Intel (INTC) 10-K risk factor changes: FY2023 vs FY2022

| | | | Liquidity and capital resources | | | Pages [removed: [5](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_28)\-[6](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_31), [44](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_172)\-[47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_184), [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_190)\-[51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_193)] [added: [5](#idf7ed2de495a465caefd5bdf5ef2c708_31)\-[6](#idf7ed2de495a465caefd5bdf5ef2c708_34), [42](#idf7ed2de495a465caefd5bdf5ef2c708_166)\-[44](#idf7ed2de495a465caefd5bdf5ef2c708_175), [45](#idf7ed2de495a465caefd5bdf5ef2c708_181)\-[4](#idf7ed2de495a465caefd5bdf5ef2c708_184)7] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: Page [52](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_211)] [added: Pages [64](#idf7ed2de495a465caefd5bdf5ef2c708_202)\-[65](#idf7ed2de495a465caefd5bdf5ef2c708_3901)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | Pages [removed: [72](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_241)\-[117](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_466)] [added: [70](#idf7ed2de495a465caefd5bdf5ef2c708_229)\-[114](#idf7ed2de495a465caefd5bdf5ef2c708_454)] | | |

| | | | Results of operations | | | Pages [5](#idf7ed2de495a465caefd5bdf5ef2c708_31)\-[6](#idf7ed2de495a465caefd5bdf5ef2c708_34), [21](#idf7ed2de495a465caefd5bdf5ef2c708_82)\-[42](#idf7ed2de495a465caefd5bdf5ef2c708_163), [45](#idf7ed2de495a465caefd5bdf5ef2c708_181)\-[4](#idf7ed2de495a465caefd5bdf5ef2c708_184)7 | | |

| | | | Critical accounting estimates | | | Pages [44](#idf7ed2de495a465caefd5bdf5ef2c708_175), [79](#idf7ed2de495a465caefd5bdf5ef2c708_268)\-[85](#idf7ed2de495a465caefd5bdf5ef2c708_343) | | |

| | | | Results of operations | | | Pages [5](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_28)\-[6](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_31), [19](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_73)\-[44](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_166), [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_190)\-[51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_193) | | |

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

| | | | General development of business | | | Pages [removed: [3](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_22)\-[9](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_37), 19] [added: [3](#idf7ed2de495a465caefd5bdf5ef2c708_25)\-[9](#idf7ed2de495a465caefd5bdf5ef2c708_40), [20](#idf7ed2de495a465caefd5bdf5ef2c708_70)] | | |

| | | | Available information | | | Page [removed: [2](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_235)] [added: [2](#idf7ed2de495a465caefd5bdf5ef2c708_22)] | | |

| Item 1A. | | | Risk Factors | | | Pages [removed: [53](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_214)\-[67](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_217)] [added: [48](#idf7ed2de495a465caefd5bdf5ef2c708_205)\-[6](#idf7ed2de495a465caefd5bdf5ef2c708_193)2] | | |

| | | | Description of business | | | Pages [3](#idf7ed2de495a465caefd5bdf5ef2c708_25)\-[36](#idf7ed2de495a465caefd5bdf5ef2c708_124), [63](#idf7ed2de495a465caefd5bdf5ef2c708_193)\-[64](#idf7ed2de495a465caefd5bdf5ef2c708_202), [68](#idf7ed2de495a465caefd5bdf5ef2c708_223), [85](#idf7ed2de495a465caefd5bdf5ef2c708_343)\-[8](#idf7ed2de495a465caefd5bdf5ef2c708_343)6 | | |

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

| | | | For the fiscal year ended December [removed: 31, 2022.] [added: 30, 2023.] | | |

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

[removed: ][added: ]

Securities registered pursuant to Section 12(g) of the Act: [added: None]

See the definitions of "large accelerated [removed: filer,"] [added: filer",] "accelerated [removed: filer,"] [added: filer",] "smaller reporting [removed: company,"] [added: company",] and "emerging growth company" in Rule 12b-2 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 [removed: U.S.C] [added: U.S.C.] 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[removed: Aggregate] [added: The aggregate] market value of voting and non-voting common equity held by non-affiliates of the registrant as of [removed: July 1, 2022,] [added: June 30, 2023,] based upon the closing price of the common stock as reported by the Nasdaq Global Select Market on such date, was [removed: $149.2] [added: $140.0] billion.

[removed: 4,137] [added: 4,228] million shares of common stock were outstanding as of January [removed: 20, 2023.][added: 19, 2024.]

Portions of the [removed: registrant’s] [added: registrant's] proxy statement related to its [removed: 2023] [added: 2024] Annual Stockholders' Meeting to be filed subsequently are incorporated by reference into Part III of this Form 10-K.

| Availability of Company Information | | | | | | [removed: [2](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_235)] [added: [2](#idf7ed2de495a465caefd5bdf5ef2c708_22)] | | |

| Introduction to Our Business | | | | | | [removed: [3](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_22)] [added: [3](#idf7ed2de495a465caefd5bdf5ef2c708_25)] | | |

| A Year in Review | | | | | | [removed: [5](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_28)] [added: [5](#idf7ed2de495a465caefd5bdf5ef2c708_31)] | | |

| Our Strategy | | | | | | [removed: [7](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_34)] [added: [7](#idf7ed2de495a465caefd5bdf5ef2c708_37)] | | |

| Our Capital | | | | | | [removed: [10](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_40)] [added: [10](#idf7ed2de495a465caefd5bdf5ef2c708_43)] | | |

| Our Products | | | | | | [removed: [19](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_73)] [added: [20](#idf7ed2de495a465caefd5bdf5ef2c708_70)] | | |

| Segment Trends and Results | | | | | | [removed: [20](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_85)] [added: [21](#idf7ed2de495a465caefd5bdf5ef2c708_82)] | | |

| Consolidated Results of Operations | | | | | | [removed: [39](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_139)] [added: [37](#idf7ed2de495a465caefd5bdf5ef2c708_136)] | | |

| Liquidity and Capital Resources | | | | | | [removed: [44](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_172)] [added: [42](#idf7ed2de495a465caefd5bdf5ef2c708_166)] | | |

| Critical Accounting Estimates | | | | | | [removed: [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_184)] [added: [44](#idf7ed2de495a465caefd5bdf5ef2c708_175)] | | |

| Non-GAAP Financial Measures | | | | | | [removed: [47](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_190)] [added: [45](#idf7ed2de495a465caefd5bdf5ef2c708_181)] | | |

| [added: Risk Factors and] Other Key Information | | | | | | | | |

| Sales and Marketing | | | | | | [removed: [51](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_202)] [added: [63](#idf7ed2de495a465caefd5bdf5ef2c708_193)] | | |

| Quantitative and Qualitative Disclosures About Market Risk | | | | | | [removed: [52](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_211)] [added: [64](#idf7ed2de495a465caefd5bdf5ef2c708_202)] | | |

| Market for Our Common Stock | | | | | | [removed: [68](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_223)] [added: [66](#idf7ed2de495a465caefd5bdf5ef2c708_214)] | | |

| Information About Our Executive Officers | | | | | | [removed: [70](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_232)] [added: [68](#idf7ed2de495a465caefd5bdf5ef2c708_223)] | | |

| Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 | | | | | | [removed: [71](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_238)] [added: [69](#idf7ed2de495a465caefd5bdf5ef2c708_226)] | | |

| Consolidated Financial Statements | | | | | | [removed: [76](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_253)] [added: [74](#idf7ed2de495a465caefd5bdf5ef2c708_241)] | | |

| Notes to Consolidated Financial Statements | | | | | | [removed: [81](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_277)] [added: [79](#idf7ed2de495a465caefd5bdf5ef2c708_265)] | | |

| Form 10-K Cross-Reference Index | | | | | | [removed: [124](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_487)] [added: [121](#idf7ed2de495a465caefd5bdf5ef2c708_475)] | | |

[Table of [removed: Contents](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_16)][added: Contents](#idf7ed2de495a465caefd5bdf5ef2c708_16)]

Words such as [removed: "accelerate," "achieve," "aim," "ambitions," "anticipate," "believe," "committed," "continue," "could," "designed," "estimated," "expect," "forecast," "future," "goals," "grow," "intend," "likely," "may," "might," "milestones,"] [added: "accelerate", "achieve", "aim", "ambitions", "anticipate", "believe", "committed", "continue", "could", "designed", "estimate", "expect", "forecast", "future", "goals", "grow", "guidance", "intend", "likely", "may", "might", "milestones",] "next [removed: generation," "objective,"] [added: generation", "objective",] "on [removed: track," "opportunity," "outlook," "pending," "plans," "positioned," "possible," "predict," "progress," "roadmap," "potentially," "seek," "should," "strive," "targets,"] [added: track", "opportunity", "outlook", "pending", "plan", "position", "possible", "potential", "predict", "progress", "ramp", "roadmap", "seek", "should", "strive", "targets",] "to [removed: be," "upcoming," "will," "would,"] [added: be", "upcoming", "will", "would",] and variations of such words and similar expressions are intended to identify such forward-looking [removed: statements.][added: statements, which may include statements regarding:]

Such statements [removed: are based on management's expectations as of the date of this filing, unless an earlier date is specified, and] involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or [removed: implied in our forward-looking statements.][added: implied, including those associated with:]

In addition, the forward-looking statements in this Form 10-K are [removed: made] [added: 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 [removed: reputable, and 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.][added: reputable.]

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

| [removed: ] [added: ] | | | | | | 1 | | |

We use our Investor Relations website, *www.intc.com,* as [removed: well as public webcasts, analyst presentations, and investor days, as] [added: a] routine [removed: channels] [added: channel] for distribution of [removed: important] [added: important, and often material,] information about us, including our [removed: business,] [added: quarterly and annual earnings results and presentations, press releases, announcements, information about upcoming webcasts, analyst presentations, and investor days, archives of these events,] financial [removed: condition,] [added: information, corporate governance practices,] and [removed: operations, among other developments.][added: corporate responsibility information.]

We [added: also] post our filings [removed: at *www.intc.com*] [added: on this website] the same day they are electronically filed with, or furnished to, the SEC, including our annual and quarterly reports on Forms 10-K and 10-Q and current reports on Form 8-K, our proxy statements, and any amendments to those [removed: reports or statements.][added: reports.]

[removed: In addition, our] [added: Our] Investor Relations website allows interested persons to sign up to automatically receive e-mail alerts when we post financial information and issue press releases, and to receive information about upcoming events.

| [removed: ] [added: ] | | | | | | 2 | | |

[removed: ][added: ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Risk Factors | | | | | | [48](#idf7ed2de495a465caefd5bdf5ef2c708_205) | | |

| Cybersecurity | | | | | | [65](#idf7ed2de495a465caefd5bdf5ef2c708_3901) | | |

| Properties | | | | | | [66](#idf7ed2de495a465caefd5bdf5ef2c708_211) | | |

| Stock Performance Graph | | | | | | [67](#idf7ed2de495a465caefd5bdf5ef2c708_217) | | |

| Issuer Purchases of Equity Securities | | | | | | [67](#idf7ed2de495a465caefd5bdf5ef2c708_220) | | |

| Rule 10b5-1 Trading Arrangements | | | | | | [67](#idf7ed2de495a465caefd5bdf5ef2c708_3894) | | |

| Auditor's Reports | | | | | | [71](#idf7ed2de495a465caefd5bdf5ef2c708_232) | | |

| Key Terms | | | | | | [112](#idf7ed2de495a465caefd5bdf5ef2c708_451) | | |

| Controls and Procedures | | | | | | [115](#idf7ed2de495a465caefd5bdf5ef2c708_460) | | |

| Exhibits | | | | | | [116](#idf7ed2de495a465caefd5bdf5ef2c708_463) | | |

- our business plans and strategy and anticipated benefits therefrom, including with respect to our IDM 2.0 strategy, our Smart Capital strategy, our partnership with Brookfield, the transition to an internal foundry model, updates to our reporting structure, and our AI strategy;

- projections of our future financial performance, including future revenue, gross margins, capital expenditures, and cash flows;

- projected costs and yield trends;

- future cash requirements, the availability, uses, sufficiency, and cost of capital resources, and sources of funding, including for future capital and R&D investments and for returns to stockholders, such as stock repurchases and dividends, and credit ratings expectations;

- future products, services, and technologies, and the expected goals, timeline, ramps, progress, availability, production, regulation, and benefits of such products, services, and technologies, including future process nodes and packaging technology, product roadmaps, schedules, future product architectures, expectations regarding process performance, per-watt parity, and metrics, and expectations regarding product and process leadership;

- investment plans and impacts of investment plans, including in the US and abroad;

- internal and external manufacturing plans, including future internal manufacturing volumes, manufacturing expansion plans and the financing therefor, and external foundry usage;

- future production capacity and product supply;

- supply expectations, including regarding constraints, limitations, pricing, and industry shortages;

- plans and goals related to Intel's foundry business, including with respect to anticipated customers, future manufacturing capacity and service, technology, and IP offerings;

- expected timing and impact of acquisitions, divestitures, and other significant transactions, including the sale of our NAND memory business;

- expected completion and impacts of restructuring activities and cost-saving or efficiency initiatives

- future social and environmental performance goals, measures, strategies, and results;

- our anticipated growth, future market share, and trends in our businesses and operations;

- projected growth and trends in markets relevant to our businesses;

- anticipated trends and impacts related to industry component, substrate, and foundry capacity utilization, shortages, and constraints;

- expectations regarding government incentives;

- future technology trends and developments, such as AI;

- future macro environmental and economic conditions;

- geopolitical tensions and conflicts and their potential impact on our business;

- tax- and accounting-related expectations;

- expectations regarding our relationships with certain sanctioned parties; and

- other characterizations of future events or circumstances.

- the high level of competition and rapid technological change in our industry;

- the significant long-term and inherently risky investments we are making in R&D and manufacturing facilities that may not realize a favorable return;

- the complexities and uncertainties in developing and implementing new semiconductor products and manufacturing process technologies;

- our ability to time and scale our capital investments appropriately and successfully secure favorable alternative financing arrangements and government grants;

- implementing new business strategies and investing in new businesses and technologies;

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

None

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

| 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) | | |

In addition, any statements that refer to our strategy and its anticipated benefits, including our 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 and financing plans; investment plans and impacts of investment 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 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 products, services, and technology, and the expected regulation, availability, and benefits of such products, services, and technology, including future process nodes and packaging technology, product roadmaps, schedules, future product architectures, expectations regarding process performance, per-watt parity, and leadership, and other metrics, and expectations regarding product leadership; projected cost and yield trends; 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 completion of our acquisition of Tower Semiconductor Ltd. (Tower), the sale of our NAND memory business, and the wind-down of our Intel® Optane™ memory business; expected completion and impacts of restructuring activities and cost-saving or efficiency initiatives, including those related to the 2022 Restructuring Program; future cash requirements; availability, uses, sufficiency, and cost of capital resources and sources of funding, including future capital and R&D investments, credit rating expectations, and expected returns to stockholders such as stock repurchases and 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 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; 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.

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.

Our Internet address is *www.intel.com*.

We publish voluntary reports on our website that outline our performance and expectations with respect to corporate responsibility, including environmental, health, and safety compliance.

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*.

We post our quarterly and annual earnings results at *www.intc.com*, and do not distribute our financial results via a news wire service.

All such postings and filings are available on our Investor Relations website free of charge.

The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.

| 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% | | |

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.

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 expect our capital expenditures will continue to be higher than historical levels for the next several years as we execute towards our goal of delivering five technology nodes in four years.

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.

▪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.

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.

| Item 2. | | | Properties | | | Pages [removed: [1](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220)[4](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220), [67](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_220)] [added: [14](#idf7ed2de495a465caefd5bdf5ef2c708_52), [66](#idf7ed2de495a465caefd5bdf5ef2c708_211)] | | |

| Item 1C. | | | Cybersecurity | | | Page [65](#idf7ed2de495a465caefd5bdf5ef2c708_3901)\-[66](#idf7ed2de495a465caefd5bdf5ef2c708_211) | | |

| Item 3. | | | Legal Proceedings | | | Pages [108](#idf7ed2de495a465caefd5bdf5ef2c708_445)\-[111](#idf7ed2de495a465caefd5bdf5ef2c708_448) | | |

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

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | Pages [removed: [11](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_46), [68](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_223)\-[69](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_229)] [added: [11](#idf7ed2de495a465caefd5bdf5ef2c708_46), [66](#idf7ed2de495a465caefd5bdf5ef2c708_214)\-[67](#idf7ed2de495a465caefd5bdf5ef2c708_220)] | | |

| Item 9A. | | | Controls and Procedures | | | Page [removed: [118](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_472)] [added: [115](#idf7ed2de495a465caefd5bdf5ef2c708_460)] | | |

| | | | Disclosure [removed: Pursuant] [added: pursuant] to Section 13(r) of the Securities Exchange Act of 1934 | | | Page [removed: [71](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_238)] [added: [69](#idf7ed2de495a465caefd5bdf5ef2c708_226)] | | |

| Item 10. | | | Directors, Executive Officers, and Corporate Governance | | | Page [removed: [70](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_232),] [added: [68](#idf7ed2de495a465caefd5bdf5ef2c708_223)] (a) | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | Pages [70](#idf7ed2de495a465caefd5bdf5ef2c708_229)\-[114](#idf7ed2de495a465caefd5bdf5ef2c708_454), [116](#idf7ed2de495a465caefd5bdf5ef2c708_463)\-[120](#idf7ed2de495a465caefd5bdf5ef2c708_472) | | |

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

| [removed: ] [added: ] | | | Supplemental Details | | | [removed: 124] [added: 121] | | |

[Table of [removed: Contents](#i8aaa7b4dbd2e419ca0f5c30af85a11aa_16)][added: Contents](#idf7ed2de495a465caefd5bdf5ef2c708_16)]

| | | | [added: January 25, 2024] | | | | | | | | | Financial Officer | | |

| | | | Corporate Vice President, Chief Accounting [removed: Officer] [added: Officer,] and [removed: Principal Accounting Officer] | | |

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

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

| | | | /s/ [removed: DR. ANDREA] [added: JAMES] J. [removed: GOLDSMITH] [added: GOETZ] | | | | | | | | | /s/ [removed: GREGORY D. SMITH] [added: DR. ANDREA J. GOLDSMITH] | | |

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

| | | | /s/ [removed: DR. OMAR ISHRAK] [added: ALYSSA HENRY] | | | | | | | | | /s/ [removed: DION J. WEISLER] [added: DR. OMAR ISHRAK] | | |

| | | | [removed: Dr. Omar Ishrak] [added: Alyssa Henry] | | | | | | | | | [removed: Dion J. Weisler] [added: Dr. Omar Ishrak] | | |

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

| | | | /s/ BARBARA [removed: G] [added: G.] NOVICK | | | | | | | | | [added: /s/ GREGORY D. SMITH] | | |

| | | | Barbara G. Novick | | | | | | | | | [added: Gregory D. Smith] | | |

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

| [removed: ] [added: ] | | | Supplemental Details | | | [removed: 125] [added: 122] | | |

| Signatures | | | | | | Page [122](#idf7ed2de495a465caefd5bdf5ef2c708_478) | | |

*(a) Incorporated by reference to the applicable section of the 2024 Proxy Statement.*

| | | | | | | | | | January 25, 2024 | | |

| | | | | | | | | | | | | January 25, 2024 | | |

| | | | Principal Accounting Officer | | |

| | | | January 25, 2024 | | |

| | | | January 25, 2024 | | | | | | | | | January 25, 2024 | | |

| | | | January 25, 2024 | | | | | | | | | January 25, 2024 | | |

| | | | January 25, 2024 | | | | | | | | | January 25, 2024 | | |

| | | | January 25, 2024 | | | | | | | | | January 25, 2024 | | |

| | | | /s/ LIP-BU TAN | | | | | | | | | /s/ DION J. WEISLER | | |

| | | | Lip-Bu Tan | | | | | | | | | Dion J. Weisler | | |

| | | | January 25, 2024 | | | | | | | | | January 25, 2024 | | |

| | | | /s/ FRANK D. YEARY | | | | | | | | | | | |

| | | | Frank D. Yeary | | | | | | | | | | | |

| | | | January 25, 2024 | | | | | | | | | | | |

| 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.

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.*

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

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

| | | | January 26, 2023 | | |

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

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

| | | | /s/ DR. RISA LAVIZZO-MOUREY | | | | | | | | | /s/ FRANK D. YEARY | | |

| | | | Dr. Risa Lavizzo-Mourey | | | | | | | | | Frank D. Yeary | | |

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