000005086312-3110-KDecember 31,
20222022FYfalsefalse4,137149.20.0010.0015050——0.0010.00110,00010,0004,1374,1374,1374,0704,1374,1374,1374,0701.46001.39001.32
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Note : |
Contract Liabilities |
Contract liabilities consist of prepayments received on long-term
prepaid customer supply agreements toward future product delivery
and other revenue deferrals from regular ongoing business activity.
Contract liabilities were $577 million$498 million as of
December 31, 2022 ($498 million$1.9 billion as of
December 25, 2021).
The following table shows the changes in contract liability
balances relating to long-term prepaid customer supply agreements
during 2022:
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(In Millions) |
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Prepaid customer supply agreements balance as of December 25,
2021 |
|
$ |
43 |
|
|
|
|
Concession payment |
|
(950) |
|
Prepaids utilized |
|
(633) |
|
Prepaid customer supply agreements balance as of December 31,
2022 |
|
$ |
20 |
|
During the first quarter of 2021, we settled an agreement with our
largest prepaid customer, whose prepayment balance made up $1.6
billion of our contract liability balance as of December 26, 2020.
We returned $950 million to the customer and recognized $584
million in revenue for having completed performance of the prepaid
customer supply agreement. The prepaid customer supply agreement is
excluded from the NAND memory business and is recorded as Corporate
revenue in 2022 in the "all other" category presented in "Note 3:
Operating Segments" within the Consolidated Financial Statements.
The following table shows the changes in contract liability
balances relating to long-term prepaid customer supply agreements
during 2022:
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
Prepaid customer supply agreements balance as of December 25,
2021 |
|
$ |
43 |
|
|
|
|
Concession payment |
|
(950) |
|
Prepaids utilized |
|
(633) |
|
Prepaid customer supply agreements balance as of December 31,
2022 |
|
$ |
20 |
|
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2022. |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from
to .
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Commission File Number 000-06217
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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94-1672743 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
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2200 Mission College Boulevard, |
Santa Clara, |
California |
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95054-1549 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(408) 765-8080
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading symbol |
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Name of each exchange on which registered |
Common stock, $0.001 par value |
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INTC |
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Nasdaq Global Select Market |
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.
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Large Accelerated Filer |
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
Emerging Growth Company |
☑ |
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☐ |
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☐ |
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☐ |
☐ |
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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Fundamentals of Our Business |
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Page |
Availability of Company Information |
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Introduction to Our Business |
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A Year in Review |
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Our Strategy |
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Our Capital |
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Management's Discussion and Analysis |
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Our Products
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Segment Trends and Results |
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Consolidated Results of Operations |
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Liquidity and Capital Resources |
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Critical Accounting Estimates
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Non-GAAP Financial Measures |
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Other Key Information |
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Sales and Marketing
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Quantitative and Qualitative Disclosures About Market
Risk |
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Risk Factors
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Properties
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Market for Our Common Stock |
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Information About Our Executive Officers |
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Disclosure Pursuant to Section 13(r) of the Securities Exchange Act
of 1934 |
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Financial Statements and Supplemental Details |
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Auditor's Reports |
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Consolidated Financial Statements |
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Notes to Consolidated Financial Statements
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Key Terms |
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Controls and Procedures |
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Exhibits |
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Form 10-K Cross-Reference Index |
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Forward-Looking Statements
This Form 10-K contains forward-looking statements that involve a
number of risks and uncertainties. Words such as "accelerate,"
"achieve," "aim," "ambitions," "anticipate," "believe,"
"committed," "continue," "could," "designed," "estimated,"
"expect," "forecast," "future," "goals," "grow," "intend,"
"likely," "may," "might," "milestones," "next generation,"
"objective," "on track," "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 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 statements 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 implied in our 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. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements. Readers are urged to carefully
review and consider the various disclosures made in this Form 10-K
and in other documents we file from time to time with the SEC that
disclose risks and uncertainties that may affect our business.
Unless specifically indicated otherwise, the forward-looking
statements in this Form 10-K do not reflect the potential impact of
any divestitures, mergers, acquisitions, or other business
combinations that have not been completed as of the date of this
filing. In addition, the forward-looking statements in this Form
10-K are made 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
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.
Note Regarding Third-Party Information
This Form 10-K includes market data and certain other statistical
information and estimates that are based on reports and other
publications from industry analysts, market research firms, and
other independent sources, as well as management's own good faith
estimates and analyses. Intel believes these third-party
reports to be reputable, but has not independently verified the
underlying data sources, methodologies, or assumptions. The
reports and other publications referenced are generally available
to the public and were not commissioned by Intel. Information
that is based on estimates, forecasts, projections, market
research, or similar methodologies is inherently subject to
uncertainties, and actual events or circumstances may differ
materially from events and circumstances reflected in this
information.
Intel, Arc, Arria, Blockscale, Celeron, Cyclone, Intel Agilex,
Intel Atom, Intel Core, eASIC, Intel Evo, Intel Geti, Intel Inside,
the Intel logo, the Intel Inside logo, Intel Optane, Iris, Killer,
MAX, Movidius, OpenVINO, OpenVINO logo, Pentium, Quark,
Quartus, Stratix, Tofino, Thunderbolt and the Thunderbolt logo,
Intel vPro, and Xeon are trademarks of Intel Corporation or its
subsidiaries.
The Bluetooth®
word mark and logos are registered trademarks owned by Bluetooth
SIG, Inc. and any use of such marks by Intel Corporation is under
license.
* Other names and brands may be claimed as
the property of others.
Availability of Company Information
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.
We use our Investor Relations website,
www.intc.com,
as well as public webcasts, analyst presentations, and investor
days, as routine channels for distribution of important information
about us, including our business, financial condition, and
operations, among other developments. 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 filings at
www.intc.com
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 reports or statements. 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. In addition, 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.
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.


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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.
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Revenue |
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Gross Margin |
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Diluted EPS Attributable to Intel |
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Cash Flows |
■
GAAP $B
■
Non-GAAP $B
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■
GAAP
■
Non-GAAP
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■
GAAP
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Non-GAAP
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Operating Cash Flow $B
■
Adjusted
Free Cash Flow1
$B
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$63.1B |
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42.6% |
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47.3% |
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$1.94 |
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$1.84 |
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$15.4B |
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$(4.1)B |
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GAAP |
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GAAP |
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non-GAAP1
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GAAP |
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non-GAAP1
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GAAP |
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non-GAAP1
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Revenue down 16% from 2021 non-GAAP revenue |
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Gross margin down 12.8 ppts from 2021 |
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Gross margin down 10.8 ppts from 2021 |
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Diluted EPS down $2.92 or 60% from 2021 |
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Diluted EPS down $3.46 or 65% from 2021 |
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Operating cash flow down $14B or 48% |
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Adjusted free cash flow down $15B or 137% |
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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. |
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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. |
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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. |
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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 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.
1
See "Non-GAAP Financial Measures" within MD&A.
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Fundamentals of Our Business
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5
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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. Tower is a leading
foundry for analog semiconductor solutions. The acquisition is
expected to advance our IDM 2.0 strategy by accelerating our global
end-to-end foundry business.
While we continue to work to close within the first quarter of
2023, the transaction may close in the first half of 2023, subject
to certain regulatory approvals and customary closing
conditions.
Strengthening focus on the core business
We reorganized our business units in a way that is designed to
accelerate the execution and innovation of our company by allowing
us to capture long-term growth in both large traditional markets
and high-growth emerging markets, while providing increased
transparency, focus, and accountability.
We announced the implementation of cost-cutting measures, including
a slower pace of hiring and restructuring actions, designed to
reduce operating expenditures and manage the business toward our
long-term financial strategy.
We completed the IPO of Mobileye, building on Mobileye’s revenue
growth and record of innovation and unlocking value for Intel
stockholders.
Committing to positive global impact
In April 2022, we announced our commitment to achieve net-zero
greenhouse gas emissions across our global operations (Scope 1 and
2) by 2040 and to increase the energy efficiency and lower the
carbon footprint of our products and platforms.
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Fundamentals of Our Business
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6
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The entire world is becoming digital as technology is increasingly
central to every aspect of human existence. As we look ahead to the
next decade, we expect to see continued movement to digital for
everything—the way we work, learn, connect, develop, and operate.
Semiconductors are the underlying technology powering the
digitization of everything, and this is being accelerated by
five superpowers: ubiquitous compute, pervasive connectivity,
cloud-to-edge infrastructure, AI, and sensing. Together these
superpowers combine to amplify, and reinforce each other, and will
exponentially increase the world’s need for computing by packing
even more processing capability onto ever-smaller microchips. We
intend to lead the industry by harnessing these superpowers for our
customers’ growth and our own.
We are uniquely positioned with the depth and breadth of our
software, silicon and platforms, and packaging and process
technology with at-scale manufacturing. With these strengths and
the tailwinds of the superpowers driving digital disruption, our
strategy to win is focused on four key themes: product leadership,
open platforms, manufacturing at scale, and our
people.
Our Priorities
Lead and democratize compute with Intel x86 and xPU.
Our product offerings provide end-to-end solutions, scaling from
edge computing to 5G networks, the cloud, and the emerging fields
of AI and autonomous driving, to serve an increasingly smart and
connected world.
At our core is the x86 computing ecosystem, which supports an
extensive and deep universe of software applications, with billions
of lines of code written and optimized for x86 CPUs. We continue to
advance this ecosystem with x86 microarchitectures focused on
performance, which push the limits of low latency and
single-threaded application performance, and microarchitectures
focused on efficiency, which are designed for computing throughput
efficiency to enable scalable multithreaded performance. Our
innovative new 13th Gen client processors (Raptor Lake) combine
both performance cores and efficient cores in a performance hybrid
architecture that can direct workloads to the right core depending
on whether they require higher performance or power efficiency. We
can also combine these architectural advances with our innovations
in process and packaging technology, as in our next-generation
Intel Xeon data center CPU (Sapphire Rapids), which utilizes
performance cores on multiple compute tiles connected through our
EMIB packaging technology in a scalable design, rather than being
built on a monolithic silicon die.
Beyond the CPU, we are delivering a growing family of xPU products,
which encompass client and data center GPUs, IPUs, FPGAs, and other
accelerators. The xPU approach recognizes that different workloads
benefit from different computing architectures, and our broad
portfolio helps meet our customers' increasingly diverse computing
needs. As part of our strategy, we seek to develop and offer
leading products across each of these architectural categories. Our
vision is that our products will help enable a future in which
every human can have one petaflop of computing power and one
petabyte of data less than one millisecond away.
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Fundamentals of Our Business
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7
|
We aim to deliver open software and hardware platforms with
industry-defining standards.
Around the globe, companies are building their networks, systems,
and solutions on open standards-based platforms. Intel has helped
set the stage for this movement, with our historic contributions in
developing standards such as CXL, Thunderbolt™, and PCI Express*
(PCIe*). We also contributed to the design, build, and validation
of open-source products in the industry such as Linux*, Android*,
and others. The world's developers constantly innovate and expand
the capabilities of these open platforms while increasing their
stability, reliability, and security. In addition, microservices
have enabled the development of flexible, loosely coupled services
that are connected via application programming interfaces to create
end-to-end processes. We use industry collaboration,
co-engineering, and open-source contributions to accelerate
software innovation. Through our oneAPI initiative, developers use
a unified language across CPUs, GPUs, and FPGAs to cut down on
development time and to enhance productivity. We also deliver a
steady stream of open-source code and optimizations for projects
across virtually every platform and usage model. We are committed
to co-engineering and jointly designing, building, and validating
new products with software industry leaders to accelerate mutual
technology advancements and help new software and hardware work
better together. Our commitment extends to developers through our
developer-first approach based on openness, choice, and
trust.
Ultimately, we believe our pivot to a software-defined,
silicon-enhanced strategy will enable us to realize value at all
layers of the stack. This should allow us to continue to monetize
foundational and ecosystem enabling software through hardware
sales, limited licensing, and customer-enabling service offerings.
Additionally, we intend to expand our software portfolio by
developing and monetizing software solutions, services, and
platforms with SaaS, software subscriptions, and other business
models. We expect to focus on applied AI, trust and security, and
cloud performance for our SaaS and subscription-based software and
we plan to launch our first security SaaS product, Project Amber
(an independent attestation service), in 2023.
IDM 2.0, the next evolution and expansion of our IDM model, is
a differentiated strategy that combines three
capabilities:
Internal factory network. Our
global, internal factory network has been foundational to our
success, enabling product optimization, improved economics, and
supply resilience. We intend to remain a leading developer of
process technology and a major manufacturer of semiconductors and
will continue to build the majority of our products in our
factories.
Strategic use of foundry capacity.
We expect to expand our use of third-party foundry manufacturing
capacity, which will provide us with increased flexibility and
scale to optimize our product roadmaps for cost, performance,
schedule, and supply. Our use of foundry capacity will include
manufacturing for a range of modular tiles on advanced process
technologies.
System foundry.
We are building a world-class foundry business to meet the growing
long-term global demand for semiconductors. We plan to
differentiate our foundry offerings from those of others through a
combination of leading-edge packaging and process technology,
committed capacity in the US and Europe available for customers
globally, and a world-class IP portfolio that will include x86
cores, as well as other ecosystem IP. The current foundry model
enabled explosion of ecosystem innovation at the wafer level. We
believe this established model has historically served the industry
well, but a new mindset is needed in our new era of chipmaking. As
innovation evolves, we see the rack has collapsed into a system and
the system has collapsed into an advanced package. We are building
out a system foundry that has four components: wafer fabrication,
packaging, chiplet standard, and software.
The system foundry involves engaging with customers at multiple
levels, from basic wafer manufacturing to helping define and
implement their desired system architecture. We intend to build our
customers' silicon designs and deliver full end-to-end customizable
products built with our advanced packaging technology.
We believe our IDM 2.0 strategy enables us to deliver leading
process technology and products to meet growing long-term demand
using internal and external capacity, while leveraging our core
strengths to provide foundry services to others and providing
superior capacity, supply resilience, and an advantageous cost
structure.
Our world-class talent is at the heart of everything we do.
Together we strive to have a positive effect on business, society,
and the planet.
Delivering on our strategy and growth ambitions requires
attracting, developing, and retaining top talent from across the
world. Our people build our technology, unlock new business
opportunities, and work with our partners and customers to create
global impact.
Fostering a culture of empowerment, inclusion, and accountability
is also core to our strategy. We are committed to creating an
inclusive workplace where the world’s best engineers and
technologists can fulfill their dreams and create technology that
improves the life of every person on the planet.
Growth Imperative
We are investing to position the company for accelerated long-term
growth, focusing on both our core businesses and our growth
businesses. In our client and server businesses, our strategy is to
invest to strengthen the competitiveness of our product roadmap and
to explore new opportunities. We believe we have significant
opportunities to grow and gain share in graphics; mobility,
including autonomous driving; networking and edge; and foundry
services.
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Fundamentals of Our Business
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8
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Focus on Innovation and Execution
We are focused on executing our product and process roadmap and
accelerating our cadence of innovation. We have set a detailed
process and packaging technology roadmap and announced key
architectural innovations to further our goal of delivering
leadership products in every area in which we compete. We are
returning our culture to its roots in innovation and execution,
drawing on principles established by our former CEO Andy Grove that
emphasize discipline and accountability. This includes
re-establishing OKRs throughout the organization to drive a common
purpose.
To help us execute toward our IDM 2.0 strategy, we are leveraging
our Smart Capital approach. This approach is designed to enable us
to adjust quickly to opportunities in the market, while managing
our margin structure and capital spending. The key elements of
Smart Capital include:
▪Smart
capacity investments.
We are aggressively building out manufacturing shell space, which
gives us flexibility in how and when we bring additional capacity
online based on milestone triggers such as product readiness,
market conditions, and customer commitments.
▪Government
incentives.
We are continuing to work with governments in the US and Europe to
advance incentives for domestic manufacturing capacity for
leading-edge semiconductors.
▪SCIP.
We are accessing strategically aligned capital to increase our
flexibility and help efficiently accelerate and scale manufacturing
build-outs. This type of co-investment also demonstrates how
private capital is unlocked and becomes a force multiplier for
government incentives for semiconductor manufacturing
expansion.
▪Customer
commitments.
IFS is working closely with potential customers and exploring their
willingness to make advance payments to secure capacity. This
provides us with the advantage of committed volume, de-risking
investments while providing capacity corridors for our foundry
customers.
▪External
foundries.
We intend to continue our use of external foundries where their
unique capabilities support our leadership
products.
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Fundamentals of Our Business
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9
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We deploy various forms of capital to execute our strategy in a way
that seeks to reflect our corporate values, help our customers
succeed, and create value for our stakeholders.
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Capital |
Strategy |
Value |
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Financial |
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Leverage financial capital to invest in ourselves and drive our
strategy, provide returns to stockholders and supplement and
strengthen our capabilities through acquisitions.
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We strategically invest financial capital to create long-term value
and provide returns to our stockholders.
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Intellectual |
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Invest significantly in R&D and IP to enable us to deliver
on our accelerated process technology roadmap, introduce leading
x86 and xPU products, and develop new businesses and
capabilities. |
We develop IP to enable next-generation products, create synergies
across our businesses, expand into new markets, and establish and
support our brands.
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Manufacturing |
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Build manufacturing capacity efficiently to
meet the growing long-term global demand for semiconductors,
aligned with our IDM 2.0 strategy. |
Our geographically balanced manufacturing scope and scale enable us
to provide our customers with a broad range of leading-edge
products. |
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Human |
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Build a diverse, inclusive, and safe work environment to attract,
develop, and retain top talent needed to build transformative
products. |
Our talented employees enable the development of solutions and
enhance the intellectual and manufacturing capital critical to
helping our customers win the technology inflections of the
future. |
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Social and Relationship |
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Build trusted relationships for both Intel and our stakeholders,
including employees, suppliers, customers, local communities, and
governments. |
We collaborate with stakeholders on programs to empower underserved
communities through education and technology, and on initiatives to
advance accountability and capabilities across our global supply
chain, including accountability for the respect of human
rights. |
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Natural |
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Strive to reduce our environmental footprint through efficient and
responsible use of natural resources and materials used to create
our products. |
With our proactive efforts, we seek to mitigate climate and water
impacts, achieve efficiencies, and lower costs, and position
ourselves to respond to the expectations of our
stakeholders. |
Comprehensive ESG and Corporate Responsibility Strategy:
RISE
Our commitment to corporate responsibility and sustainability
leadership is deeply integrated throughout our business. We strive
to create an inclusive and positive work environment where every
employee has a voice and a sense of belonging, and we are proactive
in our efforts to reduce our environmental footprint through
efficient and responsible use of natural resources and
materials.
We continue to raise the bar for ourselves and leverage our
leadership position in the global technology ecosystem to make
greater strides in corporate responsibility and apply technology to
address social and environmental challenges. Through our
RISE
strategy, we aim to create a more
responsible,
inclusive,
and
sustainable
world,
enabled
by our technology and the expertise and passion of our employees.
In addition to our 2030 RISE goals established in 2020, in April
2022 we announced our commitment to achieve net-zero greenhouse gas
emissions across our global operations (Scope 1 and 2) by 2040 and
to increase the energy efficiency and lower the carbon footprint of
our products and platforms. These are ambitious goals that
strengthen our commitment to sustainable business practices under
our RISE strategy. Our corporate responsibility strategy is
designed to increase the scale of our work through collaboration
with our stakeholders and other organizations; we know that we
cannot achieve the broad social impact to which we aspire by acting
alone. More information about our RISE goals, including progress we
have made toward achieving them, is included in our Corporate
Responsibility Report1.
1
The contents of our Corporate Responsibility Report are referenced
for general information only and are not incorporated by reference
in this Form 10-K.
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Fundamentals of Our Business
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Our Capital
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10
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We take a disciplined approach to our financial capital allocation
strategy, which continues to focus on building stockholder value
and is driven by our priority to invest in the business and
capacity and our capital needs. We also seek to pay competitive
dividends and, from time-to-time, engage in mergers and
acquisitions with a focus on adjacencies and complementary
technology. As we invest in our IDM 2.0 strategy and implement our
next phase of capacity expansions and the acceleration of our
process technology roadmap, our allocation priorities have shifted
more heavily toward investing in the business and away from stock
repurchases. In the long term, we will continue to look for
opportunities to further our strategy through acquisitions while
remaining disciplined on capital allocation.
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Cash from Operating Activities $B |
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Cash from Operating Activities
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Adjusted Free Cash Flow1
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Our Financial Capital Allocation Strategy
Invest in the Business
Our first allocation priority is to invest in R&D and capital
spending to capitalize on the opportunity presented by the world's
demand for semiconductors. We also respond to changing business and
economic conditions. We adjusted and refocused our capital
investment for 2022 and in the short term, while accelerating the
deployment of our Smart Capital strategy.
Return Excess Cash to Stockholders
Our capital allocation strategy includes returning excess cash to
stockholders. We achieve this through our dividend policy and when
permissible, stock repurchases. We expect our future stock
repurchases to continue to be significantly below our levels from
2021 and recent preceding years due to our current curtailment of
this program.
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R&D and Capital Investments $B |
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Cash to Stockholders $B |
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■
R&D
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Logic
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Memory2
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Repurchases
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Dividend
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Acquire and Integrate
Our capital allocation strategy also includes opportunistic
investment in and acquisition of companies that complement our
strategic objectives. We look for acquisitions that supplement and
strengthen our capital and R&D investments. Our key
acquisitions over the last three years include the pending
acquisition of Tower
and
our 2020 acquisition of Moovit to accelerate Mobileye’s MaaS
offering.
We take action when investments do not strategically align to our
key priorities, and in 2022 we completed the first closing of the
divestiture of our NAND memory business and began winding down our
Intel Optane memory business. Additionally, in 2020 we completed
the divestiture of the majority of our Home Gateway Platform, a
division of CCG.
1
See "Non-GAAP Financial Measures" within
MD&A.
2
2021 and 2022 capital investments in Memory are not presented due
to the divestiture of the NAND memory business announced in October
2020. 2018-2020 capital investments presented include
Memory.
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Fundamentals of Our Business
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Our Capital
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11
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Research and Development
R&D investment is critical to enable us to deliver on our
accelerated process technology roadmap, introduce leading products,
and develop new businesses and capabilities in the future. We seek
to protect our R&D efforts through our IP rights and may
augment R&D initiatives by acquiring or investing in companies,
entering into R&D agreements, and directly purchasing or
licensing technology.
Areas Key to Product Leadership
We have intensified our focus on areas key to product leadership.
Our objective with each new generation of products is to improve
user experiences and value through advances in performance, power,
cost, connectivity, security, form factor, and other features. We
also focus on reducing our design complexity, re-using IP, and
increasing ecosystem collaboration to improve our
efficiency.
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Process and packaging.
Our leading-edge process and packaging technology and world-class
IP portfolio are key to the success of our strategy. This year, we
have reaffirmed our commitment to achieving process technology
leadership in 2025 by planning to deliver five technology nodes in
four years. In addition, we have solidified our process and
packaging offerings to external customers through IFS.
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▪We
introduced further optimizations to our Intel 7 process node, which
is now in production for our 13th
Gen Intel Core processors (Raptor Lake).
▪Intel
4, taking advantage of EUV, is a node that is designed to deliver
significant density scaling and approximately 20%
performance-per-watt improvement over Intel 7. Meteor Lake is
scheduled to be our first high-volume client product on Intel
4.
▪We
expect Intel 3 to deliver further logic scaling and up to 18%
performance-per-watt improvement over Intel 4. Intel 3 is our first
advanced node offered to IFS customers and is optimized for the
needs of Data Center products.
▪Intel
20A will follow Intel 3 and will introduce two breakthrough
technologies that we expect will deliver up to 15%
performance-per-watt improvement over Intel 3: RibbonFET and
PowerVia. RibbonFET, our implementation of a gate-all-around
transistor, is designed to deliver faster transistor switching
speeds while achieving the same drive current as multiple fins, but
in a smaller footprint. PowerVia is our unique industry-first
implementation of backside power delivery that is designed to
optimize signal transmission by eliminating the need for power
routing on the front side of the wafer.
▪Intel
18A, our second IFS advanced node offering, improves on Intel 20A
by delivering ribbon innovation for design optimization and line
width reduction. Intel 18A is on schedule and expected to deliver
an additional 10% improvement in performance per watt over Intel
20A.
▪Beyond
Intel 18A, we have already initiated definition and development of
our next two process nodes and continue to define, build, and
develop the next-generation High Numerical Aperture EUV lithography
into our process technology roadmap.
▪Our
family of 3D advanced packaging technology will usher in the next
generation of Foveros technology, enabling us to mix multiple top
die tiles with multiple base tiles across mixed fab nodes, giving
Intel and our customers greater flexibility for disaggregated chip
designs. Our future Foveros Direct technology should scale
interconnect pitch below 10µm, enable direct copper-to-copper
bonding for low-resistance interconnects, and blur the boundary
between wafer and package.
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xPU architecture.
We believe the
future is a diverse mix of scalar, vector, matrix, and spatial
architectures deployed in CPU, GPU, accelerator, and FPGA sockets,
enabled by a scalable software stack and integrated into systems by
advanced packaging technology. We are building processors that span
several major computing architectures, moving toward an era of
heterogeneous computing:
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▪CPU.
We started shipping our 4th Gen Intel Xeon Scalable processors
(Sapphire Rapids) based on Intel 7 with the new Golden Cove core,
built-in AI acceleration, cryptographic acceleration, and advanced
security capabilities. We also launched our 13th Gen Intel Core
processors (Raptor Lake), which will scale from thin and light
laptops to enthusiast desktop and notebook platforms. These are
based on a hybrid architecture utilizing Raptor Cove performance
cores and Gracemont power-efficient cores and are socket-compatible
with Alder Lake systems.
▪GPU
and HPC.
Following the Q1 2022 launch of the first Intel®
Arc™-branded laptop GPUs (A3 series), in Q4 2022 we launched the
high-performance desktop GPUs (A7 series). Intel Arc GPUs offer
dedicated graphics capability to power premium laptop and desktop
experiences. Intel Arc A-Series GPUs come with advanced
technologies to enable immersive gaming and powerful content
creation in modern, portable designs. In Q4 2022, we also
introduced the Intel®
Max Series product family with two leading-edge products for
high-performance computing and AI: Intel®
Xeon®
CPU Max Series (also known as Sapphire Rapids HBM) and
Intel®
Data Center GPU Max Series (also known as Ponte Vecchio). These new
products will power the upcoming Aurora supercomputer at Argonne
National Laboratory and will help progress our vision of increasing
the computing power of every human.
▪Interconnect.
Mount Evans, Intel’s first ASIC IPU, is designed to address the
complexity of diverse and dispersed data centers. An IPU is
designed to enable cloud and communication service providers to
reduce overhead and free up performance for CPUs.
▪Matrix
Accelerator.
In Q2 2022, we launched our second-generation deep learning
processors for training and inference: Habana Gaudi2* and Habana
Greco*. These new processors address an industry gap by providing
customers with high-performance, high-efficiency, deep-learning
compute choices for both training workloads and inference
deployments in the data center, while lowering the AI barrier to
entry for companies of all sizes.
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Fundamentals of Our Business
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Our Capital
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12
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Software.
Software unleashes the potential of our hardware platforms across
all workloads, domains, and architectures.
▪In
2022, oneAPI adoption continued to expand across the industry.
oneAPI enables developers to build cross-architecture applications
using a single code base across CPUs, GPUs, and FPGAs to reduce
development time and enhance productivity. Our oneAPI-based tools
take advantage of unique hardware features and lower software
development and maintenance costs. Developers can choose the best
architecture for the problem at hand without rewriting their entire
code base, accelerating their time to value.
▪We
seek to accelerate adoption of oneAPI and Intel software developer
tools through diverse ecosystem activities, including developer
training, summits, centers of excellence, and access to Intel
hardware and software through a developer cloud. The
Intel®
DevCloud, currently in public beta release, will host global users
spanning AI, data science, high-performance computing, media and
graphics, and other accelerated computing workloads.
▪We
believe AI will be ubiquitous, and with our tools and the broad
open software ecosystem, we are well-positioned to scale AI. We
optimize for the most widely used AI frameworks and libraries,
including TensorFlow, Pytorch, Scikit-learn, NumPy, XGBoost, and
Spark, with certain optimizations delivering up to 100 times
performance improvements to support end-to-end AI. We also develop
innovative Intel software to accelerate developer productivity,
such as OpenVINO™, Intel®
Neural Compressor, BigDL, and AI software reference
kits.
▪We
seek to continually improve our system and foundational-level
software in support of our client, data center, networking, and
graphics products, delivering AI-optimized software across the
stack, including BIOS, firmware, simulation, operating systems, and
virtualization.
IP Rights
We own and develop significant IP and related IP rights around the
world that support our products, services, R&D, and other
activities and assets. Our IP portfolio includes patents,
copyrights, trade secrets, trademarks, mask works, and other
rights. We actively seek to protect our global IP rights and to
deter unauthorized use of our IP and other assets.
We have obtained patents in the US and other countries. Because of
the fast pace of innovation and product development, our products
are often obsolete before the patents related to them expire, and
in some cases our products may be obsolete before the patents are
granted. As we expand our product offerings into new areas, we also
seek to extend our patent development efforts. In addition to
developing patents based on our own R&D efforts, we may
purchase or license patents from third parties.
The software that we distribute, including software embedded in our
products, is entitled to copyright and other IP protection. To
distinguish our products from our competitors' products, we have
obtained trademarks and trade names for our products, and we
maintain cooperative advertising programs with customers to promote
our brands and to identify products containing genuine Intel
components. We also protect details about our processes, products,
and strategies as trade secrets, keeping confidential the
information that we believe provides us with a competitive
advantage.
Efforts to protect our IP can be difficult, particularly in
countries that provide less protection to IP rights and in the
absence of harmonized international IP standards. Competitors and
others may already have IP rights covering similar products. There
is no assurance that we will be able to obtain IP rights covering
our own products or that we will be able to obtain IP licenses from
other companies on favorable terms or at all. For a discussion of
IP-related risks, see "Risk Factors" within Other Key Information.
While our IP rights are important to our success, our business as a
whole is not significantly dependent on any single patent,
copyright, or other IP right.
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Fundamentals of Our Business
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Our Capital
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13
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As the guardians of Moore's Law, we continuously innovate to
advance the design and manufacturing of semiconductors to help
address our customers' greatest challenges. This makes possible new
leadership products with higher performance while balancing power
efficiency, cost, and size.
Our IDM 2.0 strategy allows us to deliver leadership products using
internal and external capacity while leveraging our core strengths
to provide foundry services to others. IDM 2.0 combines three
capabilities. First, we will continue to build most of our products
in Intel fabs. Second, we expect to expand our use of third-party
foundry capacity to manufacture a range of modular tiles on
advanced process technologies. Third, we are building a world-class
foundry business with IFS, which we expect will combine
leading-edge packaging and process technology, committed capacity
in the US and Europe, and a world-class IP portfolio that will
include x86 cores, as well as other ecosystem IP.
Network and Supply Chain
In 2022, our factories performed well in a highly dynamic
environment, where we adapted to rapid demand shifts and industry
component shortages affecting us and our customers. We continue to
work across our supply chain to minimize disruptions, improve
productivity, and increase overall capacity and output to meet
customer expectations.
Our global supply chain supports internal partners across
architecture, product design,
technology development, manufacturing and operations, sales and
marketing, and business units, and our supply ecosystem comprises
thousands of suppliers globally. Our mission is to enable product
and process leadership, industry-leading total cost of ownership,
and on-time and uninterrupted supply for our customers.
We supplement our own manufacturing capacity through our use of
third-party foundries.
As of the end of 2022, we had nine manufacturing sites in
production — five wafer fabrication facilities and four assembly
and test facilities. The following map shows these factory sites
and the countries where we have a significant R&D and/or sales
presence. In our continued response to COVID-19, we maintained the
operational measures put in place in 2020 and 2021 to enable a
continued safe environment for our employees and the operation of
our manufacturing sites.
Our manufacturing facilities are primarily used for silicon wafer
manufacturing, assembling, and testing of our platform products. We
operate in a network of manufacturing facilities integrated as
though they were one factory to provide the most flexible supply
capacity, allowing us to better analyze our production costs and
adapt to changes in capacity needs. Our new process technologies
are transferred from a central development fab to each
manufacturing facility. After transfer, the network of factories
and the development fab collaborate to continue driving operational
improvements. This enables fast ramp of the operation, quick
learning, and quality control.
We are expanding manufacturing capacity across multiple sites,
including Arizona, Ireland, Israel, and Oregon as well as New
Mexico and Malaysia for advanced packaging. This year, we broke
ground on our new site in Ohio and officially added Germany to our
roadmap.
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Fundamentals of Our Business
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Our Capital
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14
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Our human capital strategy is grounded in our belief that our
people are fundamental to our success. Delivering on our strategy
and growth ambitions requires attracting, developing, and retaining
top talent across the world. We are committed to creating an
inclusive workplace where the world’s best engineers and
technologists can fulfill their dreams and create technology that
improves the life of every person on the planet. We invest in our
highly skilled workforce of 131,900 people by creating practices,
programs, and benefits that support the evolving world of work and
our employees’ needs.
Fostering a culture of empowerment, inclusion, and accountability
is also core to our strategy. We are focused on reinvigorating our
culture to strengthen our execution and accelerate our cadence of
innovation. Our values—customer first, fearless innovation, results
driven, one Intel, inclusion, quality, and integrity—inspire us and
are key to delivering on our purpose. All employees are responsible
for upholding these values, the Intel Code of Conduct, and Intel's
Global Human Rights Principles, which form the foundation of our
policies and practices and ethical business culture.
Talent Management
We
continue to see significant competition for talent throughout the
semiconductor industry. Though we slowed the pace of hiring in the
second half of 2022 in line with macroeconomic forecasts, financial
performance, and cost-cutting measures, and took actions to
rebalance our workforce, the investments we are making to
accelerate our process technology require continued and focused
efforts to attract and retain talent—especially technical talent.
Our undesired turnover rate1
was 5.6% in both 2022 and 2021.
We invest significant resources to develop the talent needed to
remain at the forefront of innovation and make Intel an employer of
choice. We offer extensive training programs and provide rotational
assignment opportunities and are working to update our job
architecture to help employees create custom learning curricula for
building skills and owning their careers. To further support the
growth and development of our people, we continue to increase
mentoring in our technical community, drive engagement through
employee resource groups, and promote health and wellness resources
to all our people. Through our annual Employee Experience Survey
and Manager Development Feedback Survey, employees can voice their
perceptions of the company, their managers, their work experience,
and their learning and development opportunities. Our employees'
voices are important to enable our culture of continuous
improvement, and as a result, we link a portion of our executive
and employee performance bonus to participation in our Employee
Experience Survey. Our performance management system is designed to
support our cultural evolution and to increase our focus on
disciplined OKRs.
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Inclusion |
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Diversity and inclusion are core elements of Intel's values and
instrumental to driving innovation and positioning us for growth.
Over the past decade, we have taken actions to integrate diversity
and inclusion expectations into our culture, performance and
management systems, leadership expectations, and annual bonus
metrics. We are proud of what we have accomplished to advance
diversity and inclusion, but we recognize we can achieve more,
including beyond the walls of Intel. Our RISE strategy and 2030
goals set our global ambitions for the rest of the decade,
including doubling the number of women in senior leadership;
doubling the number of underrepresented minorities in US senior
leadership; increasing the percentage of employees who
self-identify as having a disability to 10%; and exceeding 40%
representation of women in technical roles, including engineering
positions and other roles with technical job requirements. To drive
accountability, we continue to link a portion of our executive and
employee compensation to diversity and inclusion
metrics.
We have committed our scale, expertise, and reach through our
comprehensive RISE strategy to work with customers and other
stakeholders to accelerate the adoption of inclusive business
practices across industries. As part of the Alliance for Global
Inclusion, we worked with a coalition of technology companies to
create a Global Inclusion Index Survey, which serves as a benchmark
for companies to track diversity and inclusion improvements,
provide information on current best practices, and highlight
opportunities to improve outcomes across industries. The results of
the second Global Inclusion Index Survey were published in 2022 and
shared with business leaders across industries. The number of
companies that completed the inclusion index in 2022 nearly doubled
compared to in 2021. This collective effort will allow the industry
to more clearly identify actions needed to advance progress on
closing persistent gaps and advancing more inclusive practices in
workplaces, industry, and society. The survey results for 2022
showed participants making progress in many of these areas. We will
also continue to collaborate on initiatives that expand the diverse
pipeline of talent for our industry, advance social equity, make
technology fully inclusive, and expand digital readiness for
millions of people around the world.
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1
Undesired turnover includes all regular Intel employees who
voluntarily left Intel, but does not include Intel contract
employees, interns, or employees who separated from Intel due to
divestiture, retirement, voluntary separation packages, death, job
elimination, or redeployment.
2
Senior leadership refers to salary grades 10+ and equivalent
grades. While we present male and female, we acknowledge this is
not fully encompassing of all gender identities.
3
The term underrepresented minority (URM) is used to describe
diverse populations, including Black/African American, Hispanic,
and Native American employees in the US.
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Fundamentals of Our Business
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Our Capital
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15
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Compensation and Benefits
We structure pay, benefits, and services to meet the varying needs
of our employees. Our total rewards package includes
market-competitive pay, broad-based stock grants and bonuses, an
employee stock purchase plan, healthcare and retirement benefits,
paid time off and family leave, parent reintegration, fertility
assistance, flexible work schedules, sabbaticals, and on-site
services. Since 2019, we have achieved gender pay equity globally
and we continue to maintain race/ethnicity pay equity in the US. We
achieve pay equity by closing the gap in average pay between
employees of different genders or race/ethnicity in the same or
similar roles after accounting for legitimate business factors that
can explain differences, such as location, time at grade level, and
tenure. We have also advanced transparency in our pay and
representation data by publicly releasing our EEO-1 survey pay data
since 2019. We believe that our holistic approach toward pay
equity, representation, and creating an inclusive culture enables
us to cultivate a workplace that helps employees develop and
progress in their careers at all levels. Our “hybrid-first”
approach to working was informed by employees surveyed around the
globe and involves the majority of our employees splitting their
time between working remotely and in the office. Hybrid-first and
remote work options cast a wider recruitment net and support our
ambition to hire the best global talent. Currently, there is no
company-wide mandate on the number of days per week employees
should be on site or how they should collaborate. Our goal is to
enable remote and on-site work where it drives the best output,
while ensuring our employees have equitable access to systems,
resources, and opportunities that allow them to
succeed.
Health, Safety, and Wellness
Our commitment to Intel's Environmental, Health, and Safety Policy
is to provide a safe and injury-free workplace. We regularly invest
in programs designed to improve physical, mental, and social
well-being. We provide access to a variety of innovative, flexible,
and convenient health and wellness programs, including on-site
health centers, and we aim to increase awareness of and support for
mental and behavioral health. In support of our RISE goals, we will
continue to build our strong safety culture and drive the global
expansion of our corporate wellness program through employee
education and engagement activities.
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Social and Relationship Capital
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We are committed to engaging in initiatives that support our
communities and help us develop trusted relationships with our
stakeholders. Proactive engagement with our stakeholders and
investments in social impact initiatives, including those aligned
with the United Nations Sustainable Development Goals, advance our
position as a leading corporate citizen and create shared value for
Intel, our global supply chain, and our communities.
Economic and social.
The health of our business and local economies depends in part on
continued investments in innovation. We provide high-skill,
high-paying jobs around the world, many of which are manufacturing
and R&D jobs located in our own domestic and international
factories. As we expand operations in Arizona, Oregon, Ohio, and
Europe, we are building a pipeline of qualified workers through our
talent strategy and the many investments we are making in
education. We also benefit economies through our R&D ecosystem
spending, sourcing activities, employee spending, and tax payments.
We make sizable capital investments and provide leadership in
public-private partnerships to spur economic growth and
innovation.
We stand at the forefront of new technologies that are increasingly
being used to empower individuals, companies, and governments
around the world to solve global challenges. We aim to empower
people through education and advance social initiatives to create
career pathways into the technology industry. This includes our
global Intel Digital Readiness Programs, such as AI for Youth and
AI for Workforce, scaled in partnership with governments and
institutions to empower individuals with digital readiness and AI
skills. Additionally, we invest in multi-year partnerships with
historically Black colleges and universities in the US to increase
the number of Black/African Americans who pursue electrical
engineering, computer engineering, and computer science fields. Our
employees and retirees share their expertise through volunteer
initiatives in the communities where we operate, volunteering
approximately 2.81
million hours over the past three years. These efforts contribute
to our RISE goal to volunteer 10 million hours over a decade.
COVID-19 presented challenges over the last few years for in-person
volunteering, but we continued to see an outpouring of support from
employees for virtual volunteering, donations, and innovative
technology projects to support our communities, and in 2022, a
return to more in-person volunteering. Since 2020, we announced and
further expanded upon the Intel RISE Technology Initiative, which
provides an expanded channel to build deeper relationships with our
customers and partners aligned with our corporate purpose and work
to create shared value through our RISE strategy. Specifically, we
are funding projects in areas such as using technology to improve
health and safety, making technology more inclusive while expanding
digital readiness, and carbon-neutral computing to help address
climate change.
Human rights commitment.
We are committed to maintaining and improving processes to avoid
complicity in human rights violations related to our operations,
supply chain, and products. We have established an integrated
approach to managing human rights across our business, including
senior-level management involvement, with board-level oversight. We
also meet throughout the year with external stakeholders and
experts on human rights to continue to inform and evolve our human
rights policies and oversight processes. While we do not always
know, nor can we control, what products our customers create or the
applications end users may develop, we do not tolerate our products
being used to violate human rights. When we become aware of a
concern that our products are being used by a business partner in
connection with abuses of human rights, our policies require that
we restrict or cease business with the third party until we have
high confidence that our products are not being used to violate
human rights.
1
This is a preliminary estimate. The final number will be reported
in our 2022-23 Corporate Responsibility Report, to be issued later
in 2023.
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Fundamentals of Our Business
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Our Capital
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16
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Supply
Chain Responsibility
We actively manage our supply chain to help reduce risk, improve
product quality, achieve environmental and social goals, and
improve overall performance and value creation for Intel, our
customers, and our suppliers. To drive responsible and sustainable
practices throughout our supply chain, we have robust programs to
educate and engage suppliers that support our global manufacturing
operations. We actively collaborate with other companies and lead
industry initiatives on key issues such as improving transparency
around climate and water impacts in the global electronics supply
chain and, as part of our RISE strategy, we are advancing
collaboration across our industry on responsible minerals sourcing.
Through these efforts we help set electronics industry-wide
standards, develop audit processes, and conduct
training.
Over the past decade, we have directly engaged with our suppliers
to verify compliance and build capacity to address risks of forced
and bonded labor and other human rights issues. We perform supplier
audits and identify critical direct suppliers to engage through
capability-building programs, which help suppliers build
sustainability acumen and verify compliance with the Responsible
Business Alliance and our Code of Conduct. We also engage with
indirect suppliers through our programs on forced and bonded labor,
responsible minerals, and supplier diversity. To achieve our RISE
goals, we are significantly expanding the number of suppliers
covered by our engagement activities.
The supply chain environmental team is also actively engaging
suppliers to measure and reduce their greenhouse gas emissions
footprints, and the resulting impact on our footprint, in order to
meet our long-term emissions reductions goals.
Our commitment to diversity and inclusion also extends to our
suppliers. We believe a diverse supply chain supports greater
innovation and value for our business. We have set additional
spending targets with women-owned suppliers outside the US and with
minority-owned suppliers globally to accelerate progress toward our
goal to increase global annual spending with diverse suppliers by
100% to reach $2 billion in annual spending by 2030. We continue to
only retain or use outside law firms in the US that are above
average on diversity for their equity partners and apply a similar
rule to firms used by our tax department, including non-legal
firms.
Driving to the lowest possible environmental footprint as we grow
helps us create efficiencies, support our communities, and respond
to the needs of our stakeholders. We invest in environmental
projects and set company-wide environmental targets to drive
reductions in greenhouse gas emissions, energy and water use, and
waste generation. We build energy efficiency into our products to
help our customers lower their own emissions, energy usage and
costs, and we collaborate with policymakers and other stakeholders
to use technology to address environmental challenges.
In April 2022, we announced our new goal to reach net-zero
greenhouse gas emissions in our operations by 2040, creating an
important target to strengthen our commitment to sustainable
business practices. Our 2030 RISE goals continue to be important
milestones to drive to higher levels of operational efficiency,
including a goal of a 10% reduction in our greenhouse gas emissions
on an absolute basis by 2030. We continue to take action on
emissions reduction strategies focused on emissions abatement,
additional investments in renewable electricity, process and
equipment optimization, and energy conservation. Our RISE strategy
also focuses on addressing climate change impacts upstream and
downstream in the value chain. This includes improving product
energy efficiency and increasing our "handprint"—the ways in which
Intel technologies can help others reduce their footprints,
including Internet of Things solutions that enable intelligence in
machines, buildings, supply chains, and factories, and make
electrical grids smarter, safer, and more efficient.
In Q3 2022, we completed our inaugural green bond issuance of $1.3
billion principal amount of senior notes. We are using the proceeds
from the green bond offering to fund projects that support our
investments in sustainable operations, which can include items such
as green buildings, energy efficiency, circular economy and waste
management, greenhouse gas emissions reductions, water stewardship,
and renewable energy. The first annual green bond impact report
will be published in 2023 to provide an update on the allocation of
the net proceeds.
Energy
We focus on reducing our own climate change impact, and over the
past two decades have reduced our direct and indirect greenhouse
gas emissions associated with energy consumption. Through our RISE
goals, we have committed to a goal of conserving 4 billion kWh of
energy this decade. We have conserved approximately 973
million
kWh1
of energy cumulatively since 2020. We also invest in renewable
electricity and on-site alternative energy projects in support of
our 2030 goal to achieve 100% renewable electricity use across our
global operations. In 2022, continuing our practice of linking a
portion of our executive and employee performance bonus to our
corporate sustainability metrics, we linked a portion of the
performance bonus to our 2022 target to reach 90% renewable
electricity use globally. We reached our target and achieved
approximately 91%1
renewable electricity usage globally in 2022.
1
This is a preliminary estimate. The final number will be reported
in our 2022-23 Corporate Responsibility Report, to be issued later
in 2023.
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Fundamentals of Our Business
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Our Capital
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17
|
Water Stewardship
Water is essential to the semiconductor manufacturing process. We
use ultrapure water to remove impurities from our silicon wafers,
and we use fresh and reclaimed water to run our manufacturing
facility systems. Through our RISE goals, we have committed to
achieve net positive water globally, and as part of that effort,
conserve 60 billion gallons of water in this decade. Water
conservation reduces the amount of water needed from fresh water
sources; we have conserved
approximately 26.2 billion gallons1
of water and enabled restoration of approximately 6.6
billion gallons1
of water since 2020. In 2022, we linked a portion of our executive
and employee performance bonus to our targets to conserve 8.5
billion gallons of water and restore 2.5 billion gallons of water
to local watersheds, both of which we achieved.
Circular Economy and Waste Management
We have long been committed to waste management, recycling, and
circular economy strategies
that enable the recovery and productive re-use of waste
streams.
Our 2030 goals include a target of zero total
waste2
to landfill, as well as implementation of circular economy
strategies for 60% of our manufacturing waste streams in
partnership with our suppliers.
We continue to focus on opportunities to upcycle waste by improving
waste segregation practices and collaborating with our suppliers to
evaluate new technologies for waste recovery.
Governance and Disclosure
We are committed to transparency around our carbon footprint and
climate risk, and use the framework developed by the TCFD to inform
our disclosure on climate governance, strategy, risk management,
and metrics and targets. For governance and strategy, we follow an
integrated approach to address climate change, with multiple teams
responsible for managing climate-related activities, initiatives,
and policies, with senior-level management involvement and
board-level oversight, including the Corporate Governance and
Nominating Committee. We describe our overall risk management
processes in our Proxy Statement, and describe our climate-related
risks and opportunities in our annual Corporate Responsibility
Report, the Intel Climate Change Policy, and "Risk Factors" within
this Form 10-K. In addition to what is included within this Form
10-K, information about and progress toward our RISE goals is
included in our Corporate Responsibility Report. Our Corporate
Responsibility Report also includes a mapping of our disclosure to
the TCFD and SASB frameworks. The Corporate Responsibility Report
and our CDP Climate Change Survey are available on our website and
are published annually.3
1
This is a preliminary estimate. The final number will be reported
in our 2022-23 Corporate Responsibility Report, to be issued later
in 2023.
2
Intel defines zero waste as less than 1%.
3
The contents of our website and our Corporate Responsibility
Report, Climate Change Policy, and CDP Climate Change Survey are
referenced for general information only and are not incorporated by
reference in this Form 10-K.
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Fundamentals of Our Business
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Our Capital
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18
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Management's Discussion and Analysis
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Our Products
We are a global IDM of CPUs and related solutions that we design,
develop, manufacture, market, sell, support and service. Our CPUs
and related solutions are incorporated in computing and related end
products and services, and utilized globally by consumers,
enterprises, governments, and educational organizations. Our
customers primarily include OEMs, ODMs, cloud service providers,
and other equipment manufacturers that we market and sell to
directly through our global sales and marketing organizations and
indirectly through channel partners. We manufacture our products at
our fabrication and assembly and test facilities located throughout
the world.
Our CPU and related product offerings provide end-to-end solutions,
scaling from edge computing to 5G networks, the cloud, and the
emerging fields of AI and autonomous driving. Products, such as our
gaming CPUs, may be sold directly to end consumers, or they may be
further integrated by our customers into end products such as
notebooks and storage servers. Combining some of these products—for
example, integrating FPGAs with Intel Xeon processors in a data
center solution—enables incremental synergistic value and
performance. We launched new products in 2022, such as the 12th Gen
Intel Core HX
processors, the final products in our Alder Lake family; Raptor
Lake, our 13th Gen Intel 7 client product; and Sapphire Rapids, the
first of our 4th Gen Intel Xeon Scalable processors. We also added
to our graphics offerings with the introduction of Ponte Vecchio
and Alchemist.

Our diverse product line includes CPU and chipset, an SoC, or a
multichip package based on Intel®
architecture that processes data and controls other devices in a
system. The primary CPU products in CCG are our Intel Core
processors, which include designs specifically for notebook and
desktop applications. The primary CPU product in DCAI is our Intel
Xeon processor, which includes solutions for data center compute,
networking, and the intelligent edge. The primary offerings of NEX
include Intel Xeon, Intel Core, and Intel Atom®
processor products.
During 2022, we managed our business through the operating segments
that are presented below and have included the 2022, 2021 and 2020
financial results for each segment. "Note 3: Operating Segments”
within the Notes to Consolidated Financial Statements of this Form
10-K reconciles our segment revenues presented below to our total
revenues, and our segment operating margin (loss) presented below
to our total operating margin (loss), for each of the periods
presented. We have also included a discussion of our 2022, 2021 and
2020 consolidated results of operations and related information
subsequent to the operating segment discussion below.

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Overview |
% Intel Revenue |
We are committed to advancing PC experiences by delivering an
annual cadence of leadership products and deepening our
relationships with industry partners to co-engineer and deliver
leading platform innovation. We engage in an intentional effort
focused on long-term operating system, system architecture,
hardware, and application integration that enables industry-leading
PC experiences. We will embrace these opportunities by simplifying
and focusing our roadmap, ramping PC capabilities even more
aggressively, and designing PC experiences even more deliberately.
By doing this, we believe we will continue to fuel innovation
across Intel, providing a growing source of IP, scale, and cash
flow.
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Key Developments |
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■
|
Our revenue was $31.7 billion, down 23% in 2022, driven by
macroeconomic weakness that negatively impacted PC TAM,
particularly in the consumer, education and small/medium business
markets. Operating margin was $6.3 billion, down 60% year over year
primarily due to lower notebook and desktop revenue, higher unit
costs, increased investments in leadership products, and higher
inventory reserves.
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■
|
COVID-related dynamics like work- and learn-from-home solidified
the PC as an essential tool in the post-pandemic world. We launched
our 12th Gen Intel Core H, S, U, and P-series processors and
introduced our 13th Gen Intel Core processor family starting with
our desktop processors, the second iteration of our performance
hybrid architecture built on Intel 7 process
technology. |
■
|
We worked with industry partners to co-engineer and deliver more
than 153 verified Intel®
Evo™ designs and grew the commercial market segment with the launch
of our Intel vPro®
platform with the 12th Gen Intel Core processor and commercial
offerings.
|
Market and Business Overview
Market Trends and Strategy
In 2022, the PC business experienced one of the most challenging
years in recent history, resulting from a softening macroeconomic
environment and inflationary pressures. Despite these headwinds in
2022—which resulted in a double-digit TAM
decline1—PC
usage remains strong, demonstrating the increased utility and value
of the PC and we believe ultimately supporting a TAM well above
pre-pandemic levels, once this period of adjustment subsides. The
significant behavior changes that took shape amid the pandemic
solidified the PC as an essential tool in people's
lives.
PC density, including PCs per household, increased during the
pandemic, which irreversibly changed the way we focus, create,
connect, and care for each other2.
In addition, the installed base of PCs per student continues to
grow compared to pre-pandemic levels. Commercial growth
opportunities also remain as corporations expand the size of their
PC fleets, while also replacing older devices. Currently,
approximately 200 million commercial devices are more than four
years old3.
The experience and capabilities delivered on new PCs are
dramatically better today, reinforcing the opportunity to drive a
refresh cycle among enterprise customers.
As we continue on our strategy to develop more competitive products
and more capabilities for customers, we are designing our product
roadmap to drive product leadership grounded in a philosophy of
openness and choice. We deliver value to our customers by
leveraging our engineering capabilities and working with our
partners across an open, innovative ecosystem to deliver technology
that drives every major vector of the computing experience,
including performance, battery life, connectivity, graphics, and
form factors to create the most advanced PC platforms.
Products and Competition
We released our 13th Gen Intel Core desktop processors, the second
generation of our performance hybrid architecture, which combines
efficient-cores and performance-cores to deliver performance and
experiences that are scalable across all PC market segments. The
13th Gen processor family is expected to deliver uncompromised
computing performance for every PC segment and out to the edge. In
total, we expect to deliver more than 500 designs from partners
across major multinational corporations and leading
manufacturers.
We operate in a particularly competitive market. In processors, we
compete with AMD and vendors who design applications processors
based on ARM architecture, such as Qualcomm Inc. (Qualcomm), and,
increasingly, Apple Inc. (Apple), with its M1 and M2 products. We
expect this competitive environment to continue to intensify in
2023.
Our role as a technology leader is more important than ever, and
our commitment to creating an open ecosystem is critical to
delivering on our ambition. This is why we embrace and collaborate
with a vibrant ecosystem of OEM partners to identify innovation
vectors and deliver leadership technologies together. The breadth
of a robust ecosystem like Microsoft Windows/x86 is a powerful
combination, bringing together hundreds of companies around the
globe and creative and innovative advancements that are not
possible for one company to deliver alone.
Unique to Intel, we innovate beyond the CPU to deliver premium PC
experiences with Intel Evo and Intel vPro platforms. More than 150
advanced laptop designs have been built on the Intel Evo platform,
and we test and verify these to confirm they deliver key experience
indicators such as responsiveness, battery life, instant wake, and
connectivity. Intel vPro is designed for enterprise needs and
delivers increased productivity improvements, connectivity,
security features, and remote manageability.
Through our efforts to increase internal and external capacity,
supply availability for our products has improved, which enables us
to service our customers in a more consistent and responsive
manner. We have also seen near-term improvements in industry-wide
constraints, which include improvements in third-party component
availability and a stabilization of lead times for those
components. We remain committed to further remove bottlenecks of
third-party components and prepare for longer term demand
growth.
1
Source: Intel calculated 2022 TAM derived from industry analyst
reports.
2
Source. Intel calculated PC density from industry analyst
reports.
3
Source: Intel calculated volume of devices over four years old from
industry analyst reports and internal data.
Financial Performance
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CCG Revenue $B |
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CCG Operating Income $B |
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Notebook
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Desktop
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Other
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2022 vs. 2021
▪Notebook
revenue was $18.8 billion, down $6.7 billion from 2021. Notebook
unit sales decreased 36%, driven by lower demand in the consumer
and education market segments, and notebook ASPs increased 15% due
to an increased mix of commercial and consumer products and a lower
mix of education products.
▪Desktop
revenue was $10.7 billion, down $1.8 billion from 2021. Desktop
unit sales decreased 19%, driven by lower demand in the consumer
and education market segments, and desktop ASPs increased 5%,
primarily from an increased mix of commercial
products.
▪Other
revenue was $2.3 billion, down $923 million from 2021, primarily
driven by the continued ramp down from the exit of our 5G
smartphone modem business and lower demand for our wireless and
connectivity products.
2021 vs. 2020
▪Notebook
revenue increased $546 million. Notebook unit sales increased 8%,
driven by consumer and commercial recovery from COVID-19 lows
offset by 6% lower ASPs due to strength in consumer and education
market segments.
▪Desktop
revenue increased $1.3 billion. Desktop unit sales increased 8%,
driven by recovery in desktop demand driven by consumer and
commercial recovery from COVID-19 lows, and ASP increased 3%,
driven by commercial recovery from COVID-19.
▪Other
revenue decreased $1.3 billion, primarily driven by the continued
ramp down from the exit of our 5G smartphone modem and Home Gateway
Platform businesses, partially offset by strength in wireless and
connectivity.
Operating income decreased 60% year over year, and operating margin
was 20% in 2022 and 38% in 2021.
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(In Millions) |
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$ |
6,266 |
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2022 Operating Income |
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(3,047) |
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|
Lower gross margin from notebook revenue |
|
|
(2,183) |
|
|
Higher notebook and desktop unit cost primarily from increased mix
of Intel 7 products |
|
|
(1,306) |
|
|
Lower gross margin from desktop revenue |
|
|
(1,284) |
|
|
Higher operating expenses driven by increased investments in
leadership products |
|
|
(969) |
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|
Higher period charges primarily driven by inventory reserves taken
in 2022 |
|
|
(320) |
|
|
Lower CCG other product gross margin driven by lower demand for our
wireless and connectivity products and the continued ramp down from
the exit of our 5G smartphone modem business |
|
|
(262) |
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|
Higher period charges primarily associated with the ramp of Intel
4 |
|
|
(162) |
|
|
Higher period charges related excess capacity charges |
|
|
192 |
|
|
Lower period charges due to a benefit related to insurance proceeds
received for business interruption and property damage that
occurred in 2020 |
|
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(97) |
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Other |
|
|
$ |
15,704 |
|
|
2021 Operating Income |
|
|
(840) |
|
|
Higher period charges primarily associated with ramp up of Intel 4
and subsequent ramp down of 14nm |
|
|
(675) |
|
|
Higher operating expenses driven by increased investment in
leadership products |
|
|
(290) |
|
|
Lower gross margin from notebook revenue |
|
|
(140) |
|
|
Higher period charges driven by less sell-through of reserves on
products in 2021 as compared to in 2020, and additional reserves
taken in 2021 |
|
|
1,080 |
|
|
Higher gross margin from desktop revenue |
|
|
660 |
|
|
Lower unit cost primarily due to cost improvements in 10nm
SuperFin |
|
|
165 |
|
|
Lower period charges primarily driven by a decrease in engineering
samples |
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(56) |
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Other |
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|
$ |
15,800 |
|
|
2020 Operating Income |
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Overview |
% Intel Revenue |
DCAI delivers industry-leading workload-optimized solutions to
cloud service providers and enterprise customers, along with
silicon devices for communications service providers and
high-performance computing customers. We are uniquely positioned to
deliver solutions to help solve our customers’ most complex
challenges with the depth and breadth of our hardware and software
portfolio combined with silicon and platforms, advanced packaging,
and at-scale manufacturing made possible by being the world’s only
IDM at scale. Our customers and partners include cloud
hyperscalers, MNCs, small and medium-sized businesses, independent
software vendors, systems integrators, communications service
providers, and governments around the world.
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Key Developments |
|
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■
|
Our revenue was $19.2 billion, down 15% in 2022, driven by
challenging macroeconomic conditions and industry supply
constraints, that both negatively impacted TAM, in addition to
competitive pressures and product execution delays. Operating
margin was $2.3 billion, down 73% year over year, primarily due to
top-line headwinds paired with process node acceleration and
increased investments in leadership products.
|
■
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We began high-volume manufacturing of 4th Gen Intel Xeon Scalable
processors and started shipping to customers, including Amazon Web
Services and Google Cloud.
|
■
|
We launched five new Intel FPGA products, including the
Intel®
Agilex™ FPGA, which extends capabilities to cost-optimized,
lower-power, and small-form factor applications, including embedded
and edge. We also launched Habana Gaudi2 and Habana Greco, our
second-generation deep-learning processors for training and
inference.
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We introduced an innovative service-based security implementation,
named Project Amber, which provides customers and partners with a
secure foundation for confidential computing, secure and
responsible AI, and quantum-resistant crypto in the quantum
era. |
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|
Market and Business Overview
Market Trends and Strategy
Data is a significant force in society and is generated daily at an
unprecedented pace. The desire to harness insights from data to
drive better outcomes for businesses and society is ever-expanding.
AI is nearly pervasive in all applications, creating the potential
for intelligence everywhere, and enabling powerful new uses of
compute resources across all market segments. The installed base of
Intel Xeon processors combined with our rich portfolio of
heterogeneous compute solutions (FPGAs, GPUs, IPUs, and AI
accelerators) position us to lead in this high-growth area. DCAI is
integral to our growth in AI through deep investments in the AI
ecosystem, developer tools, frameworks, technologies, and open
standards to drive a scalable path forward.
We take a system-level approach that supplies the necessary
hardware and software that are optimized for power and
performance.
Our technology is differentiated at the system level and in
high-growth workloads based on our integrated hardware acceleration
engines and software. For example, architected into our Intel Xeon
processors are Intel®
Advanced Matrix Extensions (Intel®
AMX) for AI acceleration; Intel®
Software Guard Extensions (Intel®
SGX), providing enclaves of protected memory to deliver enhanced
security for sensitive data; and Intel®
Crypto Acceleration that delivers breakthrough performance across a
host of important cryptographic algorithms. This is the type of
acceleration and differentiated performance that we believe will
continue to drive our value and growth across our customer
base.
Products and Competition
Our products and services include:
|
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■
|
A portfolio of hardware, including Intel Xeon processors, Intel
Agilex and Intel®
Stratix®
FPGAs, Intel®
eASIC™ devices, Habana Gaudi and Habana Greco AI
accelerators.
|
■
|
Platform enabling and validation in partnership with ODMs, OEMs,
and independent software vendors.
|
■
|
Optimized solutions for leading workloads such as AI, cryptography,
security, and networking, leveraging differentiated features
supporting diverse compute environments.
|
We offer customers a broad portfolio of silicon and software
designed to provide workload-optimized performance. Our hardware
portfolio comprises CPUs, domain-specific accelerators, and FPGAs.
Each of these is designed to support the performance, agility, and
security that our customers demand. This hardware portfolio
strategy and investment in complementary software enable users to
execute their workloads with low latency and on the most
appropriate hardware for their needs.
Our competitors include AMD, providers of GPU products such as
NVIDIA, companies developing their own custom silicon, and new
entrants developing ARM- and RISC-V-based products customized for
specific data center workloads. We expect this competitive
landscape to continue.
The Intel Xeon Scalable processor family delivers advanced CPUs for
the data center, the network, and edge, driving industry-leading
performance, manageability, and security with differentiated
features and capabilities. All major hyperscale customers have
deployed services using 3rd Gen Intel Xeon processors. The 4th Gen
Intel Xeon Scalable processors will ramp up throughout 2023. Our
4th generation introduces new accelerators to provide more options
for developers to adapt to changes and optimize for workloads, such
as AI, analytics, networking, storage, and high-performance
computing.
Our Habana Gaudi AI training accelerator is at the forefront of AI
solutions for data centers and in 2022, the second generation of
deep learning processors for training and inference were launched
with Habana Gaudi2 and Habana Greco. These new processors address
an industry gap by providing customers with high-performance,
high-efficiency deep learning compute choices for both training
workloads and inference deployments in the data center while
lowering the AI barrier to entry for companies of all
sizes.
Our FPGA and structured ASIC portfolio enhances Intel’s ability to
meet the needs of customers in the data center, across the network,
and at the edge. We are shipping our Intel Agilex FPGA family,
featuring industry-leading FPGA fabric performance, power
efficiency, and transceiver performance. We released our Intel
eASIC N5X device family (Diamond Mesa) for low-latency 5G network
acceleration, hyperscale acceleration and storage, AI, and edge
applications. We also introduced an FPGA-based IPU (Oak Springs
Canyon) that enables superior security capabilities and allows our
hyperscale customers to isolate the infrastructure from the tenant
workloads running on Intel Xeon.
The ubiquity of Intel Xeon in the installed base, along with our
heterogeneous compute solutions combined with software that unlocks
the value of our hardware, enable our customers to develop highly
differentiated solutions. Our integrated approach has created
significant value for Intel, our customers and our partners by
helping us mitigate risks, reduce costs, build brand value, and
identify new market opportunities to apply our technology to
address our customers' and society’s most complex
issues.
Financial Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCAI Revenue $B |
|
DCAI Operating Income $B |
|
2022 vs. 2021
Revenue was $19.2 billion, down $3.5 billion from 2021, due to a
decrease in server revenue, partially offset by higher other DCAI
revenue. Server volume decreased 16% from 2021, led by enterprise
customers in a competitive environment, and due to customers
tempering purchases to reduce existing inventories in a softening
data center market. Server ASPs decreased 5% from 2021, driven by a
higher mix of revenue from hyperscale customers. Other DCAI revenue
increased 14% due to growth in our FPGA business.
2021 vs. 2020
Revenue was $22.7 billion, down $722 million, primarily due to
lower server revenue, partially offset by increased revenue from
other DCAI products. Server volume decreased 4%, driven by an
increasingly competitive environment, partially offset by recovery
in government and broader market products.
Operating income decreased 73% year over year, and operating margin
was 12% in 2022 and 37% in 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
|
|
$ |
2,288 |
|
|
2022 Operating Income |
|
|
(3,330) |
|
|
Lower gross margin from server revenue |
|
|
(1,139) |
|
|
Higher period charges primarily associated with the ramp up of
Intel 4 |
|
|
(1,001) |
|
|
Higher operating expenses driven by increased investments in
leadership products |
|
|
(671) |
|
|
Higher server unit cost from increased mix of 10nm SuperFin
products |
|
|
(441) |
|
|
Higher period charges driven by inventory reserves taken in
2022 |
|
|
(305) |
|
|
Higher other period charges primarily related to product
development costs |
|
|
(189) |
|
|
Higher period charges related to excess capacity
charges |
|
|
702 |
|
|
Higher gross margin from DCAI other product revenue |
|
|
223 |
|
|
Lower period charges due to a benefit related to insurance proceeds
received for business interruption and property damage that
occurred in 2020 |
|
|
$ |
8,439 |
|
|
2021 Operating Income |
|
|
(1,050) |
|
|
Higher DCAI server unit cost primarily from increased mix of 10nm
SuperFin products |
|
|
(820) |
|
|
Higher period charges primarily driven by ramp up of Intel 4 and
subsequent ramp down of 14nm |
|
|
(725) |
|
|
Lower gross margin from server revenue |
|
|
(475) |
|
|
Higher operating expenses driven by investment in leadership
products |
|
|
(65) |
|
|
Higher period charges driven by increased engineering
samples |
|
|
375 |
|
|
Higher gross margin from other DCAI product revenue |
|
|
130 |
|
|
Lower period charges driven by absence of reserves taken in 2020,
partially offset by reserves recorded in 2021 |
|
|
(7) |
|
|
Other |
|
|
$ |
11,076 |
|
|
2020 Operating Income |
|
|

|
|
|
|
|
|
|
|
|
Overview |
% Intel Revenue |
NEX lifts the world's networks and edge compute systems from
inflexible fixed-function hardware to general-purpose compute,
acceleration, and networking devices running cloud native software
on programmable hardware. We work with partners and customers to
deliver and deploy intelligent edge platforms that allow software
developers to achieve agility and to drive automation using AI for
efficient operations while securing the integrity of their data at
the edge. We have a broad portfolio of hardware and software
platforms, tools, and ecosystem partnerships for the rapid digital
transformation happening from the cloud to the edge. We are
leveraging our core strengths in process, software, and
manufacturing at scale to grow traditional markets and to
accelerate entry into emerging ones.
|
|
|
|
|
Key Developments |
|
|
|
|
■
|
Our revenue was $8.9 billion, up 11% in 2022, driven by the cloud
networking and telecommunications market segments. Most notably, we
saw strength in our Ethernet ASPs and in 5G product demand.
Operating margin was $740 million, down $971 million year over year
primarily due to higher investments in product roadmap leadership
and process node acceleration, and higher inventory
reserves.
|
■
|
We announced the Mount Evans IPU, Intel's first dedicated
ASIC-based IPU, the Intel Xeon D-1700 series, the Intel Xeon D-2700
series, and the 4th Gen Intel Xeon processor with
Intel®
vRAN Boost.
|
■
|
We continue to update solutions to improve developers' digital
strategies and to accelerate market adoption of edge and AI
applications. We announced 12th
Gen Intel Core Processors for Internet of Things Edge and the
Intel®
Geti™ computer vision platform with OpenVINO toolkit built
in.
|
■
|
We continue to work with our ecosystem partners like Ericsson,
Nokia, Cisco, Dell Technologies, HPE, Lenovo, Amazon, Google, and
Microsoft to drive the software defined transformation of the
world’s network and edge infrastructure and accelerate AI driven
automation of physical operations.
|
Market and Business Overview
Market Trends and Strategy
The Internet is undergoing a shift toward a cloud-to-edge
infrastructure, combining unrivaled scale and capacity in the cloud
with faster response times at nearby edges. As AI inference is
transforming and automating every industry—from factories to smart
cities and hospitals—the demand for high-performance computing at
the edge has expanded exponentially. Networks are moving toward
software, becoming more programmable and flexible.
Our network and edge solutions aim to (1) move the world's networks
to run in software on Intel technologies at the core of cloud data
centers, the public Internet, and public and private 5G/6G
networks; (2) deploy and run software that monitors and controls
factories, cities, commerce, energy, and healthcare on Intel
technologies; and (3) run every workload at the edge, between the
cloud and the end user, whether deployed by a CSP, CoSP, or an
alternative service provider.
Products and Competition
With a greater emphasis on systems and solutions designed to
harness the growth of data processed at the edge to yield insights,
our competitive landscape has shifted beyond application-specific
standard product vendors to include cloud, network, and AI
computing platform providers.
Today, we speed the deployment of network and edge computing
solutions based on our open software frameworks and broad silicon
portfolio to address a broad range of applications in many
markets.
Cloud Networking:
Our cloud customers require uncompromised data center network
performance and reliability. Intel®
Intelligent Fabric allows customers to program network behavior
from end to end, from one Intel Xeon server to the next, through
Intel®
Ethernet NICs, IPUs, and Ethernet Switch ASICs. This control gives
customers the ability to advance and differentiate their cloud
infrastructure based on the unique needs of their business. The
IPU, a new class of product introduced by Intel, is an open and
programmable compute platform that frees up more compute cycles for
customers by running infrastructure workloads in a separate,
secure, and isolated set of CPU cores. Our Intel®
Silicon Photonics Optical Transceivers are the backbone of the data
center network, building reliable optical links on an
industry-leading manufacturing process.
Telecommunications Networks:
Intel led the world’s shift to running networking workloads in
software and created network function virtualization, providing
customers with more efficient, cost-effective, and programmable
platforms. Now we are leading the first wave of 5G core network
deployments and demonstrating that 5G base stations can be almost
entirely built from software running on Intel Xeon processors with
Intel vRAN Boost.
Our growth comes from moving fixed-function networks onto Intel
Xeon Scalable processors and Intel Xeon D processors running our
FlexCore and FlexRAN™ software. Our customers are tier-one global
communication service providers and their equipment suppliers. Our
software-based cloud RAN platform allows operators to deploy the
fastest cloud-native 5G infrastructure quickly and efficiently at
scale to meet the needs of their end customers.
On-premises Edge:
More than just a silicon provider, we partner with companies to
design and deliver solutions to help a wide range of customers
transform their businesses and take advantage of the rapidly
increasing number of connected devices and customers. We develop
high-performance compute platforms that solve for technology and
business use cases that scale across vertical industries and
embedded markets such as retail, banking, hospitality, education,
manufacturing, energy, healthcare, and medical.
A common architecture from intelligent edge platforms based on our
Intel Xeon, Intel Core, Intel Atom and vision processing unit
silicon portfolio reduces complexity in the ecosystem and helps our
customers create, store, and process data at the edge, analyzing it
faster and acting on it sooner. Software frameworks like the
OpenVINO toolkit enable software developers to deploy new
automation solutions on Intel hardware, particularly for those
running AI inference workloads.
Software and Platforms:
Our customers’ need for flexibility, programmability, and
versatility drives workloads toward software and away from
fixed-function hardware. As networking in the cloud, core network,
5G, and private networks move to software, and as our edge
customers increasingly deploy AI inference applications, we aim to
simplify innovation on Intel hardware. We support our customers
with open, containerized software frameworks, such as
Intel®
Smart Edge, the OpenVINO toolkit, and the Infrastructure Programmer
Developer Kit, enabling the network to continue to improve and
evolve without locking customers into a single solution. Intel Geti
software is designed to enable teams to rapidly develop AI models,
and its intuitive computer vision solution is designed to reduce
the time needed to build models by easing the complexities of model
development and harnessing greater collaboration between teams at
the edge.
Financial Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEX Revenue $B |
|
NEX Operating Income $B |
|
2022 vs. 2021
Revenue was $8.9 billion, up $897 million from 2021, driven by
higher Ethernet ASPs and increased demand for 5G products,
partially offset by lower demand for Network Xeon. Ethernet demand
declined in Q4 2022 due to lower server demand, and Edge demand
declined in Q4 2022 due to macroeconomic factors.
2021 vs. 2020
Revenue was $8.0 billion, up $844 million, primarily driven by
higher demand for Edge products amid recovery from the economic
impacts of COVID-19, as well as a recovery in cloud networking
revenue. These increases were partially offset by a reduction in
the 5G networking volume from elevated levels in 2020.
Operating income decreased 57% year over year, and operating margin
was 8% in 2022 and 21% in 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
|
|
$ |
740 |
|
|
2022 Operating Income |
|
|
(530) |
|
|
Higher operating expenses driven by increased investments in
leadership products |
|
|
(461) |
|
|
Higher period charges primarily associated with the ramp up of
Intel 4 |
|
|
(359) |
|
|
Higher period charges driven by reserves taken in 2022 and lack of
sell-through of reserves compared to 2021 |
|
|
(150) |
|
|
Higher period charges primarily due to other product
enhancements |
|
|
(98) |
|
|
Lower gross margin from Network Xeon revenue |
|
|
522 |
|
|
Higher gross margin from Ethernet revenue |
|
|
191 |
|
|
Lower unit cost primarily from10nm SuperFin products |
|
|
|
|
|
|
|
(86) |
|
|
Other |
|
|
$ |
1,711 |
|
|
2021 Operating Income |
|
|
895 |
|
|
Lower NEX unit cost due to cost improvements in the 10nm SuperFin
process |
|
|
285 |
|
|
Lower period charges due to reserve sell through and a decrease in
engineering samples |
|
|
215 |
|
|
Higher gross margin from NEX revenue, primarily driven by Ethernet
and Edge |
|
|
(300) |
|
|
Higher operating expenses primarily due to roadmap
investments |
|
|
(220) |
|
|
Higher period charges primarily associated with the ramp of Intel
4 |
|
|
(10) |
|
|
Other |
|
|
$ |
846 |
|
|
2020 Operating Income |
|
|

|
|
|
|
|
|
|
|
|
Overview |
% Intel Revenue |
Mobileye is a global leader in driving assistance and self-driving
solutions. Our product portfolio is designed to encompass the
entire stack required for assisted and autonomous driving,
including compute platforms, computer vision, and machine
learning-based perception; mapping and localization, driving
policy, and active sensors in development. We pioneered ADAS
technology more than 20 years ago, and have continuously expanded
the scope of our ADAS offerings while leading the evolution to
autonomous driving solutions. Our unique assets in ADAS allow for
building a scalable self-driving stack that meets the requirements
for both robotaxi and consumer-owned autonomous vehicles. Our
customers and strategic partners include major global OEMs, Tier 1
automotive system integrators, and public transportation
operators.
|
|
|
|
|
Key
Developments |
|
|
|
|
■
|
We achieved record revenue in 2022 of $1.9 billion, up 35%,
primarily driven by higher demand for EyeQ®
products and the introduction of Mobileye SuperVision*. Operating
income was $690 million, up 25%, primarily due to higher revenues
partially offset by increased investments in leadership
products.
|
■
|
2022 was a very active year as we launched EyeQ-based systems into
233 different vehicle models, achieved a record-setting volume of
projected future design wins, including wins for our
next-generation EyeQ6 chip, and advanced solutions such as
Cloud-enhanced ADAS and Mobileye SuperVision*.
|
■
|
On October 26, 2022, we completed the IPO
of Mobileye class A common shares (class A shares),
and certain other equity financing transactions,
which represented approximately 6% of the capital stock of
Mobileye, and our class A shares began trading on the Nasdaq Global
Select Market under the symbol “MBLY”.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market and Business Overview
Market Trends and Strategy
While the automotive industry has moderately recovered from the
effects of the COVID-19 pandemic and from acute supply chain
shortages, with approximately 6% growth in global vehicle
production year over year, production in 2022 was still roughly 8%
below 2019 levels. We expect ADAS volumes to continue to grow
faster than overall global vehicle production in the coming years
and anticipate long-term ADAS growth from continued increases in
the percentage of vehicles that are equipped with basic ADAS
features from the factory. In addition to potential volume growth,
our portfolio of advanced solutions has the potential to drive
higher average system price over time.
Beyond ADAS solutions, we believe that the availability of AVs will
cause a significant transformation in mobility, including vehicle
ownership and utilization. We expect that AV technology will
eventually be accessed by consumers through shared-vehicle MaaS
networks and in consumer-owned and operated AVs. We are pursuing
this market trend by using our eyes-on/hands-off Mobileye
SuperVision* solution as a baseline to scale to our
eyes-off/hands-off Chauffeur* consumer AV product in a variety of
operational design domains. As it relates to AMaaS, we intend to
primarily go to market by supplying Mobileye Drive* self-driving
system to transportation network companies, public transit
operators, and suppliers of AV-ready vehicle platforms. In some
cases, we expect to bundle our Mobileye Drive self-driving system
with Moovit’s urban mobility and transit intelligence application
and its global user base.
Products and Competition
We currently ship a variety of ADAS solutions to a large number of
global automakers. We are recognized for our top-rated safety
solutions globally, and since 2007, we have introduced numerous
industry-first ADAS products.
We are building a robust portfolio of end-to-end ADAS and
autonomous driving solutions to provide the capabilities needed for
the future of autonomous driving, leveraging a comprehensive suite
of purpose-built software and hardware technologies. We pioneered
“base” ADAS features to enhance vehicle safety and to meet global
regulatory requirements and safety ratings with our driver assist
solution and we have since created new categories of ADAS with our
cloud-enhanced driver assist and premium driver assist offerings
such as Mobileye SuperVision*. By leveraging Mobileye SuperVision’s
full-surround computer vision and True Redundancy*, we are
developing Chauffeur, our consumer AV solution and Mobileye Drive,
our Level 4 autonomous driving solution designed for fleet
deployment. Though our current offerings to Tier 1 and OEM
customers do not include cameras, radars, lidar systems, or other
sensors (except in particular cases), we have radar and lidar
products that are currently in advanced development stages, which
we intend to offer to customers in the future.
The ADAS and autonomous driving industries are highly competitive.
In the ADAS and consumer AV market, we face competition primarily
from other external providers, including Tier 1 automotive
suppliers and silicon providers, and in-house solutions developed
by OEMs. Our Tier 1 customers may be developing or may in the
future develop competing solutions. In the autonomous driving
market, including AMaaS and consumer AV, we face competition from
technology companies; internal development teams from the
automakers themselves, sometimes in combination with investments in
early-stage autonomous vehicle technology companies, Tier 1
automotive companies, and robotaxi providers.
Financial Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobileye Revenue $B |
|
Mobileye Operating Income $B |
|
|
|
|
Revenue and Operating Income Summary |
2022 vs. 2021
Revenue was $1.9 billion, up $483 million from
2021,
primarily driven by higher demand for EyeQ products and Mobileye
SuperVision* systems.
Operating income was $690 million, up $136 million from
2021,
primarily due to higher revenue, partially offset by increased
investments in leadership products.
2021 vs. 2020
Revenue was $1.4 billion, up $419 million, driven by improvement in
global vehicle production, recovery from the economic impacts of
COVID-19, and increasing adoption of ADAS compared to 2020.
Operating income was $554 million, up $231 million, due to higher
revenue driven by improvement in global vehicle production,
recovery from the economic impacts of COVID-19, and increasing
adoption of ADAS compared to 2020.

|
|
|
|
|
|
|
|
|
Overview |
% Intel Revenue |
AXG delivers products and technologies designed to help our
customers solve the toughest computational problems. Our vision is
to enable persistent and immersive computing, at scale and
accessible by billions of people within milliseconds, which drives
an incredible demand for compute—from endpoints to data centers.
Our portfolio includes CPUs for high-performance computing and GPUs
targeted for a range of workloads and platforms, from gaming and
content creation on client devices to delivering media and gaming
in the cloud, and the most demanding high-performance computing and
AI workloads on supercomputers. To address new market opportunities
and emerging workloads, we also develop solutions such as custom
accelerators with blockchain acceleration.
|
|
|
|
|
|
|
|
Key
Developments |
|
|
|
|
■
|
Our revenue was $837 million, up 8% in 2022. Operating loss was
$1.7 billion, compared to a loss of $1.2 billion in 2021, primarily
due to increased inventory reserves taken and investments in our
product roadmap.
|
■
|
We launched our Intel Arc A-series GPUs, also known as Alchemist,
which offer industry-leading advanced features, including hardware
accelerated ray tracing, Xe
Super Sampling AI-driven upscaling technology, and
Intel®
Deep Link technology.
|
■
|
We launched Ponte Vecchio, the first Xe-based
GPU optimized for high-performance computing and AI
workloads.
|
Market and Business Overview
Market Trends and Strategy
We are surrounded by immersive and visual content. Technology has
made great advances in computer graphics, gaming and media, and AI
supercomputing technologies that have enabled us to push toward
simulating everything. The pursuit of simulating everything is
driving the demand for accelerated computing. To address that
opportunity, we are developing products that cover gaming and
content creation, and that can enable consumers to experience
immersive, photo-realistic virtual worlds. Our high-performance
computing products are intended to power supercomputers that
simulate our world from submicron levels to the entire galaxy. We
are also building tailored products and have custom design services
that we believe will unlock additional market
opportunities.
We leverage Intel’s expansive portfolio of IP cores and
technologies, from our process and packaging to our x86
architecture and a rich set of open software tools, libraries,
drivers, and operating systems. We build upon the core foundation
and combine our scalable Xe
Architecture and acceleration IP blocks to address the accelerated
computing market.
Products and Competitiveness
We operate in a very competitive market. NVIDIA is a competitor in
the GPU and CPU market for high-performance computing and AI, as
well as graphics solutions for content creation and gaming. AMD is
also a competitor in the client and server segments with its line
of GPUs and CPUs. CSPs are both customers and indirect competitors
as they integrate vertically.
Our advanced and groundbreaking Xe
Architecture excels at rendering content and accelerating computing
that scales from the client to the data center. We empower the
industry with open and scalable toolkits and software libraries
that enable heterogeneous compute through our oneAPI programming
model. Intel Arc graphics is our high-performance graphics offering
for gaming, content creation, and emerging opportunities to enable
persistent and immersive computing. To provide a valuable user
experience and bring Intel Arc graphics to market, we work with
hundreds of software partners to deliver games and applications
that are designed to work seamlessly with our products. We also
collaborate with the ecosystem to integrate new functionality and
features that take advantage of both our hardware and software
technologies to boost performance and enable high-quality rendering
and fluid frame rates.
High-performance computing takes advantage of our CPUs and GPUs to
power supercomputers that tackle the most computationally
challenging problems of our increasingly complex world. Today, many
of the world’s supercomputers are based on Intel Xeon processors.
Our CPU roadmap strategy is to build upon this foundation and
extend to higher compute and memory bandwidth for workloads with
increasingly large data sets.
Our flagship data center GPU, Ponte Vecchio, is designed to take on
the most demanding AI and high-performance computing workloads.
Combining Ponte Vecchio with Intel Xeon processors can supercharge
a platform’s compute density. Our oneAPI cross-architecture
programming model is architected to leverage the broad software
ecosystem of Intel Xeon processors so that software developers can
work across a range of CPUs and accelerators with a single code
base.
With a rich portfolio and a strong roadmap for leadership in visual
computing, supercomputing, and custom computing, we have a unique
opportunity to define the future of computing and accelerate growth
for Intel.
Financial Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AXG Revenue $B |
|
AXG Operating Income (Loss) $B |
|
|
|
|
Revenue and Operating Income (Loss) Summary |
2022 vs. 2021
Revenue was $837 million, up $63 million from 2021.
We had an operating loss of $1.7 billion, compared to an operating
loss of $1.2 billion in
2021,
due to
increased inventory reserves taken and investments in our product
roadmap.
2021 vs. 2020
Revenue was $774 million, up $123 million primarily due to
increased demand for our integrated graphics portfolio. We had an
operating loss of $1.2 billion, compared to an operating loss of
$403 million in 2020, primarily driven by a charge incurred on a
federal contract of $333 million and ongoing investments in the
business.

|
|
|
|
|
|
|
|
|
|
|
Overview |
% Intel Revenue |
|
As the first Open System Foundry, we offer customers differentiated
full stack solutions created from the best of Intel and the foundry
industry ecosystem, delivered from a secure and sustainable source
of supply with an array of flexible business models to enable
customers to lead in their industry. In addition to a world-class
foundry offering enabled by a rich ecosystem, customers have access
to our expertise and technologies, including cores, accelerators,
and advanced packaging such as EMIB.
Our early customers and strategic partners include traditional
fabless customers, cloud service providers, automotive customers,
and military, aerospace, and defense firms. We also offer
mask-making equipment for advanced lithography used by many of the
world’s leading-edge foundries.
|
|
|
|
|
|
|
Key Developments |
|
|
|
|
|
|
■
|
Our revenue was $895 million, up 14% in 2022, primarily driven by
higher sales of MBMW tools. Operating loss was $320 million,
compared to a loss of $23 million in 2021, primarily due to
increased spending to drive strategic growth.
|
|
■
|
We have secured anchor customers and are engaged with seven of ten
of the industry’s largest foundry customers. Since beginning
production in late 2021 with Amazon Web Services as our lead
customer, our packaging business expanded to other customers during
the year. We expect Mediatek to be a lead silicon customer using
Intel 16 process technology to create smart edge devices, with
production expected to begin in 2024. |
|
■
|
We launched the IFS Accelerator program, a comprehensive ecosystem
alliance designed to help foundry customers seamlessly bring their
silicon products from idea to implementation. IFS Accelerator taps
the leading capabilities available in the industry to accelerate
customer innovation on IFS manufacturing platforms. It features
innovative ecosystem partner companies across each of the five
alliances of the program: EDA, IP, Design Services, Cloud, and
USMAG Alliances. |
|
■
|
In Q1
2022,
we entered into a definitive agreement to acquire Tower in a
cash-for-stock transaction. The acquisition is expected to advance
our IDM 2.0 strategy by accelerating our global end-to-end open
systems foundry business. While we continue to work to close within
the first quarter of 2023, the transaction may close in the first
half of 2023, subject to certain regulatory approvals and customary
closing conditions. Tower is a leading foundry for analog
semiconductor solutions.
|
|
■
|
We continue to grow the Foundry organization and have hired over 50
leaders from the foundry and fabless industry to complement the
talent recruited within Intel. The pending acquisition of Tower
would further expand our talent pool. This combination of internal
and external talent will help us deliver the best of Intel and the
foundry industry to our customers. |
|
|
|
|
Market and Business Overview
Market Trends and Strategy
The chip industry is undergoing a structural transformation driven
by:
▪The
digitization of everything, accelerated by the five superpowers:
compute, pervasive connectivity, cloud-to-edge infrastructure, AI,
and sensing.
▪A
generational shift in computer architectures: a move from SoC to
chiplets, increased tailoring of chips to workloads, and
instruction set diversification.
▪The
vertical integration into chip making by OEMs and
CSPs.
▪Increasing
costs of R&D and capacity for advanced node
technologies.
▪Supply
chain risk highlighted by the pandemic and geo-political
issues.
These transformation trends are driving significant semiconductor
market growth in leading-edge advanced nodes driven by Mobile,
Compute, and Automotive applications. The increasing heterogeneity
of chips increases the complexity of designing chips with optimized
PPAC that are manufacturable with high yield. Additionally,
integrating these diverse chips into systems becomes more complex
and requires optimized interconnects and a software stack that can
easily accept this diversity of chips without compromising PPAC.
This is causing a paradigm shift from focusing on optimizing
devices to focusing on optimizing the system, known as system
technology co-optimization. In this new paradigm, customers require
solutions that address every layer of the application stack, rather
than just the chip itself.
Additionally, the COVID-19 pandemic and recent geo-political issues
have highlighted the world’s dependence on semiconductors and the
vulnerable supply chain that underpins the industry. Approximately
88% of the world’s semiconductor manufacturing capacity is in Asia,
and only 4.5% is in the US1.
Products and Competition
We seek to address this tectonic shift in the industry by creating
an open system foundry that enables our customers to lead in their
industries by creating full-stack solutions from their choice of
the best of Intel and the ecosystem. The open system foundry has
four components: wafer fabrication, packaging, chiplet standard,
and software. The open system foundry involves engaging with
customers at multiple levels, from basic wafer manufacturing to
helping define and implement their desired system architecture. We
intend to build our customers' silicon design and deliver full
end-to-end capabilities to produce their products, built with our
advanced packaging technology and delivered from a resilient,
geo-diverse and sustainable source of supply.
The foundation of our IFS strategy is a world-class foundry
offering consisting of process technologies complemented by a
robust ecosystem for IP, EDA, and design services. Chips created
with IFS can be packaged using our advanced packaging technologies
or by OSATs and connected by optimized interconnects that we will
help drive as standard for the industry, such as, UCIe. We expect
to accelerate our customers' designs by providing services and
software that leverage our vast experience in designing systems of
chips, and by providing cores from Intel and the ecosystem that are
optimized for Intel process technologies. The combination of cores
and accelerators can be seamlessly integrated into systems using
oneAPI. These offerings will accelerate customer time to value with
PPAC-optimized systems delivered from a reliable supply
chain.
Our competitors are mostly pure-play foundries that focus on
delivering a pure-play foundry offering from fabrication plants
based in Asia. Of the five major semiconductor foundries, Taiwan
Semiconductor Manufacturing Corporation (TSMC), Samsung, Global
Foundries (GF), United Microelectronics Corporation (UMC) and
Semiconductor Manufacturing International Corporation, only Samsung
is an IDM and foundry, and only GF is headquartered in the US. TSMC
and Samsung are the only companies with advanced technologies below
10nm, and TSMC leads the market with 53% market share, followed by
Samsung at 18% in 20212.
Neither Samsung nor TSMC currently offer its most advanced nodes
outside of Asia and both have limited advanced-node capacity in the
US.
We believe the open system foundry model will deliver
differentiated capabilities to help our customers lead in their
industries while bringing stability to the global semiconductor
supply chain. The interest we are seeing from customers
demonstrates that our strategy and offerings are resonating, and we
look to continue to build on this in 2023 and in prospective
periods.
1Source:
2022 Gartner Worldwide Foundry Capacity Forecast by Region,
2020-2026.
2Source:
TrendForce.
Financial Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IFS Revenue $B |
|
IFS Operating Income (Loss) $B |
|
|
|
|
Revenue and Operating Income (Loss) Summary |
2022 vs. 2021
Revenue was $895 million, up $109 million from 2021, primarily
driven by higher sales of MBMW tools. We had an operating loss
of
$320 million,
compared to an operating loss of
$23 million
from
2021,
primarily due to increased spending to drive strategic
growth.
2021 vs. 2020
Revenue was $786 million, up $71 million from 2020, primarily due
to higher revenue from certain design services. We had an operating
loss of $23 million, compared to operating income of $45 million in
2020, due to ongoing investments in the business.
|
|
|
|
|
|
Consolidated Results of Operations
|
|
|
|
For additional key highlights of our results of operations, see "A
Year in Review."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
(In Millions, Except Per Share Amounts) |
|
December 31, 2022 |
|
December 25, 2021 |
|
December 26, 2020 |
|
Amount |
|
% of Net
Revenue |
|
Amount |
|
% of Net
Revenue |
|
Amount |
|
% of Net
Revenue |
Net revenue |
|
$ |
63,054 |
|
|
100.0 |
% |
|
$ |
79,024 |
|
|
100.0 |
% |
|
$ |
77,867 |
|
|
100.0 |
% |
Cost of sales |
|
36,188 |
|
|
57.4 |
% |
|
35,209 |
|
|
44.6 |
% |
|
34,255 |
|
|
44.0 |
% |
Gross margin |
|
26,866 |
|
|
42.6 |
% |
|
43,815 |
|
|
55.4 |
% |
|
43,612 |
|
|
56.0 |
% |
Research and development |
|
17,528 |
|
|
27.8 |
% |
|
15,190 |
|
|
19.2 |
% |
|
13,556 |
|
|
17.4 |
% |
Marketing, general and administrative |
|
7,002 |
|
|
11.1 |
% |
|
6,543 |
|
|
8.3 |
% |
|
6,180 |
|
|
7.9 |
% |
Restructuring and other charges |
|
2 |
|
|
— |
% |
|
2,626 |
|
|
3.3 |
% |
|
198 |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
2,334 |
|
|
3.7 |
% |
|
19,456 |
|
|
24.6 |
% |
|
23,678 |
|
|
30.4 |
% |
Gains (losses) on equity investments, net |
|
4,268 |
|
|
6.8 |
% |
|
2,729 |
|
|
3.5 |
% |
|
1,904 |
|
|
2.4 |
% |
Interest and other, net |
|
1,166 |
|
|
1.8 |
% |
|
(482) |
|
|
(0.6) |
% |
|
(504) |
|
|
(0.6) |
% |
Income before taxes |
|
7,768 |
|
|
12.3 |
% |
|
21,703 |
|
|
27.5 |
% |
|
25,078 |
|
|
32.2 |
% |
Provision for (benefit from) taxes |
|
(249) |
|
|
(0.4) |
% |
|
1,835 |
|
|
2.3 |
% |
|
4,179 |
|
|
5.4 |
% |
Net income |
|
8,017 |
|
|
12.7 |
% |
|
19,868 |
|
|
25.1 |
% |
|
20,899 |
|
|
26.8 |
% |
Less: Net income attributable to non-controlling
interests |
|
3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Net income attributable to Intel |
|
$ |
8,014 |
|
|
— |
|
|
$ |
19,868 |
|
|
— |
|
|
$ |
20,899 |
|
|
— |
|
Earnings per share attributable to Intel—diluted |
|
$ |
1.94 |
|
|
|
|
$ |
4.86 |
|
|
|
|
$ |
4.94 |
|
|
|
2022 results were impacted by an uncertain macroeconomic
environment, with slowing consumer and enterprise demand,
persistent inflation, and higher interest rates, which we believe
impacts our target markets and creates a high level of uncertainty
with our customers. We expect the macroeconomic uncertainty and the
challenging market environment will extend into 2023.
2022 vs. 2021
2022 revenue was $63.1 billion, down $16.0 billion, or 20%, from
2021. CCG revenue was down 23% from 2021 due to lower notebook and
desktop volume in the consumer and education market segments, and
lower revenue due to the continued ramp down from the exit of our
5G smartphone modem business and lower demand for our wireless and
connectivity products. Notebook volume decreased, driven by lower
demand in the consumer and education market segments, while ASPs
increased due to the resulting product mix. Desktop volume
decreased, driven by lower demand in the consumer and education
market segments while ASPs increased due to an increased mix of
commercial products. DCAI revenue decreased 15% from 2021 due to
lower server demand from enterprise customers, and due to customers
tempering purchases to reduce existing inventories in a softening
data center market. The decrease was partially offset by higher
revenue from our FPGA business. Server ASPs decreased due to
customer and product mix. NEX revenue increased 11% from 2021,
driven by higher Ethernet ASPs and increased demand for 5G
products, partially offset by lower demand for Network Xeon.
Mobileye revenue increased 35% from 2021, primarily driven by
higher demand for EyeQ products and Mobileye Supervision* systems.
The decrease in our "all other" revenue was due to revenue from the
divested NAND memory business of $4.3 billion recognized in 2021,
for which historical results are recorded in “all other,” and $584
million of revenue recognized in 2021 from a prepaid customer
supply agreement.
Incentives offered to certain customers to accelerate purchases and
to strategically position our products with customers for market
segment share purposes, particularly in CCG, contributed
approximately $1.7 billion to our revenue during Q4 2022, the
impacts of which were contemplated in our financial guidance for Q1
2023, as included in our Form 8-K dated January 26, 2023. We expect
CCG demand in Q1 2023 to be impacted as customers work through
additional inventory.
2021 vs. 2020
2021 revenue was $79.0 billion, up $1.2 billion, or 1%, from 2020.
NEX revenue increased 12% from 2020, primarily driven by higher
demand for edge products amid recovery from the economic impacts of
COVID-19 as well as a recovery in cloud networking revenue,
partially offset by a reduction in the 5G networking volume from
elevated levels in 2020. CCG revenue was up 1% from 2020, due to
higher notebook and desktop volume driven by consumer and
commercial recovery from COVID-19 lows, partially offset by lower
revenue due to the continued ramp down from the exit of our 5G
smartphone modem business. Notebook ASPs decreased due to the
resulting product mix from higher demand in the consumer and
education market segments, while desktop ASPs increased driven by
commercial recovery from COVID-19. Mobileye revenue increased 43%
from 2020, driven by improvement in global vehicle production,
recovery from the economic impacts of COVID-19, and increasing
adoption of ADAS. DCAI revenue decreased 3% from 2020 due to lower
server revenue, partially offset by increased revenue from other
DCAI products. Server volume decreased due to an increasingly
competitive environment, partially offset by recovery in government
and broader market products.
Gross Margin
We derived most of our overall gross margin in 2022 from the sale
of products in the CCG and DCAI operating segments. Our overall
gross margin dollars in 2022 decreased by $16.9 billion, or
39%, compared to 2021, and in 2021 increased by $203 million,
or approximately flat, compared to 2020.
|
|
|
|
|
Gross Margin $B |
|
(Percentages in chart indicate gross margin as a percentage of
total revenue) |

|
|
|
|
|
|
|
|
|
(In Millions) |
|
|
$ |
26,866 |
|
|
2022 Gross Margin |
(4,673) |
|
|
Lower gross margin from CCG revenue, driven by notebook and desktop
revenue |
(3,330) |
|
|
Lower gross margin from DCAI server revenue |
(2,663) |
|
|
Higher unit cost primarily from increased mix of Intel 7 products
and 10nm SuperFin |
(2,159) |
|
|
Higher period charges primarily driven by inventory reserves taken
in 2022 |
(2,012) |
|
|
Higher period charges primarily associated with the ramp up of
Intel 4 and other product enhancements |
(1,995) |
|
|
Lower gross margin related to the divested NAND memory
business |
(723) |
|
|
Optane inventory impairment related to the wind down of our Intel
Optane memory business |
(584) |
|
|
Lack of revenue recognized in Q1 2021 from a prepaid customer
supply contract |
(313) |
|
|
Higher stock-based compensation |
(423) |
|
|
Higher period charges due to excess capacity
charges |
(204) |
|
|
Corporate charges from patent settlement |
484 |
|
|
Lower period charges due to a benefit related to insurance proceeds
received for business interruption and property damage that
occurred in 2020 |
522 |
|
|
Higher gross margin from NEX Ethernet revenue |
702 |
|
|
Higher gross margin from DCAI other product revenue |
422 |
|
|
Other |
$ |
43,815 |
|
|
2021 Gross Margin |
790 |
|
|
Higher gross margin from CCG revenue, driven by desktop revenue
partially offset by notebook |
584 |
|
|
Prepaid customer supply agreement settled and recognized to revenue
in Q1 2021 |
505 |
|
|
Lower unit cost primarily due to cost improvements in 10nm
SuperFin |
471 |
|
|
Higher gross margin related to the NAND memory business |
375 |
|
|
Higher gross margin from DCAI other product revenue |
262 |
|
|
Lower period charges due to reserve sell through, partially offset
by reserves taken in 2021 |
215 |
|
|
Higher gross margin from NEX revenue, primarily driven by Ethernet
and Edge |
(1,880) |
|
|
Higher period charges primarily associated with ramp up of Intel 4
and subsequent ramp down of 14nm |
(725) |
|
|
Lower gross margin from DCAI server revenue |
(394) |
|
|
Other |
$ |
43,612 |
|
|
2020 Gross Margin |
In 2022, we made, and in the next several years we expect to
continue to make, capital investments in furtherance of our IDM 2.0
strategy. As of December 31, 2022, our capital investments
classified as construction in progress totaled $36.7 billion.
These assets are ready for use but have not yet been placed into
service and have not yet begun depreciating. As these construction
in progress assets are placed into service, we expect to incur
depreciation expense that impacts future production costs and,
ultimately, cost of sales. To the extent we are unable to grow our
revenues to offset these production costs, our gross margin and
operating income will be unfavorably affected. Additionally, we
could incur asset impairments on property, plant and equipment
assets if our IDM 2.0 strategy is not successful.
Effective January 2023, we increased the estimated useful life of
certain production machinery and equipment from 5 years to 8 years.
We made this change to better reflect the economic value of our
machinery and equipment over time. We considered several factors in
making this determination, including current usage and expected
re-use of machinery and equipment, changes in machinery and
equipment technology, future planned cadence between node
transitions, a shift to longer duration on trailing-edge
technologies, and overall changes in our technology roadmap. Our
analysis supported a change in useful life and is consistent with
the execution of our IDM 2.0 strategy. This change in estimate will
be applied prospectively beginning Q1 2023. When compared to the
estimated useful life in place as of the end of 2022, we expect
total depreciation expense in 2023 to be reduced by as much as
$4.2 billion. We expect this change will result in an
approximately $2.6 billion increase to gross margin, a
$400 million decrease in R&D expenses, and a
$1.2 billion decrease in ending inventory values.
Operating Expenses
Total R&D and MG&A expenses for 2022 were $24.5 billion, up
13% compared to 2021. These expenses represent 38.9% of revenue for
2022 and 27.5% of revenue for 2021. In support of our strategy, we
continue to make significant investments to accelerate our process
technology roadmap. This requires increased investments in R&D
and continued focused efforts to attract and retain talent. In the
second half of 2022, we implemented certain cost-cutting measures,
including a slower pace of hiring and other restructuring actions,
while at the same time continued to improve our product execution
in response to the continued decline in the broader macroeconomic
environment.
|
|
|
|
|
|
|
|
|
Research and Development $B |
|
Marketing, General and Administrative $B |
(Percentages indicate expenses as a percentage of total
revenue) |
|
|
|
|
|
|
|
|
2022 vs. 2021 |
|
|
|
|
|
|
R&D spending increased by $2.3 billion, or 15%, driven by the
following: |
|
|
|
|
|
|
+ |
Investments in our process technology |
|
|
+ |
Increase in corporate spending |
|
|
+ |
Investments in our businesses to drive strategic growth |
|
|
- |
Incentive-based cash compensation |
|
|
|
|
|
|
2021 vs. 2020 |
|
|
|
|
|
|
R&D spending increased by $1.6 billion, or 12%, driven by the
following: |
|
|
|
|
|
|
+ |
Investments in our businesses to drive strategic growth |
|
|
+ |
Investments in our process technology |
|
|
+ |
Incentive-based cash compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, General and Administrative |
|
|
|
|
|
|
|
|
2022 vs. 2021 |
|
|
|
|
|
|
MG&A spending increased by $459 million, or 7%, driven by the
following: |
|
|
|
|
|
|
+ |
Increase in corporate spending |
|
|
- |
Incentive-based cash compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 vs. 2020 |
|
|
|
|
|
|
MG&A spending increased by $363 million, or 6%, driven by the
following: |
|
|
|
|
|
|
+ |
Increase in corporate spending |
|
|
+ |
Incentive-based cash compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and Other Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended (In Millions) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
|
Dec 26, 2020 |
|
|
Employee severance and benefit arrangements |
|
$ |
1,038 |
|
|
$ |
48 |
|
|
$ |
124 |
|
|
|
Litigation charges and other |
|
(1,187) |
|
|
2,291 |
|
|
67 |
|
|
|
Asset impairment charges |
|
151 |
|
|
287 |
|
|
7 |
|
|
|
Total restructuring and other charges |
|
$ |
2 |
|
|
$ |
2,626 |
|
|
$ |
198 |
|
|
|
In the third quarter of 2022, the 2022 Restructuring Program was
approved to rebalance our workforce and operations to create
efficiencies and improve our product execution in alignment with
our strategy. We expect that our 2022 Restructuring Plan, in
conjunction with other initiatives, will reduce our cost structure
and allow us to reinvest certain of these cost savings in resources
and capacity to develop, manufacture, market, sell, and deliver our
products in furtherance of our strategy. We expect these actions to
be substantially completed by the end of 2023, but this is subject
to change.
Litigation charges and other
includes a $1.2 billion benefit in 2022 from the annulled penalty
related to an EC fine that was recorded and paid in 2009, and a
charge of $2.2 billion in 2021 related to the VLSI
litigation.
Gains (Losses) on Equity Investments and Interest and Other,
Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended (In Millions) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
|
Dec 26, 2020 |
Ongoing mark-to-market adjustments on marketable equity
securities |
|
$ |
(787) |
|
|
$ |
(130) |
|
|
$ |
(133) |
|
Observable price adjustments on non-marketable equity
securities |
|
299 |
|
|
750 |
|
|
176 |
|
Impairment charges |
|
(190) |
|
|
(154) |
|
|
(303) |
|
Sale of equity investments and other
|
|
4,946 |
|
|
2,263 |
|
|
2,164 |
|
Gains (losses) on equity investments,
net |
|
$ |
4,268 |
|
|
$ |
2,729 |
|
|
$ |
1,904 |
|
|
|
|
|
|
|
|
Interest and other, net |
|
$ |
1,166 |
|
|
$ |
(482) |
|
|
$ |
(504) |
|
Gains (Losses) on Equity Investments, Net
Ongoing mark-to-market adjustments recognized in 2022 and 2021 were
primarily driven by our investment in Montage Technology, Co. Ltd.
(Montage); mark-to-market adjustments recognized in 2020 were
primarily driven by our investments in Montage and Cloudera. We
sold our interest in Cloudera in 2020.
In 2021, we recognized $471 million in observable price
adjustments related to our investment in Beijing Unisoc Technology
Ltd.
In 2022, the sale of McAfee Corp. (McAfee) consumer business was
completed and we received $4.6 billion in cash for the sale of our
remaining share of McAfee, recognizing a $4.6 billion gain
in
Sale of equity investments and other.
In 2021, we recognized McAfee dividends of $1.3 billion, which
included a special dividend of $1.1 billion paid in connection with
the sale of McAfee's enterprise business, and recognized
$228 million related to the partial sale of our investment in
McAfee. We recognized McAfee dividends of $126 million in
2020.
In 2022, we also recognized $278 million of initial fair value
adjustments in
Sale of equity investments and other
related to five companies that went public; in 2021, we recognized
$447 million of initial fair value adjustments related to four
companies that went public; in 2020, we recognized $1.1 billion
from Montage becoming marketable and $606 million related to four
other equity investments that went public.
Interest and Other, Net
In 2022, we recognized a gain of $1.0 billion from the first
closing of the divestiture of our NAND memory
business.
Provision for (Benefit from) Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended (Dollars in Millions) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
|
Dec 26, 2020 |
Income before taxes |
|
$ |
7,768 |
|
|
$ |
21,703 |
|
|
$ |
25,078 |
|
Provision for (benefit from) taxes |
|
$ |
(249) |
|
|
$ |
1,835 |
|
|
$ |
4,179 |
|
Effective tax rate |
|
(3.2) |
% |
|
8.5 |
% |
|
16.7 |
% |
Our effective tax rate decreased in
2022
compared to
2021,
primarily driven by a higher proportion of our income being taxed
in non-US jurisdictions and a change in tax law from 2017 Tax
Reform related to the capitalization of R&D expenses that went
into effect in January 2022. In 2022 we recognized a benefit from
taxes as compared to a provision for taxes in 2021 as the higher
proportion of our income being taxed in non-US jurisdictions and
the change in tax law from 2017 Tax Reform were only partially
offset by the tax costs associated with the gains recognized from
the equity sale of McAfee and the divestiture of our NAND memory
business.
Our effective tax rate decreased in 2021 compared to 2020,
primarily driven by one-time tax benefits due to the restructuring
of certain non-US subsidiaries as well as a higher proportion of
our income in non-US jurisdictions. As a result of the
restructuring, we established deferred tax assets and released the
valuation allowances of certain foreign deferred tax assets. The
majority of these deferred tax assets established in 2021 fully
offset the deferred tax liabilities recognized in 2020 driven by a
change in our permanent reinvestment assertion with respect to
undistributed earnings in China, as a result of our divestiture of
our NAND memory business.
Liquidity and Capital Resources
We believe we have sufficient sources of funding to meet our
business requirements for the next 12 months and in the longer
term. Cash generated by operations, supplemented by our total cash
and investments1,
is our primary source of liquidity for funding our strategic
business requirements. Our short-term funding requirements include
capital expenditures for worldwide manufacturing and assembly and
test, including investments in our process technology roadmap;
working capital requirements; and potential and pending
acquisitions, strategic investments, and dividends. This includes a
commitment of
$5.4 billion
associated with our pending acquisition of Tower. See “Note 10:
Acquisitions and Divestitures” within the Notes to Consolidated
Financial Statements for further information.
Our long-term funding requirements incrementally contemplate
investments in significant manufacturing expansion plans and
investments to accelerate our process technology. These plans
include an investment to build two new fabs in Arizona and capacity
expansions in Ohio and Europe and involve utilizing SCIP and smart
capacity investments, both elements of our Smart Capital strategy.
We also expect to benefit from government incentives; any
incentives above our current expectations would enable us to
increase the pace and size of our investments. Conversely,
incentives below our expectations would increase our anticipated
cash requirements. We expect our planned capital investments to
continue to put pressure on our adjusted free cash flow in the
short term.
As we invest in multiple expansions, we expect our capital
expenditures to continue to be higher than historical levels for
the next several years. We expect to adjust the cadence of our
investments based on the execution of our roadmap and changing
business conditions. As of December 31, 2022, we had
commitments for capital expenditures of $22.7 billion for 2023 and
had $8.3 billion in capital expenditures committed in the long
term. As of December 31, 2022, other purchase obligations and
commitments in 2022 under our binding commitments for purchases of
goods and services were $3.1 billion, with an additional $7.6
billion committed in the long term.
Additionally, as we have faced industry shortages of substrates and
other components, we have increasingly entered into long-term
agreements with suppliers and foundry service providers, some of
which involve prepayments that will help us secure future supply.
These prepayments accelerate cash outflows into the near term, and
we expect to apply the prepayments to future purchases, resulting
in a positive impact on our liquidity in subsequent
periods.
We have additional obligations as part of our ordinary course of
business, beyond those committed for capital expenditures and other
purchase obligations and commitments for purchases of goods and
services. For example, see "Note 19: Commitments and Contingencies"
within the Notes to Consolidated Financial Statements for
information about our lease obligations, which include supply
agreements structured as leases, "Note 8: Income Taxes" within the
Notes to Consolidated Financial Statements for information about
our tax obligations including impacts from Tax Reform enacted in
2017 for the one-time transition tax on previously untaxed foreign
earnings, and "Note 13: Borrowings" within the Notes to
Consolidated Financial Statements for information about our debt
obligations. The expected timing of payments of our obligations is
estimated based on current information. Timing of payments and
actual amounts paid may be different, depending on the timing of
receipt of goods or services, or changes to agreed-upon amounts for
some obligations. In addition, some of our purchasing requirements
are not current obligations and are therefore not included in the
amounts above. For example, some of these requirements are not
handled through binding contracts or are fulfilled by vendors on a
purchase order basis within short time horizons.
When assessing our current sources of liquidity, we include our
total cash and investments1
as shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
Cash and cash equivalents |
|
$ |
11,144 |
|
|
$ |
4,827 |
|
Short-term investments |
|
17,194 |
|
|
24,426 |
|
|
|
|
|
|
|
|
|
|
|
Loans receivable and other |
|
463 |
|
|
240 |
|
Total cash and investments1
|
|
$ |
28,801 |
|
|
$ |
29,493 |
|
Total debt |
|
$ |
42,051 |
|
|
$ |
38,101 |
|
|
|
|
|
|
|
|
|
|
|
1
See "Non-GAAP Financial Measures" within MD&A
We maintain a diverse investment portfolio that we continually
analyze based on issuer, industry, and country. Substantially all
of our investments in debt instruments are in investment-grade
securities.
Other potential sources of liquidity include our commercial paper
program and our automatic shelf registration statement on file with
the SEC, pursuant to which we may offer an unspecified amount of
debt, equity, other securities, and non-recourse factoring
arrangements with third-party financial institutions. Under our
commercial paper program, we have an ongoing authorization from our
Board of Directors to borrow up to $10.0 billion and, as of
December 31, 2022, we had $3.9 billion of commercial paper
obligations outstanding. During
2022,
we issued a total of $6.0 billion aggregate principal amount of
senior notes, including our inaugural green bond issuance of $1.3
billion principal amount. We are using the proceeds from the green
bond offering to fund projects that support our investments in
sustainable operations. We intend to use the proceeds from the
remainder of the offering for general corporate purposes,
including, but not limited to, refinancing our outstanding debt and
funding for working capital and capital expenditures. We received
proceeds of $600 million in the aggregate from the sale of bonds
issued by the Industrial Development Authority of the City of
Chandler, Arizona (CIDA). We amended our $5.0 billion variable-rate
revolving credit facility, extending that maturity date by one year
to March 2027 and transitioning the interest terms from LIBOR to
term SOFR. In November 2022, we entered into a $5.0 billion,
364-day variable rate revolving credit facility. We repaid
$1.6 billion of our senior notes that matured in May 2022;
$1.0 billion due July 2022; $1.9 billion
due December 2022; and $400 million due November 2023. We
settled $138 million bonds issued by the Oregon Business
Development Commission in March 2022. As of December 31, 2022,
we had no borrowings outstanding on the revolving credit
facilities.
Our sources of liquidity in 2022 also included total net proceeds
of $1.0 billion from the completion of Mobileye's IPO in the
fourth quarter of 2022, after which we retained 94% of Mobileye’s
capital stock.
Our cash and investments and related cash flows may be affected by
certain discretionary actions we may take with customers and
suppliers to accelerate or delay certain cash receipts or payments
to manage liquidity for our strategic business requirements. In the
second half of 2022 these actions included, among others,
negotiating with suppliers to optimize our payment terms and
conditions, adjusting the timing of cash flows associated with
customer sales programs and collections, managing inventory levels
and purchasing practices, and selling certain of our accounts
receivable on a non-recourse basis to third-party financial
institutions. While such actions have benefited, and may further
benefit, cash flow in the near term, we may experience a
corresponding detriment to cash flow in future periods as these
actions cease or as the impact of these actions reverse or
normalize.
Our cash flows for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended (In Millions) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
|
Dec 26, 2020 |
Net cash provided by operating activities |
|
$ |
15,433 |
|
|
$ |
29,456 |
|
|
$ |
35,864 |
|
Net cash used for investing activities |
|
(10,477) |
|
|
(24,449) |
|
|
(21,524) |
|
Net cash provided by (used for) financing activities |
|
1,361 |
|
|
(6,045) |
|
|
(12,669) |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
6,317 |
|
|
$ |
(1,038) |
|
|
$ |
1,671 |
|
Operating Activities
Cash provided by operating activities is net income adjusted for
certain non-cash items and changes in assets and
liabilities.
For 2022 compared to 2021, the $14.0 billion decrease in cash
provided by operating activities was primarily driven by lower 2022
net income after adjusting for non-cash items, including the gain
on the sale of McAfee and the pre-tax gain from the divestiture of
our NAND business; partially offset by 2022 cash-favorable working
capital changes compared to 2021.
For 2021 compared to 2020, the $6.4 billion decrease in cash
provided by operating activities was primarily 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.
Investing Activities
Investing cash flows consist primarily of capital expenditures;
investment purchases, sales, maturities, and disposals; cash used
for acquisitions; and proceeds from divestitures. Our capital
expenditures were $24.8 billion in 2022 ($18.7 billion in 2021 and
$14.3 billion in 2020).
The decrease in cash used for investing activities in 2022 compared
to 2021 was primarily due to increased maturities and sales of
short-term investments, proceeds from the divestiture of our NAND
business, and proceeds from the sale of our remaining share of
McAfee, partially offset by an increase in capital
expenditures.
The increase in cash used for investing activities in 2021 compared
to 2020 was primarily due to an increase in capital expenditures,
partially offset by lower 2021 purchases of short-term investments,
net of maturities and sales.
Financing Activities
Financing cash flows consist primarily of payment of dividends to
stockholders, issuance and repayment of short-term and long-term
debt, repurchases of common stock, and proceeds from the sale of
shares of common stock through employee equity incentive
plans.
Cash provided by financing activities in 2022 compared to cash used
for financing activities in 2021 primarily due to higher commercial
paper and debt issuances, our 2022 curtailment of common stock
repurchases, proceeds from the Mobileye IPO, and partner
contributions for joint investments; partially offset by higher
2022 debt repayments. Our total dividend payments were $6.0 billion
in 2022 compared to $5.6 billion in 2021. We have paid a cash
dividend in each of the past 121 quarters.
The decrease in cash used for financing activities in 2021 compared
to 2020 was primarily due to a decrease in repurchases of common
stock and a decrease in repayments of debt and debt conversions,
partially offset by a decrease in cash provided by long-term debt
issuances.
Critical Accounting Estimates
The methods, assumptions, and estimates that we use in applying our
accounting policies may require us to apply judgments regarding
matters that are inherently uncertain. We consider an accounting
policy to be a critical estimate if: (1) we must make assumptions
that were uncertain when the judgment was made, and (2) changes in
the estimate assumptions, or selection of a different estimate
methodology, could have a significant impact on our financial
position and the results that we report in our Consolidated
Financial Statements. While we believe that our estimates,
assumptions, and judgments are reasonable, they are based on
information available when the estimate was made.
Refer to "Note 2: Accounting Policies" within the Notes to
Consolidated Financial Statements for further information on our
critical accounting estimates, which are as follows, as well as our
significant accounting policies:
▪Inventories—the
transition of manufacturing costs to inventory, net of factory
excess capacity costs. Inventory reflected at the lower of cost or
net realizable value considering forecasted future demand and
market conditions;
▪Long-lived
assets—the
valuation methods and assumptions used in assessing the impairment
and evaluation of useful lives of property, plant and equipment,
identified intangibles, and impairment of goodwill, including the
determination of asset groupings and the identification and
allocation of goodwill to reporting units;
▪Non-marketable
equity investments—the
valuation estimates and assessment of impairment and observable
price adjustments; and
▪Loss
contingencies—the
estimation of when a loss is probable and reasonably
estimable.
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with US
GAAP, this document contains references to the non-GAAP financial
measures below. We believe these non-GAAP financial measures
provide investors with useful supplemental information about our
operating performance, enable comparison of financial trends and
results between periods where certain items may vary independent of
business performance, and allow for greater transparency with
respect to key metrics used by management in operating our business
and measuring our performance. These non-GAAP financial measures
are used in our performance-based RSUs and our cash bonus
plans.
Starting in the first quarter of 2022, we incrementally exclude
from our non-GAAP results share-based compensation and all gains
and losses on equity investments. The adjustment for all gains and
losses on equity investments includes the ongoing mark-to-market
adjustments previously excluded from our non-GAAP
results.
Our non-GAAP financial measures reflect adjustments based on one or
more of the following items, as well as the related income tax
effects where applicable. Income tax effects have been calculated
using an appropriate tax rate for each adjustment, as applicable.
These non-GAAP financial measures should not be considered a
substitute for, or superior to, financial measures calculated in
accordance with US GAAP, and the financial results calculated in
accordance with US GAAP and reconciliations from these results
should be carefully evaluated.
|
|
|
|
|
|
|
|
|
Non-GAAP adjustment or measure |
Definition |
Usefulness to management and investors |
NAND memory business |
We completed the first closing of the divestiture of our NAND
memory business to SK hynix on December 29, 2021 and fully
deconsolidated our ongoing interests in the NAND OpCo Business in
the first quarter of 2022.
|
We exclude the impact of our NAND memory business in certain
non-GAAP measures. While the second closing of the sale is still
pending and subject to closing conditions, we deconsolidated this
business in Q1 2022 and management does not view the historical
results of the business as a part of our core operations. We
believe these adjustments provide investors with a useful view,
through the eyes of management, of our core business model and how
management currently evaluates core operational performance. In
making these adjustments, we have not made any changes to our
methods for measuring and calculating revenue or other financial
statement amounts.
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustment or measure |
Definition |
Usefulness to management and investors |
Acquisition-related adjustments |
Amortization of acquisition-related intangible assets consists of
amortization of intangible assets such as developed technology,
brands, and customer relationships acquired in connection with
business combinations. Charges related to the amortization of these
intangibles are recorded within both cost of sales and MG&A in
our US GAAP financial statements. Amortization charges are recorded
over the estimated useful life of the related acquired intangible
asset, and thus are generally recorded over multiple
years. |
We exclude amortization charges for our acquisition-related
intangible assets for purposes of calculating certain non-GAAP
measures because these charges are inconsistent in size and are
significantly impacted by the timing and valuation of our
acquisitions. These adjustments facilitate a useful evaluation of
our current operating performance and comparison to our past
operating performance and provide investors with additional means
to evaluate cost and expense trends. |
Share-based compensation |
Share-based compensation consists of charges related to our
employee equity incentive plans. |
We exclude charges related to share-based compensation for purposes
of calculating certain non-GAAP measures because we believe these
adjustments provide better comparability to peer company results
and because these charges are not viewed by management as part of
our core operating performance. We believe these adjustments
provide investors with a useful view, through the eyes of
management, of our core business model, how management currently
evaluates core operational performance, and additional means to
evaluate expense trends, including in comparison to other peer
companies. |
Patent settlement |
A portion of the charge from our IP settlements represents a
catch-up of cumulative amortization that would have been incurred
for the right to use the related patents in prior periods. This
charge related to prior periods is excluded from our non-GAAP
results; amortization related to the right to use the patents in
the current and ongoing periods is included.
|
We exclude the catch-up charge related to prior periods for
purposes of calculating certain non-GAAP measures because this
adjustment facilitates comparison to past operating results and
provides a useful evaluation of our current operating
performance.
|
Optane
inventory impairment |
Beginning in 2022, we initiated the wind-down of our Intel Optane
memory business.
|
We exclude these impairments for purposes of calculating certain
non-GAAP measures because these charges do not reflect our current
operating performance. This adjustment facilitates a useful
evaluation of our current operating performance and comparisons to
past operating results.
|
Restructuring and other charges |
Restructuring charges are costs associated with a formal
restructuring plan and are primarily related to employee severance
and benefit arrangements. Other charges include a benefit in Q1
2022 related to the annulled EC fine, a charge in Q1 2021 related
to the VLSI litigation, periodic goodwill and asset impairments,
certain pension charges, and costs associated with restructuring
activity. |
We exclude restructuring and other charges, including any
adjustments to charges recorded in prior periods, for purposes of
calculating certain non-GAAP measures because these costs do not
reflect our core operating performance. These adjustments
facilitate a useful evaluation of our core operating performance
and comparisons to past operating results and provide investors
with additional means to evaluate expense trends. |
(Gains) losses on equity investments, net |
(Gains) losses on equity investments, net consists of ongoing
mark-to-market adjustments on marketable equity securities,
observable price adjustments on non-marketable equity securities,
related impairment charges, and the sale of equity investments and
other. |
We exclude these non-operating gains and losses for purposes of
calculating certain non-GAAP measures because it provides better
comparability between periods. The exclusion reflects how
management evaluates the core operations of the
business. |
Gains (losses) from divestiture |
Gains (losses) are recognized at the close of a divestiture, or
over a specified deferral period when deferred consideration is
received at the time of closing. Based on our ongoing obligation
under the NAND wafer manufacturing and sale agreement entered into
in connection with the first closing of the sale of our NAND memory
business on December 29, 2021, a portion of the initial closing
consideration was deferred and will be recognized between first and
second closing. |
We exclude gains or losses resulting from divestitures for purposes
of calculating certain non-GAAP measures because they do not
reflect our current operating performance. These adjustments
facilitate a useful evaluation of our current operating performance
and comparisons to past operating results. |
|
|
|
|
|
|
|
|
|
Non-GAAP adjustment or measure |
Definition |
Usefulness to management and investors |
Tax
Reform |
Adjustments for Tax Reform reflect the impact of a change in tax
law from 2017 Tax Reform related to the capitalization of R&D
costs.
|
We exclude the impacts of this 2022 change in US tax treatment of
R&D costs for purposes of calculating certain non-GAAP measures
as we believe these adjustments facilitate a better evaluation of
our current operating performance and comparison to past operating
results.
|
|
|
|
Adjusted free cash flow |
We reference a non-GAAP financial measure of adjusted free cash
flow, which is used by management when assessing our sources of
liquidity, capital resources, and quality of earnings. Adjusted
free cash flow is operating cash flow adjusted for (1) additions to
property, plant and equipment, net of proceeds from capital grants
and partner contributions, (2) payments on finance leases, and (3)
proceeds from the McAfee equity sale. |
This non-GAAP financial measure is helpful in understanding our
capital requirements and sources of liquidity by providing an
additional means to evaluate the cash flow trends of our business.
Since the 2017 divestiture, McAfee equity distributions and sales
have contributed to operating and free cash flow, and while the
McAfee equity sale in Q1 2022 would typically be excluded from
adjusted free cash flow as an equity sale, we believe including the
sale proceeds in adjusted free cash flow facilitate a better, more
consistent comparison to past presentations of
liquidity.
|
Total cash and investments |
Total cash and investments is used by management when assessing our
sources of liquidity, which include cash and cash equivalents,
short-term investments, and loans receivable and other. |
This non-GAAP measure is helpful in understanding our capital
resources and liquidity position. |
Following are the reconciliations of our most comparable US GAAP
measures to our non-GAAP measures presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended (In Millions, Except Per Share Amounts) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
|
Dec 26, 2020 |
Net revenue |
|
$ |
63,054 |
|
|
$ |
79,024 |
|
|
$ |
77,867 |
|
NAND memory business |
|
— |
|
|
(4,306) |
|
|
(4,967) |
|
Non-GAAP net revenue |
|
$ |
63,054 |
|
|
$ |
74,718 |
|
|
$ |
72,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin percentage |
|
42.6 |
% |
|
55.4 |
% |
|
56.0 |
% |
Acquisition-related adjustments |
|
2.1 |
% |
|
1.6 |
% |
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
1.0 |
% |
|
0.4 |
% |
|
0.4 |
% |
Patent settlement |
|
0.3 |
% |
|
— |
% |
|
— |
% |
Optane inventory impairment |
|
1.1 |
% |
|
— |
% |
|
— |
% |
NAND memory business |
|
— |
% |
|
0.6 |
% |
|
1.8 |
% |
Non-GAAP gross margin percentage |
|
47.3 |
% |
|
58.1 |
% |
|
59.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
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|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share—diluted1
|
|
$ |
1.94 |
|
|
$ |
4.86 |
|
|
$ |
4.94 |
|
Acquisition-related adjustments |
|
0.37 |
|
|
0.36 |
|
|
0.33 |
|
Share-based compensation |
|
0.76 |
|
|
0.50 |
|
|
0.44 |
|
Patent settlement |
|
0.05 |
|
|
— |
|
|
— |
|
Optane inventory impairment |
|
0.18 |
|
|
— |
|
|
— |
|
Restructuring and other charges |
|
— |
|
|
0.64 |
|
|
0.05 |
|
|
|
|
|
|
|
|
(Gains) losses on equity investments, net |
|
(1.04) |
|
|
(0.67) |
|
|
(0.45) |
|
(Gains) losses from divestiture |
|
(0.28) |
|
|
— |
|
|
— |
|
NAND memory business |
|
— |
|
|
(0.33) |
|
|
(0.22) |
|
|
|
|
|
|
|
|
Tax Reform |
|
(0.20) |
|
|
— |
|
|
— |
|
Income tax effects |
|
0.06 |
|
|
(0.06) |
|
|
(0.03) |
|
Non-GAAP earnings per share—diluted |
|
$ |
1.84 |
|
|
$ |
5.30 |
|
|
$ |
5.06 |
|
1
For the year ended December 31, 2022, the impact of
non-controlling interest to our non-GAAP adjustments is
insignificant and thus is not included in our reconciliation of
non-GAAP measures.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended (In Millions) |
|
Dec 31, 2022 |
|
Dec 25, 2021 |
|
Dec 26, 2020 |
|
Dec 28, 2019 |
|
Dec 29, 2018 |
Net cash provided by operating activities |
|
$ |
15,433 |
|
|
$ |
29,456 |
|
|
$ |
35,864 |
|
|
$ |
32,618 |
|
|
$ |
29,757 |
|
Net additions to property, plant, and equipment |
|
(23,724) |
|
|
(18,567) |
|
|
(14,086) |
|
|
(15,948) |
|
|
(14,649) |
|
Payments on finance leases |
|
(345) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Sale of equity investment |
|
4,561 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted free cash flow |
|
$ |
(4,075) |
|
|
$ |
10,889 |
|
|
$ |
21,778 |
|
|
$ |
16,670 |
|
|
$ |
15,108 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
$ |
(10,477) |
|
|
$ |
(24,449) |
|
|
$ |
(21,524) |
|
|
$ |
(13,579) |
|
|
$ |
(11,638) |
|
Net cash provided by (used for) financing activities |
|
$ |
1,361 |
|
|
$ |
(6,045) |
|
|
$ |
(12,669) |
|
|
$ |
(17,864) |
|
|
$ |
(18,533) |
|
Sales and Marketing
Customers
We sell our products primarily to OEMs, ODMs, and cloud service
providers. ODMs provide design and manufacturing services to
branded and unbranded private-label resellers. In addition, our
customers include other manufacturers and service providers, such
as industrial and communication equipment manufacturers and other
cloud service providers who buy our products through distributor,
reseller, retail, and OEM channels throughout the world. For more
information about our customers, including customers who accounted
for greater than 10% of our net consolidated revenue, see "Note 3:
Operating Segments" within the Notes to Consolidated Financial
Statements.
Our worldwide reseller sales channel consists of thousands of
indirect customers—systems builders that purchase Intel
processors and other products from our distributors. Certain of our
microprocessors and other products are also available in direct
retail outlets.
Sales Arrangements
Our products are sold through distribution channels throughout the
world. Sales of our products are frequently made via purchase order
acknowledgments that contain standard terms and conditions covering
matters such as pricing, payment terms, and warranties, as well as
indemnities for issues specific to our products, such as patent and
copyright indemnities. Because our customers generally order from
us on a purchase order basis, they can typically cancel, change, or
delay product purchase commitments with little or no notice to us
and without penalty. From time to time, we may enter into
additional agreements with customers covering, for example, changes
from our standard terms and conditions, new product development and
marketing, and private-label branding. Our sales are routinely made
using electronic and web-based processes that allow customers to
review inventory availability and track the progress of specific
goods ordered. Pricing on particular products may vary based on
volumes ordered and other factors. We also offer discounts,
rebates, and other incentives to customers to increase acceptance
of our products and technology.
In accordance with contract terms, the revenue for combined
performance obligations and standalone product sales is recognized
at the time of product shipment from our facilities or delivery to
the customer location, as determined by the agreed-upon shipping
terms. Our standard terms and conditions of sale typically provide
that payment is due at a later date, usually 30 days after
shipment or delivery. We assess credit risk through quantitative
and qualitative analysis. From this analysis, we establish shipping
and credit limits and determine whether we will seek to use one or
more credit support protection devices, such as obtaining a parent
guarantee, standby letter of credit, or credit insurance. Credit
losses may still be incurred due to bankruptcy, fraud, or other
failure of the customer to pay.
Our sales to distributors are typically made under agreements
allowing for price protection on unsold merchandise and a right of
return on stipulated quantities of unsold merchandise. Under the
price protection program, we give distributors credits for the
difference between the original price paid and the current price
that we offer. Our products typically have no contractual limit on
the amount of price protection, nor is there a limit on the time
horizon under which price protection is granted. The right of
return granted generally consists of a stock rotation program in
which distributors can exchange certain products based on the
number of qualified purchases made by the distributor.
Distribution
Distributors typically handle a wide variety of products, including
those that compete with our products, and fill orders for many
customers. Customers may place orders directly with us or through
distributors. We have several distribution warehouses that are
located in proximity to key customers.
Seasonal Trends
Historically, our net revenue has typically been higher in the
second half of the year than in the first half of the year,
accelerating in the third quarter and peaking in the fourth
quarter. In 2021, continued strong COVID-driven notebook demand in
the first half of the year contributed to a flatter trend than we
historically observe. In 2022, we had a flatter trend than we
historically observe as we experienced the uncertainty and impacts,
including demand volatility and supply chain disruption, of current
macroeconomic conditions, the potential for a recession, and the
risk for continued COVID-related disruptions or
shutdowns.
Marketing
Our global marketing objectives are to build a strong, well-known,
differentiated, and meaningful Intel corporate brand that drives
preference with businesses and consumers, and to offer a limited
number of meaningful and valuable brands in our portfolio to aid
businesses and consumers in making informed choices about
technology purchases. The Intel Core processor family and the Intel
Atom, Celeron®,
Pentium®,
Intel®
Movidius™, and Intel Xeon
trademarks make up our key CPU brands. This year, we introduced the
Intel®
Max Series product family with two leading-edge products for
high-performance computing (AI): the Intel Xeon CPU Max Series
(also known as Sapphire Rapids HBM) and Intel Data Center GPU Max
Series (also known as Ponte Vecchio).
We promote brand awareness and preference and generate demand
through our own direct marketing, as well as through co-marketing
programs. Our direct marketing activities primarily include
advertising through digital and social media and television, as
well as consumer and trade events, industry and consumer
communications, and press relations. We market to consumer and
business audiences and focus on building awareness and generating
demand for our products. Our key messaging focuses on increased
performance, improved energy efficiency, and other capabilities
such as connectivity.
Certain customers participate in cooperative advertising and
marketing programs. These cooperative advertising and marketing
programs broaden the reach of our brands beyond the scope of our
own direct marketing. Certain customers are licensed to place
Intel®
logos on computing devices containing our microprocessors and
processor technologies, and to use our brands in their marketing
activities. The program partially reimburses customers for
marketing activities for products featuring Intel brands, subject
to customers meeting defined criteria. These marketing activities
primarily include advertising through digital and social media and
television, as well as press relations. We have also entered into
joint marketing arrangements with certain customers.
Quantitative and Qualitative Disclosures About Market
Risk
We are affected by changes in currency exchange and interest rates,
as well as equity and commodity prices. Our risk management
programs are designed to reduce, but may not eliminate, the impacts
of these risks. All of the following potential changes are based on
sensitivity analyses performed on our financial positions as of
December 31, 2022 and December 25, 2021. Actual results
may differ materially.
Currency Exchange Rates
We are exposed to currency exchange risks of
non-US-dollar-denominated investments in debt and equity
instruments and loans receivable, and may economically hedge this
risk with foreign currency contracts, such as currency forward
contracts or currency interest rate swaps. Gains or losses on these
non-US-currency investments are generally offset by corresponding
losses or gains on the related hedging instruments.
Substantially all of our revenue is transacted in US dollars.
However, a significant portion of our operating expenditures and
capital purchases are incurred in other currencies,
primarily the Israeli shekel, the Malaysian ringgit, the European
Union euro, the Japanese yen, and the Chinese
yuan.
We have established currency risk management programs to protect
against currency exchange rate risks associated with non-US dollar
forecasted future cash flows and existing non-US dollar monetary
assets and liabilities. We may also hedge currency risk arising
from funding of foreign currency-denominated future investments. We
may utilize foreign currency contracts, such as currency forwards
or option contracts in these hedging programs. We considered the
historical trends in currency exchange rates and determined that it
was reasonably possible that a weighted average adverse change of
10% in currency exchange rates could be experienced in the near
term. Such an adverse change, after taking into account balance
sheet hedges only and offsetting recorded monetary asset and
liability positions outstanding as of December 31, 2022 and
December 25, 2021, would result in an adverse impact on income
before taxes of less than $64 million and less than $38 million,
respectively.
Interest Rates
We are exposed to interest rate risk related to our fixed-rate
investment portfolio and outstanding debt. The primary objective of
our investment policy is to preserve principal and provide
financial flexibility to fund our business while maximizing yields,
which generally track the SOFR. We generally enter into interest
rate contracts to convert the returns on our fixed-rate debt
investment with remaining maturities longer than six months into
SOFR-based returns. We also entered into swaps to convert
fixed-rate coupon payments into floating-rate coupon payments for a
portion of our existing indebtedness. Gains or losses on these
instruments are generally offset by corresponding losses or gains
on the related hedging instruments.
A hypothetical change in benchmark interest rates of 1%, after
taking into account investment hedges, would have resulted in a
change in the fair value of our investment portfolio of less than
$100 million as of December 31, 2022 and as of
December 25, 2021.
Taking into account floating-rate debt and fixed-rate debt that is
swapped to floating-rate debt, a hypothetical increase in interest
rates of 1% would result in an increase in annual interest expense
of approximately $120 million from debt outstanding as of
December 31, 2022 (a hypothetical increase of 1% would have
resulted in an increase in annual interest expense of approximately
$132 million from debt outstanding as of December 25,
2021).
Equity Prices
We are exposed to equity market risk through our investments in
marketable equity securities, which we typically do not attempt to
reduce or eliminate through hedging activities.
As of December 31, 2022, the fair value of our marketable
equity securities was $1.3 billion ($2.2 billion as of
December 25, 2021). The
substantial majority
of our marketable equity securities portfolio as of
December 31, 2022 was concentrated in securities traded on the
Chinese Shanghai Stock Exchange Science and Technology Innovation
Board. To determine reasonably possible decreases in the market
value of our marketable equity securities, we have analyzed the
historical market price sensitivity of our portfolio. Assuming a
decline of 50% in market prices, the aggregate value of our
marketable equity securities could decrease by approximately $670
million, based on the value as of December 31, 2022 (a
decrease in value of approximately $1.3 billion, based on the value
as of December 25, 2021 using an assumed decline of
60%).
We utilize total return swaps to offset changes in liabilities
related to the equity market risks of certain deferred compensation
arrangements. Gains or losses from changes in fair value of these
total return swaps are generally offset by the losses or gains on
the related liabilities.
Many of the same factors that could result in an adverse movement
of equity market prices affect our non-marketable equity
investments, although we cannot always quantify the impacts
directly. Financial markets are volatile, which could negatively
affect the prospects of the companies we invest in, their ability
to raise additional capital, and the likelihood of our ability to
realize value in our investments through liquidity events such as
IPOs, mergers, and private sales. These types of investments
involve a great deal of risk, and there can be no assurance that
any specific company will grow or become successful; consequently,
we could lose all or part of our investment. Our non-marketable
equity securities had a carrying amount of $4.6 billion as of
December 31, 2022 ($4.1 billion as of December 25, 2021)
and include our investment in Beijing Unisoc Technology Ltd. of
$1.1 billion ($1.1 billion as of December 25,
2021).
Commodity Price Risk
Although we operate facilities that consume commodities, we are not
directly affected by commodity price risk to a material degree. We
have established forecasted transaction risk management programs to
protect against fluctuations in commodity prices. We may use
commodity derivatives contracts, such as commodity swaps, in these
hedging programs. In addition, we have sourcing plans in place that
are designed to mitigate the risk of a potential supplier
concentration for our key commodities.
Risk
Factors
The following summarizes the material factors that make an
investment in our securities speculative or risky. When any one or
more of the following risks materialize from time to time, our
business, reputation, financial condition, cash flows, and results
of operations can be materially and adversely affected, and the
trading price of our common stock could decline. These risk factors
do not identify all risks that we face; our operations can also be
affected by factors that are not presently known to us or that we
currently consider to be immaterial to our operations. Due to risks
and uncertainties, known and unknown, our past financial results
may not be a reliable indicator of future performance, and
historical trends should not be used to anticipate results or
trends in future periods. Refer also to the other information set
forth in this Form 10-K, including in the MD&A and Financial
Statements and Supplemental Details sections.
Changes in product demand can adversely affect our financial
results.
Demand for our products is variable and hard to predict.
Our products are used in different market segments, and demand for
our products varies within or among them. It is difficult to
forecast these changes and their impact. For example, we expect the
PC TAM to grow over time driven by factors such as a larger
installed base, new platforms, shorter replacement cycles, and
adoption in new markets; however, the PC industry has been highly
cyclical in the past, and these growth expectations may not
materialize, or we may fail to capitalize on them. Changes in the
demand for our products, particularly our CCG, DCAI, and NEX
platform products, have reduced and can in the future reduce our
revenue, lower our gross margin, or require us to write down the
value of our assets.
Important factors that lead to variation in the demand for our
products include:
▪business
conditions, including downturns in the market segments in which we
operate, or in global or regional economies;
▪consumer
confidence, income levels, and customer capital spending, which can
be impacted by changes in market conditions, including changes in
government borrowing or spending, taxation, interest rates, the
credit market, current or expected inflation, employment, and
energy or other commodity prices;
▪geopolitical
conditions, including trade policies;
▪our
ability to timely introduce competitive products;
▪competitive
and pricing pressures, including new product introductions and
other actions taken by competitors;
▪the
level of our customers' inventories and computing
capacity;
▪customer
order patterns and order cancellations, including as a result of
maturing product cycles for our products, customers' products, and
related products such as operating system upgrade cycles; and
disruptions affecting customers, such as the delays in obtaining
tools, components, and other supplies as a result of
COVID-19-related port shutdowns in China that negatively impacted
demand for our business in 2022, as well as the industry substrate
and component shortages that negatively impacted demand across
several of our businesses in 2021;
▪market
acceptance and industry support of our products and services,
including the introduction and availability of software and other
products used together with our products, as well as our foundry
services offerings through IFS; and
▪customer
product needs and emerging technology trends, including changes in
the levels and nature of customer and end-user computing workloads,
such as work-, hybrid-, and learn-from-home trends.
Due to the complexity of our manufacturing operations, we are not
always able to timely respond to fluctuations in demand and we may
incur significant charges and costs.
Because we own and operate high-tech fabrication facilities, our
operations have high costs that are fixed or difficult to reduce in
the short term, including our costs related to utilization of
existing facilities, facility construction and equipment, R&D,
and the employment and training of a highly skilled workforce. To
the extent product demand decreases or we fail to forecast demand
accurately, our gross margin and operating income can be
disproportionately affected due to our high fixed cost structure,
which is difficult to reduce in response to lower revenues. We
could also be required to write off inventory or record excess
manufacturing capacity charges, which would also lower our gross
margin and operating income. To the extent the demand decrease is
prolonged, our manufacturing or assembly and test capacity could be
underutilized, and we may be required to write down our long-lived
assets, which would increase our expenses. We may also be required
to shorten the useful lives of under-used facilities and equipment
and accelerate depreciation. As we continue to make substantial
investments in increasing our manufacturing capacity as part of our
IDM 2.0 strategy, these underutilization risks may be heightened.
Conversely, at times, demand increases or we fail to forecast
accurately or produce the mix of products demanded. To the extent
we are unable to add capacity or increase production fast enough,
we are at times required to make production decisions and/or are
unable to fully meet market demand, which can result in a loss of
revenue opportunities or market share, legal claims, and/or damage
to customer relationships.
Our IDM 2.0 investments in capacity and our process technology
roadmap require capital expenditures above our historical levels,
and if demand for our IFS business grows rapidly, we anticipate
that we would need to accelerate our planned investments to meet
that demand. To the extent we do not generate expected cash flows,
we may be required to increase our use of external funding sources
to fund our investments and operations, which may not be available
on favorable terms or at all. Legislation in the US and EU has been
adopted to provide government funding for semiconductor
manufacturing expansions in those regions, but there is uncertainty
as to the amounts and timing of funding we may receive and as to
any restrictions on recipients. To the extent such funding is below
our expectations, our anticipated cash requirements would increase.
Our construction projects to expand capacity require available
sources of labor, materials, and equipment. Increasing demand for
such sources, including from other foundries; supply constraints,
labor shortages, and other adverse market conditions; issues with
permits or approvals; on-site incidents; and other construction
issues arise from time to time and can result in significant delays
and increased costs for our projects, as well as legal and
reputational harm.
We face significant competition.
The industry in which we operate is highly competitive and subject
to rapid technological, geopolitical and market developments;
changes in industry standards; changes in customer and end-user
needs, expectations, and preferences; and frequent product
introductions and improvements. When we do not anticipate or
respond to these developments, our competitive position can weaken,
and our products or technologies can become uncompetitive or
obsolete. Our competitive environment has intensified, and we
expect it to continue to do so in the future.
Our products primarily compete based on performance, energy
efficiency, integration, ease-of-use, innovative design, features,
workload optimization, price, quality, reliability, security,
software ecosystem and developer support, time-to-market, reliable
product roadmap execution, brand recognition, customer support and
customization, and availability. The importance of these factors
varies by product and market segment. For example, our competitors
have introduced data center and client platform products with
performance improvements and additional processor core counts that
have contributed to an increasingly competitive environment. In our
IOTG business within NEX, for example, interoperability,
connectivity, safety, security, industrial use conditions, and
long-life support are among the key competitive factors. To the
extent our products do not meet our customers' requirements across
these factors in an increasingly competitive landscape, our
business and results of operation can be harmed.
We face intense competition across our product portfolio from
companies offering platform products, such as AMD and Qualcomm;
accelerator products such as GPUs, including those offered by
NVIDIA; other accelerator products such as ASICs,
application-specific standard products, and FPGAs; memory and
storage products; connectivity and networking products; and other
semiconductor products. Some of these competitors have developed or
utilize competing computing architectures and platforms, such as
the ARM architecture, and these architectures and platforms can
produce beneficial network effects for competitors when an
ecosystem of customers and application developers for such
architectures and platforms grows at scale. For example, ARM-based
products are being used in PCs and servers, which could lead to
further development and growth of the ARM ecosystem. We also
compete with internally developed semiconductors from OEMs, cloud
service providers, and others, some of whom are customers. Some of
these customers vertically integrate their own semiconductor
designs with their software assets and/or customize their designs
for specific computing workloads. For example, in 2020, Apple
introduced PC products utilizing its own internally developed
ARM-based semiconductor designs in place of our client CPUs, and we
face increasing competition from Apple's products and
ecosystem.
Most of our competitors rely on third-party foundries, such as TSMC
or Samsung Electronics Co., Ltd., and subcontractors for
manufacture and assembly and test of their semiconductor components
and products. Manufacturing process improvements introduced by TSMC
have contributed, and may continue to contribute, to increasingly
competitive offerings by our competitors. While we have set out a
process technology roadmap to attain future process
performance-per-watt parity and leadership relative to TSMC, our
plans are subject to a number of risks and we could fail to realize
our goals, including due to changes in competitor technology
roadmaps, changes affecting our projections regarding our
technology or competing technology, and the risks described in the
section "We are vulnerable to product and manufacturing-related
risks." As an IDM, we have higher capital expenditures and R&D
spending than many of our "fabless" competitors. We also face new
sources of competition as a result of changes in industry
participants through, for example, acquisitions or business
collaborations, as well as new entrants, including in China, which
could have a significant impact on our competitive position. For
example, we could face increased competition as a result of China's
programs to promote a domestic semiconductor industry and supply
chains.
Introduction of competitive new products and technologies,
aggressive pricing, and other actions taken by competitors can harm
demand for our products, exert downward pricing pressure on our
products, and adversely affect our business. For example, our DCAI
revenue and platform ASPs were negatively impacted by the
competitive environment during 2022 and 2021. Additionally, a
number of business combinations and strategic partnerships in the
semiconductor industry have occurred over the last several years,
and more could occur in the future. For example, in 2022, Broadcom
announced an agreement to acquire VMware, and AMD completed its
acquisition of Xilinx, Inc. Consolidation could also lead to fewer
customers, partners, or suppliers, any of which could negatively
affect our financial results.
If we are not able to compete effectively, our financial results
will be adversely affected, including reduced revenue and gross
margin, and we may be required to accelerate the write-down of the
value of certain assets.
We invest significantly in R&D, and to the extent our R&D
efforts are unsuccessful, our competitive position can be harmed,
and we may not realize a return on our investments.
To compete successfully, we must maintain an effective R&D
program, develop new products and manufacturing processes, and
improve our existing products and processes, all ahead of
competitors. Our R&D efforts intensely utilize our different
forms of capital, and we incurred R&D expenses of $17.5 billion
in 2022, $15.2 billion in 2021and $13.6 billion in 2020. We are
focusing our R&D efforts across several key areas, including
process and packaging technology, our xPU products and features,
and software. These include ambitious initiatives, such as our
unified oneAPI portfolio of developer tools. We cannot guarantee
that all of these efforts will deliver the benefits we anticipate.
For example, we previously experienced significant delays in the
implementation of our 10nm process technology, and during 2020, we
announced that our Intel 4 process technology (formerly 7nm) would
be delayed relative to our prior expectations. To the extent we do
not timely introduce new manufacturing process technologies that
improve performance, performance per watt, and/or transistor
density with sufficient manufacturing yields and operational
efficiency, relative to competing foundry processes, we can face
cost, product performance, and time-to-market disadvantages. In
addition, periods of extended investment in R&D and operational
strategy can impact our financial condition and planning and may
result in periods of higher leverage, operating costs, borrowing
costs, and pressure on our credit ratings. Further, we are not
always able to timely or successfully develop new products,
including as a result of bugs, late changes to features due to
customer requests, or other design challenges. For example, in
2022, we announced that the release of our Sapphire Rapids product
would be delayed from the first half of 2022 to the second half of
2022. To the extent our R&D efforts do not develop new products
on schedule with improvements in areas like performance,
performance per watt, die utilization, and core counts, and/or with
new features such as optimizations for AI and other workloads, our
competitive position can be harmed. We have adopted a disaggregated
design approach for some of our future products, in which different
processors and components can be manufactured on different
processes and connected by advanced packaging technology into a
single package. This approach introduces new areas of complexity in
design and manufacturability, particularly in the deployment of
advanced packaging technologies, several of which are novel, have a
limited manufacturing history, and/or have increased costs. Delays
or failures in implementing disaggregated designs could adversely
affect our ability to timely introduce competitive products. For
example, adapting a processor or component design for a new or
different manufacturing process involves additional R&D expense
and can result in delays in the development of the associated
product and higher costs due to the utilization of more advanced
and expensive capital equipment.
We do not expect all of our R&D investments to be successful.
Some of our efforts to develop and market new products and
technologies fail or fall short of our expectations, or are not
well-received by customers, who may adopt competing technologies.
We make significant investments in R&D, and our investments are
growing as we pursue our IDM 2.0 strategy. Our investments at times
do not contribute to our future operating results for several
years, if at all, and such contributions at times do not meet our
expectations or even cover the costs of such
investments.
Our investments in new businesses, products, and technologies are
inherently risky and do not always succeed.
We have entered new areas and introduced new products and services
as we seek to capitalize on the opportunities presented by
ubiquitous computing, cloud to edge infrastructure, pervasive
connectivity, and AI. In recent years, we have expanded our product
offerings in areas such as discrete GPUs, mobility solutions, AI
accelerators, IPU products, and silicon photonics. As part of our
IDM 2.0 strategy, we announced plans to establish IFS as a major
provider of foundry capacity to manufacture semiconductors for
others and to implement an internal foundry operating model through
updates to our processes, systems, and guardrails between our
manufacturing and our individual business units. IFS faces
competition from well-established competitors such as TSMC and
Samsung, and to succeed, we will need to compete effectively across
factors such as availability and time-to-market of manufacturing
technology; advances in manufacturing processes in areas such as
performance, performance per watt, and density; manufacturing
capacity; price; margin; ease of use; quality; yields; customer
satisfaction; and ecosystem support. Our "big bets" are inherently
risky and are not always successful. For example, in 2022, we wound
down Intel Optane; in 2020, we agreed to sell our NAND memory
business to SK hynix; and in 2019, we exited the 5G smartphone
modem business--three of our prior big bets--based on our
determination that there was no clear path to profitability for
those businesses.
These new and developing areas and products represent a significant
portion of our revenue growth opportunity, and they also introduce
new sources of competition, including, in some cases, incumbent
competitors with established technologies, ecosystems, and customer
bases, lower prices, margins, or costs, and greater brand
recognition. These developing products and market segments require
significant investment, do not always grow as projected or at all,
or sometimes adopt competing technologies, and we may not realize
an adequate return on our investments. For example, AI and machine
learning are increasingly driving innovations in technology, but if
we fail to develop leading products for these workloads, or if our
customers use competing technologies, we may not realize a return
on our investments in these areas. Similarly, while we see
significant opportunity in networking infrastructure and the
distribution of computing to the network edge, we expect intense
competition for this opportunity and may not succeed in our
efforts. To be successful, we need to cultivate relationships with
customers and partners in these market segments and continue to
improve our offerings. Despite our ongoing efforts, there is no
guarantee that we will achieve or maintain market demand or
acceptance for our products and services in these various market
segments or realize an adequate return on our investments, which
could lead to impairment of assets and restructuring charges, as
well as opportunity costs.
Changes in the mix of products sold can materially impact our
financial results.
Our pricing and margins vary across our products and market
segments due in part to marketability of our products and
differences in their features or manufacturing costs. For example,
our platform product offerings range from lower-priced and
entry-level platforms, such as those based on Intel Atom
processors, to higher-end platforms based on Intel Xeon processors.
Our adjacent products also typically have significantly lower
margins than our higher-priced platform products, and at times are
not profitable. To the extent demand shifts from our higher-priced
to lower-priced platform products in any of our market segments, or
our adjacent products represent a greater share of our mix of
products sold, our gross margin percentage has decreased and may
decrease again.
We are vulnerable to product and manufacturing-related
risks.
We are subject to risks associated with the development and
implementation of new manufacturing technologies.
Production of integrated circuits is a complex process. We are
continually engaged in the development of next-generation process
technologies at increasingly advanced nodes as we seek to realize
the benefits of Moore's Law. Forecasting our progress and schedule
for developing advanced nodes is challenging, and at times we
encounter unexpected delays due to the complexity of interactions
among steps in the manufacturing process, challenges in using new
materials or new production equipment, and other issues. Diagnosing
defects in our manufacturing processes often takes a long time, as
manufacturing throughput times can delay our receipt of data about
defects and the effectiveness of fixes, and defects can be more
serious and difficult to resolve than initially
understood.
We are not always successful or efficient in developing or
implementing new process nodes and manufacturing processes. We
experienced significant delays in implementing our 10nm process
technology, and in 2020, we encountered a defect mode in the
development of our Intel 4 process technology (formerly 7nm) that
resulted in delays relative to our prior expectations. In 2022,
Sapphire Rapids was also delayed to build in more platform and
product validation time. These delays have allowed competitors
using third-party foundries such as TSMC to benefit from
advancements in manufacturing processes introduced ahead of us by
these competing foundries, including improvements in performance,
energy efficiency, and other features, which have helped increase
the competitiveness of their products. Because of these prior
delays in our process technologies, we may experience greater
adverse competitive impacts in the event of delays in the
development of future manufacturing process technologies and
products.
Our efforts to innovate involve significant expense and carry
inherent risks, including difficulties in designing and developing
next-generation process and packaging technologies, and investments
in manufacturing assets and facilities that are made years in
advance of the technology introduction. We cannot guarantee that we
will realize the expected benefits of next-generation process
technologies, including the expected cost, performance, power, and
density advantages, or that we will achieve an adequate return on
our capital and R&D investments, particularly as development of
new nodes has grown increasingly expensive. In such circumstances,
we may be required to write down the value of some of our
manufacturing assets and facilities, increasing our
expenses.
Risks inherent in the development of next-generation process
technologies include production timing delays,
lower-than-anticipated manufacturing yields, longer manufacturing
throughput times, failure to achieve expected performance, power,
and area improvements, and product defects and
errata. Production timing delays have at times caused us to
miss customer product design windows, which can result in lost
revenue opportunities and damage to our customer relationships.
Furthermore, when the introduction of next-generation process nodes
is delayed, adding cores or other competitive features to our
products can result in larger die size products, manufacturing
supply constraints, and increased product costs. Lower
manufacturing yields and longer manufacturing throughput times,
compared to previous process nodes, can increase our product costs
and adversely affect our gross margins, and can contribute to
manufacturing supply constraints. A new process node typically has
higher costs compared to a mature node due to factors that include
higher depreciation costs and lower yields, and costs and yields at
times do not improve at the same rate as on prior nodes. As the die
size of our products has increased and our manufacturing process
nodes have shrunk, our products and manufacturing processes have
grown increasingly complex and more susceptible to product defects
and errata, which at times also contribute to production timing
delays and lower yields.
From time to time, disruptions in the production process result
from errors; defects in materials; delays in obtaining or revising
permits and licenses; interruptions in our supply of materials,
resources, or production equipment; adverse changes in equipment
productivity; and disruptions at our fabrication and assembly and
test facilities due to accidents, maintenance issues, power
interruptions, equipment malfunctions, or unsafe working
conditions—all of which could affect the timing of production ramps
and yields. Production issues periodically lead to increased costs
and affect our ability to meet product demand, which can adversely
impact our business and the results of operations. In addition,
delays in our product introductions can cause us to become less
competitive and lose revenue opportunities, and our gross margin
could be adversely affected because we incur significant costs up
front in a product's lifecycle stage and earn revenue to offset
these costs over time.
We face supply chain risks.
We have a highly complex global supply chain composed of thousands
of suppliers. These suppliers provide direct materials for our
production processes; supply tools, equipment, and IP (via
licenses) for our factories; deliver logistics and packaging
services; and supply software, lab and office equipment, and other
goods and services used in our business. We also rely on suppliers
to provide certain components for our products and to manufacture
and assemble and test some of our components and products. From
time to time, we are negatively impacted by supply chain issues,
including:
▪suppliers
extending lead times, experiencing capacity constraints, limiting
or canceling supply, allocating supply to other customers including
competitors, delaying or canceling deliveries, or increasing
prices;
▪supplier
quality issues;
▪cybersecurity
events, IP or other litigation, manmade or natural disasters,
operational failures, or other events that disrupt
suppliers;
▪long
lead times to qualify alternate or additional suppliers, or the
unavailability of qualified alternate suppliers; and
▪increased
legislation, regulation, or stakeholder expectations regarding
responsible sourcing practices, such as heightened reporting and
other obligations with regard to environmental impacts, the risk of
forced labor, or supplier conduct that does not meet such
standards, which can result in supply chain disruptions, the loss
of a supplier, and the government seizure of goods, as well as
cause our compliance costs to increase or result in publicity that
negatively affects our reputation.
These and other supply chain issues can increase our costs, disrupt
or reduce our production, delay our product shipments, prevent us
from meeting customer demand, and damage our customer
relationships. They may keep us from successfully implementing our
business strategy and can materially harm our business, competitive
position, results of operation, and financial condition. From time
to time, our customers experience disruptions or shortages in their
own supply chains that constrain their demand for our products.
During 2022, macroeconomic and geopolitical conditions, as well as
outbreaks of COVID-19 in certain regions of the world, caused
supply chain disruptions and delays in obtaining tools and other
components, while in 2021, the semiconductor industry experienced
widespread shortages of substrates and other components and
available foundry manufacturing capacity. These shortages have
previously limited our ability to supply customer demand in certain
of our businesses, such as for our FPGA products, and have
adversely affected customer demand for our products, including in
our CCG and DCAI businesses, as some customers have been unable to
procure sufficient quantities of third-party components used
together with our products to produce finished systems. It is
difficult to predict the future impact of these shortages when they
occur.
To obtain future supply of certain materials and components,
particularly substrates, and third-party foundry manufacturing
capacity, we have entered into arrangements with some of our
suppliers that involve long-term purchase commitments and/or large
prepayments. These arrangements may not be adequate to meet our
requirements, or our suppliers may fail to deliver committed
volumes on time or at all, or their financial condition may
deteriorate. If future customer demand over the horizon of such
arrangements falls below our expectations, we could have excess or
obsolete inventory, unneeded capacity, and increased costs, and our
prepayments may not be fully utilized, and in some cases may not be
fully recoverable.
We utilize third-party foundries and component suppliers to
manufacture or supply certain components and products for areas
such as networking, communications, graphics, programmable
semiconductor solutions, and memory. As part of our IDM 2.0
strategy, we expect
to increase our use of third-party foundries for manufacturing,
which will include modular tiles manufactured on advanced foundry
process technologies for use in our core computing offerings.
Delays in the development of foundries’ future manufacturing
processes could delay the introduction of products or components we
design for such processes, and insufficient foundry capacity could
prevent us from meeting customer demand.
We typically have less control over delivery schedules, design and
manufacturing co-optimization, manufacturing yields, quality,
product quantities, and costs for components and products that are
manufactured by third parties.
Where possible, we seek to have several sources of supply. However,
for certain components, services, materials, and equipment, we rely
on a single or a limited number of suppliers, or upon suppliers in
a single location. For example, ASML is currently the sole supplier
of EUV photolithography tools that we will be deploying in our
Intel 4 and other future manufacturing process nodes. These tools
are highly complex to develop and produce, and increasingly costly,
and from time to time there are increases in lead times or delays
in their development and availability, which could delay the
development or ramp of our future process nodes. As a further
example, a limited number of third-party foundries offer
leading-edge manufacturing processes, and these providers are
geographically concentrated in Asia. Supplier consolidation or
business failures can also reduce the pool of qualified suppliers.
Sole- or limited-source suppliers can impact the nature, quality,
availability, and pricing of the products and services available to
us and intensify the other risks described in this risk
factor.
Our disaggregated design strategy introduces additional production
risks.
Our disaggregated design strategy poses increased logistical risks
and challenges, particularly where we decide to manufacture
different product components on different process technologies,
including third-party foundries' process technologies. To combine
components in a single package, they need to be manufactured on a
timely basis and in sufficient quantities, while the manufacturing
processes we utilize may have differing yields, throughput times,
and capacity constraints. We may be required to safely store some
components pending the manufacture of others. Delays or quality
issues with one component could limit our ability to manufacture
the entire completed product. In addition, the packaging
technologies used to combine these components can increase our
costs and may introduce additional complexity and quality issues.
To the extent we are unable to manage these risks, our ability to
timely supply competitive products can be harmed and our costs
could increase.
We are subject to the risks of product defects, errata, or other
product issues.
From time to time, we identify product defects, errata (deviations
from published specifications), and other product issues, which can
result from problems in our product design or our manufacturing and
assembly and test processes. Components and products we purchase or
license from third-party suppliers, or gain through acquisitions,
can also contain defects. Product issues also sometimes result from
the interaction between our products and third-party products and
software. We face risks if products that we design, manufacture, or
sell, or that include our technology, cause personal injury or
property damage, even where the cause is unrelated to product
defects or errata. These risks may increase as our products are
introduced into new devices, market segments, technologies, or
applications, including transportation, autonomous driving,
healthcare, communications, financial services, and other
industrial, critical infrastructure, and consumer
uses.
Costs from defects, errata, or other product issues could
include:
▪writing
off some or all of the value of inventory;
▪recalling
products that have been shipped;
▪providing
product replacements or modifications;
▪providing
consideration to customers, including reimbursement for certain
costs they incur;
▪defending
against litigation and/or paying resulting damages;
and
▪paying
fines imposed by regulatory agencies.
These costs could be large and may increase expenses and lower
gross margin, and/or result in delay or loss of revenue. Mitigation
techniques designed to address product issues, including software
and firmware updates, are not always available on a timely basis—or
at all—and do not always operate as intended or effectively resolve
such issues for all applications. We and third parties, such as
hardware and software vendors, make prioritization decisions about
which product issues to address, which can delay, limit, or prevent
development or deployment of a mitigation and harm our reputation
and result in costs. Product defects, errata, or other product
issues and/or mitigation techniques can result in product failures,
adverse performance and power effects, reboots, system instability
or unavailability, loss of functionality, data loss or corruption,
unpredictable system behavior, decisions by customers and end users
to limit or change the applications in which they use our products
or product features, and other issues. Product issues can damage
our reputation, negatively affect product demand, delay product
releases or deployment, result in legal liability, or make our
products less competitive, which could harm our business and
financial results. Subsequent events or new information can develop
that changes our assessment of the impact of a product issue. In
addition, our liability insurance coverage has certain exclusions
or may not adequately cover liabilities incurred. Our insurance
providers may be unable or unwilling to pay a claim, and losses not
covered by insurance could be large, which could harm our financial
condition.
We face risks related to security vulnerabilities in our
products.
We or third parties regularly identify security vulnerabilities
with respect to our processors and other products, as well as the
operating systems and workloads that run on them and the components
that interact with them. Components and IP we purchase or license
from third parties for use in our products, as well as
industry-standard specifications we implement in our products, are
also regularly subject to security vulnerabilities. Our processors
and other products are being used in application areas that create
new or increased cybersecurity and privacy risks, including
applications that gather and process large amounts of data, such as
the cloud or Internet of Things, and critical infrastructure and
automotive applications. The security vulnerabilities identified in
our processors include a category known as side-channel
vulnerabilities, such as the variants referred to as "Spectre" and
"Meltdown." Additional categories and variants have been identified
and are expected to continue to be identified. Publicity about
these and other security vulnerabilities has resulted in, and is
expected to continue to result in, increased attempts by third
parties to identify additional vulnerabilities. Security and
manageability features in our products cannot make our products
absolutely secure, and these features themselves are subject to
vulnerabilities and attempts by third parties to identify
additional vulnerabilities. Vulnerabilities are not always
mitigated before they become known. We, our customers, and the
users of our products do not always promptly learn of or have the
ability to fully assess the magnitude or effects of a
vulnerability, including the extent, if any, to which a
vulnerability has been exploited. Subsequent events or new
information can develop that changes our assessment of the impact
of a security vulnerability, including additional information
learned as we develop and deploy mitigations or updates, become
aware of additional variants, evaluate the competitiveness of
existing and new products, and address future warranty or other
claims or customer satisfaction considerations, as well as
developments in the course of any litigation or regulatory
inquiries or actions over these matters.
Mitigation techniques designed to address security vulnerabilities,
including software and firmware updates or other preventative
measures, are not always available on a timely basis—or at all—and
at times do not operate as intended or effectively resolve
vulnerabilities for all applications. In addition, we are often
required to rely on third parties, including hardware, software,
and services vendors, as well as our customers and end users, to
develop and/or deploy mitigation techniques, and the availability,
effectiveness, and performance impact of mitigation techniques can
depend solely or in part on the actions of these third parties in
determining whether, when, and how to develop and deploy
mitigations. Export restrictions may impede our ability to provide
updates or patches to customers in certain geographies or that
appear on sanctions lists, potentially leaving systems unpatched
and open to exploitation. Further, sanctions lists may include
third parties with whom we need to interact for coordinated
vulnerability disclosure, which may impair our ability to receive
information about vulnerabilities and to deliver mitigations for
them. We and such third parties make prioritization decisions about
which vulnerabilities to address, which can delay, limit, or
prevent development or deployment of a mitigation and harm our
reputation. Security vulnerabilities and/or mitigation techniques
can result in adverse performance or power effects, reboots, system
instability or unavailability, loss of functionality, data loss or
corruption, unpredictable system behavior, decisions by customers
and end users to limit or change the applications in which they use
our products or product features, and/or the misappropriation of
data by third parties.
Security vulnerabilities and any limitations or adverse effects of
mitigation techniques can adversely affect our results of
operations, financial condition, customer relationships, prospects,
and reputation in a number of ways, any of which may be material.
For example, whether or not vulnerabilities involve attempted or
successful exploits, they may result in our incurring significant
costs related to developing and deploying updates and mitigations,
writing down inventory value, defending against product claims and
litigation, responding to regulatory inquiries or actions, paying
damages, addressing customer satisfaction considerations, providing
product replacements or modifications, or taking other remedial
steps with respect to third parties. Adverse publicity about
security vulnerabilities or mitigations could damage our reputation
with customers or users and reduce demand for our products and
services. These effects may be greater to the extent that competing
products are not susceptible to the same vulnerabilities or if
vulnerabilities can be more effectively mitigated in competing
products. Moreover, third parties can release information regarding
potential vulnerabilities of our products before mitigations are
available, which, in turn, could lead to attempted or successful
exploits, adversely affect our ability to introduce mitigations, or
otherwise harm our business and reputation.
We are subject to risks associated with environmental, health, and
safety and product regulations.
The design, manufacturing, assembly and test of our products
require the use and purchase of materials and chemicals that are
subject to a broad array of environmental, health, and safety laws
and regulations. Our operations and those of our suppliers are
further governed by regulations prohibiting the use of forced labor
(e.g., mining conflict minerals), and restrictions on other
materials, as well as laws or regulations governing the operation
of our facilities, sale and distribution of our products, and use
of our real property. The scope and interpretation of such laws and
regulations, including the materials they govern, are complex and
continue to evolve. The procedures and processes in place under our
compliance program may become onerous or increasingly expensive to
maintain and cannot guarantee compliance by employees or third
parties to whom such laws apply. The amendment or expansion of
these laws or regulations, as well as our failure or inability to
comply with them (including as a result of acquired entities) can
result in regulatory penalties, fines, and legal liabilities;
increased costs; additional remediation obligations; suspension of
production; alteration, suspension, or termination of our
manufacturing and assembly and test processes, including due to an
inability to find, afford, or attain adequate substitute materials,
equipment, or processes; damage to our reputation; and restrictions
on our operations or sales. In addition, the failure or inability
to comply by our suppliers of these materials can require us to
suspend or alter our production processes and sources, and result
in increased risks and costs.
The failure or inability by us or our customers and suppliers to
manage the use, transportation, emissions, discharge, storage,
recycling, or disposal of hazardous materials can lead to increased
costs or future liabilities. Environmental regulations, such as air
quality and wastewater requirements, may impede our ability to
expand or modify our manufacturing capability in the future.
Environmental laws and regulations sometimes require us to acquire
additional pollution abatement or remediation equipment, modify
product designs, cease the use of a particular material or process,
remove or remediate hazardous substances, or incur other expenses
or liabilities. Regulations in response to climate change could
result in increased manufacturing costs associated with air
pollution requirements. For example, semiconductor manufacturing
uses perfluorocarbons, which have historically made up a large
portion of our direct greenhouse gas emissions. New or increased
regulations limiting the use of such compounds, or other greenhouse
gas emissions, could require us to install additional abatement
equipment, purchase carbon offsets, and/or alter, where feasible,
our production processes and sources. In addition, new or increased
climate change regulation could increase our energy costs, for
example as a result of carbon pricing impacts on electrical
utilities. As we expand our manufacturing capacity as part of our
IDM 2.0 strategy, the impacts of future regulation could be
magnified. Many new materials that we are evaluating for use in our
operations are subject to regulation under environmental laws and
regulations. These restrictions could harm our business and results
of operations by increasing our expenses or requiring us to alter
manufacturing and assembly and test processes.
We have established and report on our initiatives, aspirations, and
goals related to corporate responsibility matters, which exposes us
to numerous risks.
A wide range of stakeholders, including governments, customers,
employees, and investors, are increasingly focused on and
developing expectations regarding corporate responsibility matters
such as sustainability, human capital management, data privacy and
cyber security, and human rights. This attention has resulted in a
variety of required and voluntary reporting regimes that are not
harmonized and continue to change. For example, governments around
the world have enacted or are contemplating legislation and
regulation that may impact how we conduct and/or report on our
business by requiring the disclosure and tracking of certain
greenhouse emissions and other climate and biodiversity
information, and/or cyber security or human capital matters related
to our business. Third-party groups and non-profit organizations,
among others, have also established standards for rating, or
frameworks for reporting, on corporate responsibility initiatives.
In response to the evolving stakeholder expectations and new or
proposed standards, customers and investors have formalized and
expanded their own corporate responsibility goals and expectations
that may influence how they assess, invest in, or utilize other
businesses. If we fail to set or achieve corporate responsibility
initiatives that meet our stakeholders' expectations, that could
negatively impact us. Our corporate responsibility initiatives,
including our 2030 RISE strategy and related goals, could also
expose us to heightened scrutiny and numerous financial, legal,
reputational, operational, compliance and other risks, including
lost customer opportunities, that could negatively impact
us.
Our achievement of initiatives, aspirations, and goals related to
corporate responsibility matters, including those related to
sustainability, is not guaranteed and is subject to numerous
conditions, risks, and expectations; standards, processes, and
methodologies that are early in their advancement and continue to
evolve; and science for which development is ongoing. Our RISE
strategy and related goals, and expectations about costs to achieve
those goals, are based on current iterations of varied process and
reporting frameworks, as well as management's current expectations
regarding the availability, efficiency, development, and cost of
particular technologies, consumer trends, and other assumptions,
and changes in those items could negatively impact our ability to
achieve those goals, or the cost of achieving them. From time to
time, we may change, expand, or reduce the standards to which we
report or goals that we seek to meet. Our failure or inability to
achieve such goals—or the perception by stakeholders of such
failure or inability—may negatively affect our reputation or
results of operations. Even if achieved, these matters may not
result in some or all of the benefits anticipated at the time they
were established.
The COVID-19 pandemic could materially adversely affect our
financial condition and results of operations.
The COVID-19 pandemic has previously adversely affected significant
portions of our business and could have a material adverse effect
on our financial condition and results of operations. Authorities
in jurisdictions where we operate, or in which our suppliers,
customers, or others operate, have imposed, and businesses and
individuals have implemented,
varied measures to try to manage or contain the virus or treat its
impact, such as travel bans and restrictions, quarantines,
shelter-in-place/stay-at-home
and social distancing orders, shutdowns, and vaccine requirements.
These measures have impacted and may further impact our workforce
and operations, the operations and demands of our customers, and
those of our respective suppliers and partners. We have
experienced, and could in the future experience, reduced workforce
availability at some of our sites, construction delays, and reduced
capacity at some of our suppliers. We have significant
manufacturing operations in the US, Ireland, Israel, China,
Malaysia, and Vietnam, and some of these countries
continue to take measures in response to the pandemic. Restrictions
on our manufacturing or support operations or workforce, similar
limitations for our suppliers, and transportation restrictions or
disruptions can limit our ability to meet customer demand and could
have a material adverse effect on our financial condition and
results of operations. Our customers have experienced, and may in
the future experience, disruptions in their operations and supply
chains, which can result in delayed, reduced, or cancelled orders,
or collection risks, and which may adversely affect our results of
operations.
The pandemic has caused us to modify our business practices,
including with respect to flexible work and social distancing
measures. These and other measures introduce additional operational
risks, including cybersecurity risks, and have affected the way we
conduct our product development, validation, and qualification;
customer support; and other activities, which could have a material
adverse effect on our operations. The pandemic has also previously
resulted in substantial economic uncertainty and volatility and
disrupted historical patterns related to demand for our products
and services that may impact our ability to accurately predict
future demand, trends, or other matters that may impact our
financial performance. The degree to which COVID-19 impacts our
results will depend on future developments, and there is no
certainty that measures we have taken or will take will be
sufficient to mitigate the risks posed by the virus. Additional
impacts and risks may arise that we or our customers, suppliers,
and other partners are not aware of or able to respond to
effectively, and which may adversely affect us. The impact of
COVID-19 can also exacerbate other risks discussed in these risk
factors and throughout this report.
We operate globally and are subject to significant risks in many
jurisdictions.
Global or regional conditions can harm our financial
results.
We have manufacturing, assembly and test, R&D, sales, and other
operations in many countries, and some of our business activities
are concentrated in one or more geographic areas. Moreover, sales
outside the US accounted for 74% of our revenue for the fiscal year
ended December 31, 2022, with revenue from billings to China
contributing 27% of our total revenue. As a result, our operations
and our financial results, including our ability to execute our
business strategy, manufacture, assemble and test, design, develop,
or sell products, and the demand for our products, are at times
adversely affected by a number of global and regional factors
outside of our control.
Adverse changes in global or regional economic conditions
periodically occur, including recession or slowing growth; changes
or uncertainty in fiscal, monetary, or trade policy; higher
interest rates; tighter credit; inflation; lower capital
expenditures by businesses, including on IT infrastructure;
increases in unemployment; and lower consumer confidence and
spending. Adverse changes in economic conditions can significantly
harm demand for our products and make it more challenging to
forecast our operating results and make business decisions,
including regarding prioritization of investments in our business.
An economic downturn or increased uncertainty may also lead to
increased credit and collectability risks, higher borrowing costs
or reduced availability of capital and credit markets, reduced
liquidity, adverse impacts on our suppliers, failures of
counterparties including financial institutions and insurers, asset
impairments, and declines in the value of our financial
instruments.
We can be adversely affected by other global and regional factors
that periodically occur, including:
▪geopolitical
and security issues, such as armed conflict and civil or military
unrest, political instability, human rights concerns, and terrorist
activity, including, for example, geopolitical tensions and
conflict affecting Israel, where our Mobileye business headquarters
and certain of our fabrication facilities are located;
▪natural
disasters, public health issues (including pandemics), and other
catastrophic events;
▪inefficient
infrastructure and other disruptions, such as supply chain
interruptions, materials shortages or delays, and large-scale
outages or unreliable provision of services from utilities,
transportation, data hosting, or telecommunications
providers;
▪formal
or informal imposition of new or revised export, import, or
doing-business regulations, including trade sanctions, tariffs, and
changes in the ability to obtain export licenses, which could be
changed without notice;
▪government
restrictions on, or nationalization of, our operations in any
country, or restrictions on our ability to repatriate earnings from
or distribute compensation or other funds in a particular
country;
▪adverse
changes relating to government grants, tax credits, or other
government incentives, including more favorable incentives provided
to competitors;
▪differing
employment practices and labor issues, including restricted access
to talent;
▪ineffective
legal protection of our IP rights in certain
countries;
▪local
business and cultural factors that differ from our current
standards and practices;
▪continuing
uncertainty regarding social, political, immigration, and tax and
trade policies in the US and abroad; and
▪fluctuations
in the market values of our domestic and international investments,
and in the capital and credit markets, which can be negatively
affected by liquidity, credit deterioration or losses, interest
rate changes, financial results, political risk, sovereign risk, or
other factors.
For example, in 2022, in response to Russia’s war with Ukraine,
numerous countries and organizations have imposed financial and
other sanctions and export controls against Russia and Belarus,
while businesses, including Intel, have limited or suspended
Russian operations. Russia has likewise imposed currency
restrictions and regulations and may further take retaliatory trade
or other actions, including the nationalization of foreign
businesses. These and other actions have exposed the company to the
risks described herein and to additional uncertainty and risks
regarding increases to supply, commodity, and other costs, damage
to our reputation, and cyberattacks; and may increase the
likelihood, or amplify the impacts, of other risks, including those
highlighted in these risk factors and throughout this
report.
We are also subject to risks related to the cessation of US dollar
LIBOR. Certain of our derivatives and floating-rate investments
reference US dollar LIBOR, and a portion of our indebtedness bears
interest at variable interest rates, primarily based on US dollar
LIBOR. No new US dollar LIBOR-based activity can be conducted after
2021, and US dollar LIBOR will be unavailable for use in our
existing contracts and financial instruments beyond June 30, 2023.
While reasonable alternatives to LIBOR have been introduced into
markets, our transition from LIBOR to alternative reference rates
could result in an increase in our interest expense and/or a
reduction in our interest income.
We are subject to risks related to trade policies and
regulations.
Trade policies and disputes at times result in increased tariffs,
trade barriers, and other protectionist measures, which can
increase our manufacturing costs, make our products less
competitive, reduce demand for our products, limit our ability to
sell to certain customers, limit our ability to procure components
or raw materials, or impede or slow the movement of our goods
across borders. Increasing protectionism and economic nationalism
may lead to further changes in trade policies and regulations,
domestic sourcing initiatives, or other formal and informal
measures that could make it more difficult to sell our products in,
or restrict our access to, some markets.
In particular, trade tensions between the US and China have led to
increased tariffs and trade restrictions, including tariffs
applicable to some of our products, and have affected customer
ordering patterns. The US has imposed restrictions on the export of
US-regulated products and technology to certain Chinese technology
companies, including certain of our customers. These restrictions
have reduced our sales and continuing or future restrictions could
adversely affect our financial performance, result in reputational
harm to us, or lead such companies to develop or adopt technologies
that compete with our products. It is difficult to predict what
further trade-related actions governments may take, which may
include trade restrictions and additional or increased tariffs and
export controls imposed on short notice, and we may be unable to
quickly and effectively react to or mitigate such
actions.
Trade disputes and protectionist measures, or continued uncertainty
about such matters, could result in declining consumer confidence
and slowing economic growth or recession, and could cause our
customers to reduce, cancel, or alter the timing of their purchases
with us. Sustained geopolitical tensions could lead to long-term
changes in global trade and technology supply chains, and
decoupling of global trade networks, which could have a material
adverse effect on our business and growth prospects.
Laws and regulations can have a negative impact on our
business.
We are subject to laws and regulations worldwide that differ among
jurisdictions, affecting our operations in areas including, but not
limited to: IP ownership and infringement; tax; import and export
requirements; anti-corruption; foreign exchange controls and cash
repatriation restrictions; data privacy and localization
requirements; competition; advertising; employment and labor;
product regulations; environment, health, and safety requirements;
and consumer laws. Compliance with such requirements can be onerous
and expensive and may otherwise impact our business operations
negatively. For example, unfavorable developments with evolving
laws and regulations worldwide related to 5G or autonomous driving
technology and MaaS may limit global adoption, impede our strategy,
or negatively impact our long-term expectations for our investments
in these areas. Expanding privacy legislation and compliance costs
of privacy-related and data-protection measures could adversely
affect our customers and their products and services, particularly
in cloud, Internet of Things, and AI applications, which could in
turn reduce demand for our products used for those
workloads.
Our policies, controls, and procedures designed to help provide for
compliance with applicable laws cannot provide assurance that our
employees, contractors, suppliers, or agents will not violate such
laws or our policies. Violations of these laws and regulations can
result in fines; criminal sanctions against us, our officers, or
our employees; prohibitions on the conduct of our business; and
damage to our reputation. The technology industry is subject to
intense media, political, and regulatory scrutiny, which can
increase our exposure to government investigations, legal actions,
and penalties.
We are affected by fluctuations in currency exchange rates.
We are exposed to adverse as well as beneficial movements in
currency exchange rates. Although most of our sales occur in US
dollars, expenses may be paid in local currencies. An increase in
the value of the dollar can increase the real cost to our customers
of our products in those markets outside the US where we sell in
dollars, and a weakened dollar can increase the cost of expenses
such as payroll, utilities, tax, and marketing expenses, as well as
overseas capital expenditures. We also conduct certain
investing and financing activities in local currencies. Our hedging
programs may not be effective to offset any, or more than a
portion, of the adverse impact of currency exchange rate movements;
therefore, changes in exchange rates can harm our results of
operations and financial condition.
Changes in our effective tax rate may impact our net income.
A number of factors can impact our effective tax rate, which could
reduce or increase our net income,
including:
•changes
in the volume and mix of profits earned and location of assets
across jurisdictions with varying tax rates;
•the
resolution of issues arising from tax audits, including payment of
interest and penalties;
•changes
in the valuation of our deferred tax assets and liabilities, and in
deferred tax valuation allowances;
•adjustments
to income taxes upon finalization of tax returns;
•increases
in expenses not deductible for tax purposes, including impairments
of goodwill;
•changes
in available tax credits;
•changes
in our ability to secure new, or renew existing, tax holidays and
incentives;
•changes
in US federal, state, or foreign tax laws or their interpretation,
including changes in the US to the taxation of manufacturing
enterprises and of non-US income and expenses, and changes
resulting from the adoption by countries of the Organization for
Economic Co-operation and Development recommendations or other
legislative actions;
▪changes
in accounting standards; and
▪our
decision to repatriate non-US earnings for which we have not
previously provided for local country withholding taxes incurred
upon repatriation.
Catastrophic events can have a material adverse effect on our
operations and financial results.
Our operations and business, and those of our customers and
suppliers, can be disrupted by natural disasters; industrial
accidents; public health issues; cybersecurity incidents;
interruptions of service from utilities, transportation,
telecommunications, or IT systems providers; manufacturing
equipment failures; or other catastrophic events. For example, we
have at times experienced disruptions in our manufacturing
processes as a result of power outages, improperly functioning
equipment, and disruptions in supply of raw materials or
components, including due to cybersecurity incidents affecting our
suppliers. Our headquarters and many of our operations and
facilities are in locations that are prone to earthquakes and other
natural disasters. Global climate change can result in certain
natural disasters occurring more frequently or with greater
intensity, such as drought, wildfires, storms, sea-level rise, and
flooding, and could disrupt the availability of water necessary for
the operation of our fabrication facilities, including our
facilities located in water-sensitive regions such as Arizona and
Israel. In addition, to the extent we are unable to successfully
manage and conserve water resources, our reputation could be
harmed. In recent years, the west coast of the US has experienced
significant wildfires, including in Oregon, where we have major
manufacturing facilities, and in California, where we are
headquartered. The long-term effects of climate change on the
global economy and the technology industry in particular are
unclear but could be severe.
Catastrophic events could make it difficult or impossible to
manufacture or deliver products to our customers, receive
production materials from our suppliers, or perform critical
functions, which could adversely affect our revenue and require
significant recovery time and expenditures to resume operations.
While we maintain business recovery plans, some of our systems are
not fully redundant and we cannot be sure that our plans will fully
protect us from such disruptions. Furthermore, even if our
operations are unaffected or recover quickly, if our customers or
suppliers cannot timely resume their own operations due to a
catastrophic event, we may experience reduced or cancelled orders
or disruptions to our supply chain that may adversely affect our
results of operations.
We maintain a program of insurance coverage for a variety of
property, casualty, and other risks. The types and amounts of
insurance we obtain vary depending on availability, cost, and
decisions with respect to risk retention. Some of our policies have
large deductibles and broad exclusions. In addition, one or more of
our insurance providers may be unable or unwilling to pay a claim.
Losses not covered by insurance may be large, which could harm our
results of operations and financial condition.
Damage to our reputation can damage our business.
Our reputation is a critical factor in our relationships with
customers, employees, governments, suppliers, and other
stakeholders. Our failure to address, or the appearance of our
failure to address, issues that give rise to reputational risk,
including those described throughout these risk factors, could
significantly harm our reputation and our brands. Our reputation
can be impacted by catastrophic events; incidents involving
unethical behavior or misconduct; product quality, security, or
safety issues; allegations of legal noncompliance; internal control
failures; corporate responsibility and governance issues; data
breaches; workplace safety incidents; environmental incidents; our
response to climate change, including our greenhouse gas emission
levels; the use of our products for illegal or objectionable
applications, including AI and machine learning applications that
present ethical, regulatory, or other issues; marketing practices;
media statements; the conduct of our suppliers or representatives;
and other issues, incidents, or statements that, whether actual or
perceived, result in adverse publicity. To the extent we fail to
respond quickly and effectively to address corporate crises, the
ensuing negative public reaction could significantly harm our
reputation and our brands and could lead to increases in litigation
claims and asserted damages or subject us to regulatory actions or
restrictions.
Damage to our reputation could reduce demand for our products and
adversely affect our business and operating environment. It could
reduce investor confidence in us, adversely affecting our stock
price. It may also limit our ability to be seen as an employer of
choice when competing for highly skilled employees. Moreover,
repairing our reputation and brands may be difficult,
time-consuming, and expensive.
We are subject to cybersecurity and privacy risks.
We face risks related to cybersecurity threats and
incidents. We
regularly face attempts by others to gain unauthorized access
through the Internet, or to introduce malicious software, to our IT
systems. Individuals or organizations, including malicious hackers,
state-sponsored organizations, insider threats including employees
and third-party service providers, or intruders into our physical
facilities, at times attempt to gain unauthorized access and/or
corrupt the processes used to design and manufacture our hardware
products and our associated software and services. Due to the
widespread use of our products, we are a frequent target of
computer hackers and organizations that intend to sabotage,
compromise, take control of, or otherwise corrupt our manufacturing
or other processes, products, and services. We are also a target of
malicious attackers who attempt to gain access to our network or
data centers or those of our suppliers, customers, partners, or end
users; steal proprietary information related to our business,
products, employees, suppliers, and customers; interrupt our
systems and services or those of our suppliers, customers, or
others; or demand ransom to return control of such systems and
services. Such attempts are increasing in number and in technical
sophistication, and if successful, expose us and the affected
parties to risk of loss or misuse of proprietary or confidential
information or disruptions of our business operations, including
our manufacturing operations. Our IT infrastructure also includes
products and services provided by third parties, and these
providers can experience breaches of their systems and products, or
provide inadequate updates or support, which can impact the
security of our systems and our proprietary or confidential
information. In addition, we are a global company with operations
and employees around the world. We face risks related to the use or
misuse, inadvertent or otherwise, of our IT systems by employees,
vendors, and other individuals with access to our
systems.
From time to time, we encounter intrusions or unauthorized access
to our network, products, services, or infrastructure, as well as
those of third parties who provide products and services to us. For
example, in the fourth quarter of 2020, our Habana Labs
subsidiary’s network was breached, resulting in unauthorized
third-party access of certain confidential information, in
connection with a suspected unsuccessful ransomware attack. The
breach was confined to our subsidiary's network and has not had a
material impact on Habana Labs’ business. We are also subject to
risks associated with attacks involving our supply chain, such as
the compromise of IT infrastructure management software provided by
SolarWinds Corporation, reported in the fourth quarter of 2020.
During 2021, we have observed an increase in ransomware attacks in
our supply chain. In December 2021, a vulnerability named
“Log4Shell” was reported for the widely used Java logging library,
Apache Log4j 2. We reviewed the use of this library within our
software product portfolio and in our IT environment, but the steps
we have taken to mitigate the vulnerability may not be sufficient
to mitigate all related risks. To date, cybersecurity incidents
have not resulted in a material adverse impact to our business or
operations, but there can be no guarantee we will not experience
such an impact. Such incidents, whether or not successful, could
result in our incurring significant costs related to, for example,
rebuilding internal systems, writing down inventory value,
implementing additional threat protection measures, providing
modifications to our products and services, defending against
litigation, responding to regulatory inquiries or actions, paying
damages, providing customers with incentives to maintain the
business relationship, or taking other remedial steps with respect
to third parties, as well as reputational harm. In addition, these
threats are constantly evolving, thereby increasing the difficulty
of successfully defending against them or implementing adequate
preventative measures. As a result of the COVID-19 pandemic, remote
work and remote access to our systems has increased significantly,
which also increases our cybersecurity attack surface. We have also
seen an increase in cyberattack volume, frequency, and
sophistication driven by the global enablement of remote
workforces. We seek to detect and investigate unauthorized attempts
and attacks against our network, products, and services, and to
prevent their recurrence where practicable through changes or
updates to our internal processes and tools and changes or updates
to our products and services; however, we remain potentially
vulnerable to additional known or unknown threats. In some
instances, we, our suppliers, our customers, and the users of our
products and services can be unaware of an incident or its
magnitude and effects. There is increasing regulation regarding
responses to cybersecurity incidents, including reporting to
regulators, which could subject us to additional liability and
reputational harm.
Theft, loss, or misuse of personal data about our employees,
customers, or other third parties could increase our expenses,
damage our reputation, or result in legal or regulatory
proceedings.
The theft, loss, or misuse of personal data collected, used,
stored, or transferred by us to run our business, including data
stored with vendors or other third parties, could result in
significantly increased business and security costs or costs
related to defending legal claims. We anticipate that our
collection of such personal data will increase as we enter into the
MaaS market in our Mobileye business, and it may increase as we
enter into other new or adjacent businesses. Global privacy
legislation, enforcement, and policy activity in this area are
rapidly expanding and creating a complex regulatory compliance
environment. Costs to comply with and implement these
privacy-related and data-protection measures could be significant,
and noncompliance could expose us to significant monetary
penalties, damage to our reputation, suspension of online services
or sites in certain countries, and even criminal sanctions. Even
our inadvertent failure to comply with federal, state, or
international privacy-related or data-protection laws and
regulations could result in audits, regulatory inquiries, or
proceedings against us by governmental entities or other third
parties.
We are subject to IP risks and risks associated with litigation and
regulatory proceedings.
We cannot always protect our IP or enforce our IP rights.
We regard our patents, copyrights, trade secrets, and other IP
rights as important to the success of our business. We rely on IP
law—as well as confidentiality and licensing agreements with our
customers, employees, technology development partners, and
others—to protect our IP and IP rights. Our ability to enforce
these rights is subject to general litigation risks, as well as
uncertainty as to the enforceability of our IP rights in various
countries. We are not always able to obtain protection for our IP
or enforce or protect our IP rights. Enforcement is costly and
time-consuming and can divert management attention. When we seek to
enforce our rights, we may be subject to claims that our IP rights
are invalid, not enforceable, or licensed to an opposing party. Our
assertion of IP rights may result in another party seeking to
assert claims against us, which could harm our business. From time
to time, governments adopt regulations—and governments or courts
render decisions—requiring compulsory licensing of IP rights, or
governments require products to meet standards that favor local
companies. Our inability to enforce our IP rights under any of
these circumstances can harm our competitive position and
business.
In some cases, our IP rights can offer inadequate protection for
our innovations.
In addition, the theft or unauthorized use or publication of our
trade secrets and other confidential business information could
harm our competitive position and reduce acceptance of our
products; as a result, the value of our investment in R&D,
product development, and marketing could be reduced. This risk is
heightened as competitors for technical talent increasingly seek to
hire our employees.
Our licenses with other companies and participation in industry
initiatives at times allow competitors to use some of our patent
rights.
Technology companies often bilaterally license patents between each
other to settle disputes or as part of business agreements. Some of
our competitors have in the past had, and may in the future have,
licenses to some of our patents, and under current case law, some
of the licenses can exhaust our patent rights as to licensed
product sales under some circumstances. Our participation in
industry standards organizations or with other industry initiatives
at times requires us to offer to license our patents to companies
that adopt industry-standard specifications. Depending on the rules
of the organization, government regulations, or court decisions, we
sometimes have to grant licenses to some of our patents for little
or no cost, and as a result, we may be unable to enforce certain
patents against others, and the value of our IP rights may be
impaired.
Third parties assert claims based on IP rights against us and our
products, which could harm our business.
We face claims based on IP rights from individuals, companies,
non-practicing entities, academic and research institutions, and
other parties, including claims from those who have aggregated
patents acquired from multiple sources to form a new, larger
portfolio to assert claims against us and other companies.
Additionally, large patent portfolio owners sometimes divest
portions of their portfolios to more than one individual or
company, increasing the number of parties who own IP rights that
were previously all held by a single party. We have seen an
increase in patent assertions and lawsuits initiated by well-funded
non-practicing entities, including entities funded by investment
firms and other third parties. In some instances, these entities
have filed multi-jurisdiction litigation seeking large monetary
damages and/or injunctions against us. These lawsuits can increase
our cost of doing business, impact our reputation or relationship
with customers, and could disrupt our operations if they succeed in
blocking the trade of our products. For example, in the
multi-jurisdiction litigation brought against us by VLSI, juries in
certain of the US federal court cases returned unfavorable verdicts
against us of $945 million in damages in November 2022 and
approximately $2.2 billion in damages in February 2021, both of
which we expect to appeal or have appealed as discussed in "Note
19: Commitments and Contingencies" within the Notes to Consolidated
Financial Statements. The patent litigation environment has also
become more challenging due to the emergence of venues adopting
procedural and substantive rules that make them more favorable for
patent asserters, including the availability of injunctive relief
for non-practicing entities, and the US Patent and Trademark
Office’s reduction of inter partes patent review under the America
Invents Act. As a result, we believe we are facing a more hostile
IP litigation environment.
We are typically engaged in a number of disputes involving IP
rights. Claims that our products, technologies, or processes
infringe the IP rights of others, regardless of their merits, cause
us to incur large costs to respond to, defend, and resolve the
claims, and they divert the efforts and attention of our management
and technical personnel from our business and operations. In
addition, we may face claims based on the alleged theft or
unauthorized use or disclosure of third-party trade secrets,
confidential information, or end-user data that we obtain in
conducting our business. Any such incidents and claims could
severely disrupt our business, and we could suffer losses,
including the cost of product recalls and returns, and reputational
harm. Furthermore, we have agreed to indemnify customers for
certain IP rights claims against them. IP rights claims against our
customers could also limit demand for our products or disrupt our
customers' businesses, which could in turn adversely affect our
results of operations.
As a result of IP rights claims, we could:
▪pay
monetary damages, payments to satisfy indemnification obligations,
royalties, fines, or penalties;
▪stop
manufacturing, using, selling, offering to sell, or importing
products or technology subject to
claims;
▪need
to develop other products or technology not subject to claims,
which could be time-consuming or costly; and/or
▪enter
into settlement or license agreements, which may not be available
on commercially reasonable terms and may be costly.
These IP rights claims could harm our competitive position, result
in expenses, or require us to impair our assets. If we alter or
stop production of affected items, our revenue could be
harmed.
We rely on access to third-party IP, which may not be available to
us on commercially reasonable terms or at all.
Many of our products are designed to include third-party technology
or implement industry standards, which may require licenses from
third parties. In addition, from time to time, third parties notify
us that they believe we are using their IP. There is no assurance
that necessary licenses to such third-party IP can be obtained on
commercially reasonable terms or at all, or that our existing
licenses to third-party IP will continue to be available on
commercially reasonable terms or at all. Failure to obtain the
right to use third-party technology, or to license IP on
commercially reasonable terms, could preclude us from selling
certain products or otherwise have a material adverse impact on our
financial condition and operating results. To the extent our
products include software that contains or is derived from
open-source software, we may be required to make the software's
source code publicly available and/or license the software under
open-source licensing terms.
We are subject to risks associated with litigation and regulatory
matters.
From time to time,
we face legal claims or regulatory matters involving stockholder,
consumer, competition, commercial, IP, labor and employment,
compliance, and other issues on a global basis. As described in
"Note
19: Commitments and Contingencies"
within the Notes to Consolidated Financial Statements, we are
engaged in a number of litigation and regulatory matters.
Litigation and regulatory proceedings are inherently uncertain, and
adverse rulings, excessive verdicts, or other events could occur,
including monetary damages, fines, penalties, or injunctions
stopping us from manufacturing or selling certain products,
engaging in certain business practices, or requiring other
remedies, such as compulsory licensing of patents. An unfavorable
outcome can result in a material adverse impact on our business,
financial condition, and results of operations. Regardless of the
outcome, litigation and regulatory proceedings can be costly,
time-consuming, disruptive to our operations, harmful to our
reputation, and distracting to management.
We must attract, retain, and motivate key employees.
We believe that hiring and retaining qualified executives,
scientists, engineers, technical staff, and sales representatives
are critical to our business. The competition for highly skilled
employees in our industry is intense. Competitors for technical
talent increasingly seek to hire our employees, and the increased
availability of flexible, hybrid, or work-from-home arrangements
has both intensified and expanded competition. In addition, changes
in immigration policies may further limit the pool of available
talent and impair our ability to recruit and hire technical and
professional talent. From time to time, we have intensified our
efforts to recruit and retain talent, such as during 2021 and the
first half of 2022, and these efforts have increased our expenses.
Further, we may not be successful in attracting, retaining, and
motivating the workforce necessary to deliver on our strategy, and
we have been required to curtail our planned hiring or reduce our
workforce to respond to business conditions that differ from our
expectations, which can be disruptive, compromise our ability to
deliver on our strategy and workforce goals, and impact our ability
to recruit in the future. Changes in employment-related laws
applicable to our workforce practices may also result in increased
expenses and less flexibility in how we meet our changing workforce
needs. To help attract, retain, and motivate qualified employees,
we use share-based awards, such as RSUs, and performance-based cash
incentive awards. Sustained declines in our stock price, or lower
stock price performance relative to competitors have been reducing
the retention value of our share-based awards, which can impact the
competitiveness of our compensation. Our employee hiring and
retention also depend on our ability to build and maintain a
diverse and inclusive workplace culture and be viewed as an
employer of choice. To the extent our compensation programs and
workplace culture are not viewed as competitive, or changes in our
workforce and related restructuring, reduction-in-force or other
initiatives are not viewed favorably, our ability to attract,
retain, and motivate employees can be weakened, which could harm
our results of operations. In addition, significant or prolonged
turnover may negatively impact our operations and culture, as well
as our ability to successfully maintain our processes and
procedures, including due to the loss of historical, technical, and
other expertise.
Changes in our management team can also disrupt our business. For
example, we appointed a new CFO in January 2022 and made several
other changes to our senior leadership during the past year. The
failure to successfully transition and assimilate key employees
could adversely affect our results of operations. To the extent we
do not effectively hire, onboard, retain, and motivate key
employees, our business can be harmed.
We are subject to risks associated with our strategic
transactions.
Our acquisitions, divestitures, and other strategic transactions
could fail to achieve our financial or strategic objectives,
disrupt our ongoing business, and adversely impact our results of
operations.
Strategic transactions are an important component of our financial
capital allocation strategy. We routinely evaluate opportunities
and enter into agreements for possible acquisitions, divestitures,
and other strategic transactions, including novel transactions such
as our 2022 joint investment with Brookfield in the manufacturing
expansion of our Ocotillo campus, and the divestiture of our NAND
memory business. These transactions involve numerous risks,
including:
▪our
inability to identify opportunities in a timely manner or on terms
acceptable to us;
▪failure
of the transaction to advance our business strategy and failure of
its anticipated benefits to materialize;
▪disruption
of our ongoing operations and diversion of our management's
attention;
▪failure
of partners to satisfy financial or other obligations on which we
rely;
▪our
inability to exercise sole decision-making authority regarding a
project, property, or entity;
▪failure
to complete a transaction in a timely manner, if at all, due to our
inability to obtain required government or other approvals at all
or without materially burdensome conditions, mandated acquisitions,
divestitures, or disposals, IP disputes or other litigation,
difficulty in obtaining financing on terms acceptable to us, or
other unforeseen factors;
▪our
failure to realize a satisfactory return on our investment,
potentially resulting in an impairment of goodwill and other
assets, and restructuring charges;
▪our
inability to effectively enter new market segments through our
strategic transactions or retain customers and partners of acquired
businesses;
▪our
inability to retain key personnel of acquired or majority-owned
businesses or our difficulty in integrating employees, business
systems, and technology or otherwise operating the acquired
business;
▪controls,
processes, and procedures of acquired or majority-owned businesses
that do not adequately ensure compliance with laws and regulations,
and our failure to identify compliance issues or
liabilities;
▪our
inability to resolve impasses or disputes with partners, including
as a result of differences in our interests or goals;
▪our
failure to identify, or our underestimation of, commitments,
liabilities, and other risks associated with acquired businesses or
assets, majority-owned businesses or novel transactions;
and
▪the
potential for our transactions to result in dilutive issuances of
our equity securities or significant additional debt.
Any of these risks could have a material adverse effect on our
business, results of operations, financial condition, or cash
flows, particularly in the case of a large acquisition, divestiture
or partial divestiture or several concurrent strategic
transactions. Moreover, our resources are limited and our decision
to pursue a transaction has opportunity costs; accordingly, if we
pursue a particular transaction, we at times need to forgo the
prospect of entering into other transactions or otherwise investing
our resources in a manner that could help us achieve our financial
or strategic objectives.
Where an existing investment does not strategically align to our
key priorities, we routinely evaluate opportunities for possible
divestitures and other options. We may not realize the anticipated
benefits of divestitures due to risks that include unfavorable
prices and terms;
changes in market conditions or geopolitical conditions affecting
the regions or industries in which we or counterparties operate;
changes in applicable laws; failure to receive regulatory or
governmental approvals; limitations or restrictions due to
regulatory or governmental approvals, litigation, contractual
terms, or other conditions; delays in closing; lack of support by
third parties; actions by competitors; adverse effects on our
business relationships, operating results, or business due to the
announcement and pendency of such transactions; and continued
financial obligations, unanticipated liabilities, or transition
costs associated with such transactions.
In some cases, we are not able to divest investments on acceptable
terms or at all