3 2021. Free cash flow decreased due to lower operating cash flow and higher capital expenditures. | | | | | | | | |

Investing in our IDM 2.0 strategy for the long term

To support our IDM 2.0 strategy, we are making significant capital investments to increase our manufacturing capacity and accelerate our process technology roadmap, as well as increasing our investments in R&D.

We believe these investments will position us for accelerating long-term revenue growth.

We expect our long-term revenue outlook to accelerate to a 10% to 12% year-over-year growth rate by the end of our five-year horizon as supply normalizes and our investments add capacity and drive leadership products.

We expect gross margins to be impacted by our investments in capacity and the acceleration of our process technology, resulting in expected non-GAAP gross margins percentages between 51% and 53%2 over the next several years before moving upward.

*1* *See "Our Products" within MD&A.*

New CEO and leadership team changes

Our new CEO Pat Gelsinger joined Intel on February 15, 2021 and made several senior leadership changes throughout the year.

We also named our new CFO David Zinsner in January 2022.

Mr. Gelsinger returns to Intel, where he previously spent 30 years of his career, learned at the feet of Intel’s founders, and served as our first Chief Technology Officer.

On March 23, 2021, we announced our "IDM 2.0" strategy, the next evolution of our IDM model.

Our IDM 2.0 strategy combines our internal factory network, strategic use of external foundries, and our new IFS business to position us to drive technology and product leadership.

To accelerate this strategy, we announced plans to invest $20 billion to build two new fabs in Arizona, which we broke ground on in September, and we recently announced plans to invest more than $20 billion in the construction of two new leading-edge fabs in Ohio.

We also announced approximately $10.5 billion total investment to equip our Rio Rancho, New Mexico and Malaysia sites for advanced packaging manufacturing.

In August, the US Department of Defense announced that IFS will lead the first phase of its multi-phase RAMP-C program to facilitate the use of a domestic commercial foundry infrastructure.

Process and packaging technology roadmaps

At the Intel Accelerated event in July 2021, we provided an update on our manufacturing process and packaging technology roadmaps.

We introduced future nodes, including Intel 3 and Intel 20A, and discussed future process and packaging technologies, such as our PowerVia, RibbonFET, Foveros Omni, and Foveros Direct technologies.

As part of the update, we also introduced a new naming structure for our manufacturing process nodes, which includes the name changes summarized in "Key Terms" within Notes to Consolidated Financial Statements.

| 12th Gen Intel® Core™ processors | | | | | |  | | |

| Item 2. | | | Properties | | | Pages [removed: [12](#i6c9ced68f6b24d58a3dcf326e8c3c699_52), [64](#i6c9ced68f6b24d58a3dcf326e8c3c699_217)] [added: [1](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220)[4](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220), [67](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220)] | | |

| Item 3. | | | Legal Proceedings | | | Pages [109](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_457)\-[114](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_460) | | |

| Item 3. | | | Legal Proceedings | | | Pages [105](#i6c9ced68f6b24d58a3dcf326e8c3c699_442)\-[110](#i6c9ced68f6b24d58a3dcf326e8c3c699_445) | | |

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | Pages [removed: [9](#i6c9ced68f6b24d58a3dcf326e8c3c699_1099511631927), [64](#i6c9ced68f6b24d58a3dcf326e8c3c699_220)\-[65](#i6c9ced68f6b24d58a3dcf326e8c3c699_226)] [added: [11](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_46), [68](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_223)\-[69](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_229)] | | |

| Item 9A. | | | Controls and Procedures | | | Page [removed: [114](#i6c9ced68f6b24d58a3dcf326e8c3c699_454)] [added: [118](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_472)] | | |

| | | | Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 | | | Page [removed: [67](#i6c9ced68f6b24d58a3dcf326e8c3c699_4101)] [added: [71](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_238)] | | |

| Item 10. | | | Directors, Executive Officers, and Corporate Governance | | | Page [removed: [66](#i6c9ced68f6b24d58a3dcf326e8c3c699_229),] [added: [70](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_232),] (a) | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | Pages [removed: [115](#i6c9ced68f6b24d58a3dcf326e8c3c699_457)\-[119](#i6c9ced68f6b24d58a3dcf326e8c3c699_466)] [added: [72](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_241)\-[117](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_466), [119](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_475)\-[123](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_484)] | | |

*(b) Incorporated by reference to [added: "Risk Oversight,"] "Director Compensation," "Compensation Discussion and Analysis," [removed: "Report of the] [added: "Compensation Committee Report," "Executive] Compensation [removed: Committee,"] [added: Tables" "CEO Pay Ratio,"] and [removed: "Executive Compensation"] [added: "Pay Versus Performance"] in the [removed: 2022] [added: 2023] Proxy Statement.*

*(c) Incorporated by reference to "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in the [removed: 2022] [added: 2023] Proxy Statement.*

*(d) Incorporated by reference to [removed: "Corporate Governance"] [added: "Director Independence] and [added: Transactions Considered in Independence Determinations" and] "Certain Relationships and Related Transactions" in the [removed: 2022] [added: 2023] Proxy Statement.*

*(e) Incorporated by reference to [added: "2022 and 2021 EY Fees,"] "Report of the Audit [removed: Committee"] [added: & Finance Committee,"] and [removed: "Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm"] [added: "Pre-Approval Policies"] in the [removed: 2022] [added: 2023] Proxy Statement.*

| [removed: ] [added: ] | | | Supplemental Details | | | [removed: 120] [added: 124] | | |

[Table of [removed: Contents](#i6c9ced68f6b24d58a3dcf326e8c3c699_16)][added: Contents](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_16)]

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

| | | | [added: Dr.] Andrea J. Goldsmith | | | | | | | | | Gregory D. Smith | | |

| | | | /s/ DR. OMAR ISHRAK | | | | | | | | | /s/ [removed: FRANK D. YEARY] [added: DION J. WEISLER] | | |

| | | | Dr. Omar Ishrak | | | | | | | | | [removed: Frank D. Yeary] [added: Dion J. Weisler] | | |

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

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

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

| [removed: ] [added: ] | | | Supplemental Details | | | [removed: 121] [added: 125] | | |

| Signatures | | | | | | Page [125](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_490) | | |

*(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.

| | | | | | | | | | January 26, 2023 | | |

| | | | | | | | | | | | | Financial Officer | | |

| | | | January 26, 2023 | | | | | | | | | January 26, 2023 | | |

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| --- | --- | --- | --- | --- | --- |

| | | | /s/ SCOTT GAWEL | | |

| | | | Scott Gawel | | |

| | | | Corporate Vice President, Chief Accounting Officer and Principal Accounting Officer | | |

| | | | January 26, 2023 | | |

| | | | | | |

| | | | January 26, 2023 | | | | | | | | | January 26, 2023 | | |

| | | | January 26, 2023 | | | | | | | | | January 26, 2023 | | |

| | | | /s/ ALYSSA HENRY | | | | | | | | | /s/ LIP-BU TAN | | |

| | | | Alyssa Henry | | | | | | | | | Lip-Bu Tan | | |

| | | | January 26, 2023 | | | | | | | | | January 26, 2023 | | |

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

| | | | January 26, 2023 | | | | | | | | | January 26, 2023 | | |

| | | | January 26, 2023 | | | | | | | | | January 26, 2023 | | |

| | | | /s/ BARBARA G NOVICK | | | | | | | | | | | |

| | | | Barbara G. Novick | | | | | | | | | | | |

| | | | January 26, 2023 | | | | | | | | | | | |

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| Signatures | | | | | | Page [121](#i6c9ced68f6b24d58a3dcf326e8c3c699_472) | | |

*(a) Incorporated by reference to "Proposal 1: Election of Directors," "Corporate Governance," "Code of Conduct," and "Other Matters-Delinquent Section 16(a) Reports" in the 2022 Proxy Statement.

| | | | | | | | | | January 26, 2022 | | |

| | | | January 26, 2022 | | | | | | | | | Financial Officer, and Principal Accounting Officer | | |

| | | | | | | | | | | | | January 26, 2022 | | |

| | | | January 26, 2022 | | | | | | | | | January 26, 2022 | | |

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

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

| | | | January 26, 2022 | | | | | | | | | | | |