0000050863false00000508632023-10-262023-10-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2023
intellogo.jpg
INTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware000-0621794-1672743
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
 
2200 Mission College Boulevard, Santa Clara, California
95054-1549
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (408) 765-8080

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par valueINTCNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company
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. ¨



Item 2.02    Results of Operations and Financial Condition.

On October 26, 2023, Intel Corporation (“Intel”) issued a press release announcing the financial results of its third quarter ended September 30, 2023 and forward-looking statements relating to its fourth quarter of 2023. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The attached press release includes non-GAAP financial measures relating to our operations and forecasted outlook. Certain of these non-GAAP measures will be used in Intel’s earnings conference for the third quarter of 2023. In addition, the attached press release includes reconciliations of these non-GAAP measures to GAAP measures, as well as an explanation of how management uses these non-GAAP measures and the reasons why management views these measures as providing useful information for investors. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to these results should be carefully evaluated.
The information in Item 2.02 of this Report and the press release attached hereto as Exhibit 99.1 are furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01     Financial Statements and Exhibits.
(d)     Exhibits.
The following exhibits are provided as part of this Report:
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INTEL CORPORATION
(Registrant)
Date:October 26, 2023By:/s/ DAVID ZINSNER
David Zinsner
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)

Exhibit 99.1
Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
unboxedlogo_20202.jpg
News Release
Intel Reports Third-Quarter 2023 Financial Results
NEWS SUMMARY
Third-quarter revenue of $14.2 billion, down 8% year over year (YoY).
Third-quarter earnings per share (EPS) attributable to Intel was $0.07; non-GAAP EPS attributable to Intel was $0.41.
Third-quarter revenue exceeded high end of guidance and EPS benefited from strong operating leverage and expense discipline; company achieved key milestones across process and product, foundry and artificial intelligence (AI).
Guiding fourth-quarter revenue of $14.6 billion to $15.6 billion, EPS attributable to Intel of $0.23 and non-GAAP EPS attributable to Intel of $0.44.

SANTA CLARA, Calif., Oct. 26, 2023 – Intel Corporation today reported third-quarter 2023 financial results.

“We delivered a standout third quarter, underscored by across-the-board progress on our process and product roadmaps, agreements with new foundry customers, and momentum as we bring AI everywhere,” said Pat Gelsinger, Intel CEO. “We continue to make meaningful progress on our IDM 2.0 transformation by relentlessly advancing our strategy, rebuilding our execution engine and delivering on our commitments to our customers.”

David Zinsner, Intel CFO, said, “Our results exceeded expectations for the third consecutive quarter, with revenue above the high end of our guidance and EPS benefiting from strong operating leverage and expense discipline. As demonstrated by our recent portfolio actions, we are highly focused on being great allocators of our owners’ capital and unlocking value for shareholders.”

Q3 2023 Financial Highlights
GAAPNon-GAAP
 Q3 2023Q3 2022vs. Q3 2022Q3 2023Q3 2022vs. Q3 2022
Revenue ($B)$14.2$15.3down 8%
Gross Margin42.5%42.6%down 0.1 ppt45.8%45.9%down 0.1 ppt
R&D and MG&A ($B)$5.2$6.0down 14%$4.6$5.4down 15%
Operating Margin(0.1)%(1.1)%up 1 ppt13.6%10.8%up 2.8 ppts
Tax Rate696.2%642.0%n/m*13.0%13.0%
Net Income (loss) Attributable to Intel ($B)$0.3$1.0down 71%$1.7$1.5up 14%
Earnings (loss) Per Share Attributable to Intel—Diluted
$0.07$0.25down 72%$0.41$0.37up 11%
In the third quarter, the company generated $5.8 billion in cash from operations and paid dividends of $0.5 billion.

* Not meaningful.
Full reconciliations between GAAP and non-GAAP measures are provided below.

Intel/Page 2
Business Unit Summary
Intel previously announced the organizational change to integrate its Accelerated Computing Systems and Graphics Group into its Client Computing Group and Data Center and AI Group. This change is intended to drive a more effective go-to-market capability and to accelerate the scale of these businesses, while also reducing costs. As a result, the company modified its segment reporting in the first quarter of 2023 to align to this and certain other business reorganizations. All prior-period segment data has been retrospectively adjusted to reflect the way the company internally receives information and manages and monitors operating segment performance starting in fiscal year 2023.
Business Unit Revenue and TrendsQ3 2023vs. Q3 2022
Client Computing Group (CCG)$7.9 billiondown3%
Data Center and AI (DCAI)$3.8 billiondown10%
Network and Edge (NEX)$1.5 billiondown32%
Mobileye$530 millionup18%
Intel Foundry Services (IFS)$311 millionup299%
Business Highlights

Intel remains on track to meet its goal of achieving five nodes in four years and to regain transistor performance and power performance leadership by 2025. Along with Intel 7, Intel 4, the company’s first node using extreme ultraviolet (EUV) technology, is now in high-volume manufacturing. Intel also achieved a critical milestone on Intel 18A with the release of the 0.9 PDK. In addition, Intel announced one of the industry’s first glass substrates for next-generation advanced packaging, planned for the latter part of this decade. This breakthrough achievement will enable the continued scaling of transistors in a package and advance Moore’s Law to deliver data-centric applications.
Continuing its investment in manufacturing capacity to create a geographically balanced, secure and resilient supply chain, Intel opened Fab 34 in Leixlip, Ireland, during the quarter. Combined with the company’s planned wafer fabrication facility in Magdeburg, Germany, and planned assembly and test facility in Wrocław, Poland, this will help create a first-of-its-kind, end-to-end leading-edge semiconductor manufacturing value chain in Europe.
This week, Intel shared its plans to begin installation of the world’s first high-NA EUV tool for commercial use by the end of the year to continue the company's modernization and infrastructure expansion of the Gordon Moore Park at Ronler Acres in Oregon, one of the world’s leading semiconductor innovation and productization centers.
Intel has submitted all four of its major manufacturing proposals in Arizona, New Mexico, Ohio and Oregon, representing more than $100 billion of U.S. manufacturing and research investments, to the U.S. Department of Commerce’s CHIPS Program Office.
Intel announced that a major customer committed to Intel 18A and Intel 3 with a meaningful pre-payment, allowing the company to accelerate its plans to build two new leading-edge chip factories at its Ocotillo campus in Chandler, Arizona. In addition, IFS and Tower Semiconductor announced an agreement where Intel will provide foundry services and 300 mm manufacturing capacity to help Tower serve its customers globally, utilizing Intel’s advanced manufacturing facility in New Mexico.
At Intel Innovation 2023, Intel outlined its strategy to bring AI everywhere, making it more accessible across all workloads, from client and edge to network and cloud. The company showed how it is delivering AI capabilities across its hardware products and making it accessible through open multi-architecture software solutions.
In DCAI, Intel's 4th Gen Intel® Xeon® Scalable processor continues its strong ramp, with the world’s top-10 cloud service providers now deploying it in general availability. In addition, the company's 5th Gen Intel® Xeon® processor, code-named Emerald Rapids, is in production and began shipping to customers this month, officially launching Dec. 14. Customer momentum continues with Intel® Gaudi®2 accelerators, whose competitive performance was recently validated by MLCommons benchmarking results. Together with Stability AI, Intel is building one of the world's largest AI supercomputers entirely on 4th Gen Intel Xeon Scalable processors and 4,000 Intel Gaudi2 AI accelerators.


Intel/Page 3
In client computing, Intel is ushering in the age of the AI PC with Intel® Core™ Ultra processors, code-named Meteor Lake. Built on Intel 4, the Intel Core Ultra processor began shipping to customers in the third quarter and will officially launch Dec. 14, along with the 5th Gen Intel Xeon processor. Earlier this month, Intel launched the new Intel® Core® 14th Generation desktop processor family, delivering the world’s fastest desktop frequencies and best desktop experience for enthusiasts.
In network and edge, Intel launched the latest OpenVINO™ toolkit version 2023.1, the AI inferencing and deployment runtime of choice for developers on client and edge platforms, with ai.io and Fit:match demonstrating how they use OpenVINO to accelerate their applications at Intel Innovation.
Mobileye achieved record third-quarter revenue, growing 18% year over year, and announced meaningful design wins for its advanced SuperVision and Chauffeur solutions with automakers FAW and Polestar.

As Intel continues to look for innovative ways to unlock value for shareholders, the company recently announced its intent to separate its Programmable Solutions Group (PSG) operations into a standalone business. This will give PSG the autonomy and flexibility it needs to fully accelerate its growth and more effectively compete in the FPGA industry. The company may explore opportunities with private investors to accelerate the business’s growth, with Intel retaining a majority stake. Over the next two to three years, Intel intends to conduct an IPO for PSG.

In the third quarter, Intel also agreed to sell a 10% stake in its IMS Nanofabrication business (IMS) to TSMC, valuing IMS at approximately $4.3 billion, consistent with the valuation of the recent stake sale to Bain Capital Special Situations. Together, these transactions underscore Intel’s focus on advancing its IDM 2.0 strategy, driving growth in its core businesses and creating value for shareholders across all of its assets.
Q4 2023 Dividend
The company's board of directors declared a quarterly dividend of $0.125 per share on the company’s common stock, which will be payable Dec. 1, 2023, to shareholders of record as of Nov. 7, 2023.
Business Outlook
Intel's guidance for the fourth quarter of 2023 includes both GAAP and non-GAAP estimates. Reconciliations between GAAP and non-GAAP financial measures are included below.*
Q4 2023GAAP*Non-GAAP*
Revenue$14.6-15.6 billion$14.6-15.6 billion^
Gross Margin43.3%46.5%
Tax Rate5%13%
Earnings (Loss) Per Share Attributable to Intel—Diluted$0.23$0.44
^ No adjustment on a non-GAAP basis.

Actual results may differ materially from Intel’s Business Outlook as a result of, among other things, the factors described under “Forward-Looking Statements” below. The gross margin and EPS outlook are based on the mid-point of the revenue range.

*Effective January 2023, Intel increased the estimated useful life of certain production machinery and equipment from five years to eight years. When compared to the estimated useful life in place as of the end of 2022, Intel expects total depreciation expense in 2023 to be reduced by $4.2 billion. Intel expects this change will result in an approximately $2.5 billion increase to gross margin, a $400 million decrease in R&D expenses and a $1.3 billion decrease in ending inventory values.

Earnings Webcast
Intel will hold a public webcast at 2 p.m. PDT today to discuss the results for its third-quarter 2023. The live public webcast can be accessed on Intel's Investor Relations website at www.intc.com. The corresponding earnings presentation and webcast replay will also be available on the site.


Intel/Page 4
Forward-Looking Statements
This release 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", "estimate", "expect", "forecast", "future", "goals", "grow", "guidance", "intend", "likely", "may", "might", "milestones", "next generation", "objective", "on track", "opportunity", "outlook", "pending", "plan", "position", "potential", "possible", "predict", "progress", "ramp", "roadmap", "seeks", "should", "strive", "targets", "to be", "upcoming", "will", "would", and variations of such words and similar expressions are intended to identify such forward-looking statements, which may include statements regarding:
our business plans and strategy and anticipated benefits therefrom, including with respect to our IDM 2.0 strategy, our partnership with Brookfield, the transition to an internal foundry model, updates to our reporting structure and our AI strategy;
projections of our future financial performance, including future revenue, gross margins, capital expenditures, and cash flows;
projected costs and yield trends;
future cash requirements and the 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;
future products, services and technologies, and the expected goals, timeline, ramps, progress, availability, production, regulation and benefits of such products, services and technologies, including future process nodes and packaging technology, product roadmaps, schedules, future product architectures, expectations regarding process performance, per-watt parity, and metrics and expectations regarding product and process leadership;
investment plans, and impacts of investment plans, including in the US and abroad;
internal and external manufacturing plans, including future internal manufacturing volumes, manufacturing expansion plans and the financing therefor, and external foundry usage;
future production capacity and product supply;
supply expectations, including regarding constraints, limitations, pricing, and industry shortages;
plans and goals related to Intel’s foundry business, including with respect to anticipated customers, future manufacturing capacity and service, technology and IP offerings;
expected timing and impact of acquisitions, divestitures, and other significant transactions, including the sale of our NAND memory business;
expected completion and impacts of restructuring activities and cost-saving or efficiency initiatives, including those related to the 2022 Restructuring Program;
future social and environmental performance goals, measures, strategies and results;
our anticipated growth, future market share, and trends in our businesses and operations;
projected growth and trends in markets relevant to our businesses;
anticipated trends and impacts related to industry component, substrate, and foundry capacity utilization, shortages and constraints;
expectations regarding government incentives;
future technology trends and developments, such as AI;
future macro environmental and economic conditions;
future responses to and effects of COVID-19;
geopolitical conditions;
tax- and accounting-related expectations;
expectations regarding our relationships with certain sanctioned parties; and
other characterizations of future events or circumstances.

Such statements involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied, including:
changes in demand for our products;
changes in product mix;
the complexity and fixed cost nature of our manufacturing operations;


Intel/Page 5
the high level of competition and rapid technological change in our industry;
the significant upfront investments in R&D and our business, products, technologies, and manufacturing capabilities;
vulnerability to new product development and manufacturing-related risks, including product defects or errata, particularly as we develop next generation products and implement next generation process technologies;
risks associated with a highly complex global supply chain, including from disruptions, delays, trade tensions, or shortages;
sales-related risks, including customer concentration and the use of distributors and other third parties;
potential security vulnerabilities in our products;
cybersecurity and privacy risks;
investment and transaction risk;
IP risks and risks associated with litigation and regulatory proceedings;
evolving regulatory and legal requirements across many jurisdictions;
geopolitical and international trade conditions, including the impacts of Russia's war on Ukraine, recent events in Israel and rising tensions between the US and China;
our debt obligations and our ability to access sources of capital;
risks of large scale global operations;
macroeconomic conditions, including regional or global downturns or recessions;
impacts of the COVID-19 or similar such pandemic;
other risks and uncertainties described in this release, our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission (SEC).

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 release 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 release 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 release are based on management's expectations as of the date of this release, unless an earlier date is specified, including expectations based on third-party information and projections that management believes to be reputable. We do not undertake, and expressly disclaim 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.

About Intel
Intel (Nasdaq: INTC) is an industry leader, creating world-changing technology that enables global progress and enriches lives. Inspired by Moore’s Law, we continuously work to advance the design and manufacturing of semiconductors to help address our customers’ greatest challenges. By embedding intelligence in the cloud, network, edge and every kind of computing device, we unleash the potential of data to transform business and society for the better. To learn more about Intel’s innovations, go to newsroom.intel.com and intel.com.
..
© Intel Corporation. Intel, the Intel logo, and other Intel marks are trademarks of Intel Corporation or its subsidiaries. Other names and brands may be claimed as the property of others.






Intel/Page 6
Intel Corporation
Consolidated Condensed Statements of Income and Other Information
Three Months Ended
(In Millions, Except Per Share Amounts; Unaudited)Sep 30, 2023Oct 1, 2022
Net revenue$14,158 $15,338 
Cost of sales8,140 8,803 
Gross margin6,018 6,535 
Research and development3,870 4,302 
Marketing, general, and administrative1,340 1,744 
Restructuring and other charges816 664 
Operating expenses6,026 6,710 
Operating income (loss)(8)(175)
Gains (losses) on equity investments, net(191)(151)
Interest and other, net147 138 
Income (loss) before taxes(52)(188)
Provision for (benefit from) taxes(362)(1,207)
Net income (loss)310 1,019 
Less: Net income (loss) attributable to non-controlling interests13 — 
Net income (loss) attributable to Intel$297 $1,019 
Earnings (loss) per share attributable to Intel—basic$0.07 $0.25 
Earnings (loss) per share attributable to Intel—diluted$0.07 $0.25 
Weighted average shares of common stock outstanding:
Basic4,202 4,118 
Diluted4,229 4,125 
Three Months Ended
(In Millions)Sep 30, 2023Jul 2, 2022
Earnings per share of common stock information:
Weighted average shares of common stock outstanding—basic4,202 4,118 
Dilutive effect of employee equity incentive plans27 
Weighted average shares of common stock outstanding—diluted4,229 4,125 
Other information:
Employees (in thousands)120.3 131.5 



Intel/Page 7
Intel Corporation
Consolidated Condensed Balance Sheets
(In Millions, Except Par Value; Unaudited)Sep 30, 2023Dec 31, 2022
Assets
Current assets:
Cash and cash equivalents$7,621 $11,144 
Short-term investments17,409 17,194 
Accounts receivable, net2,843 4,133 
Inventories
Raw materials1,278 1,517 
Work in process6,266 7,565 
Finished goods3,922 4,142 
11,466 13,224 
Other current assets4,472 4,712 
Total current assets43,811 50,407 
Property, plant and equipment, net93,352 80,860 
Equity investments5,700 5,912 
Goodwill27,591 27,591 
Identified intangible assets, net4,970 6,018 
Other long-term assets13,413 11,315 
Total assets$188,837 $182,103 
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt$2,288 $4,367 
Accounts payable8,669 9,595 
Accrued compensation and benefits3,115 4,084 
Income taxes payable2,112 2,251 
Other accrued liabilities12,430 11,858 
Total current liabilities28,614 32,155 
Debt46,591 37,684 
Other long-term liabilities7,946 8,978 
Stockholders’ equity:
Common stock and capital in excess of par value, 4,216 issued and outstanding (4,137 issued and outstanding as of December 31, 2022)35,653 31,580 
Accumulated other comprehensive income (loss)(861)(562)
Retained earnings67,021 70,405 
Total Intel stockholders' equity101,813 101,423 
Non-controlling interests3,873 1,863 
Total stockholders' equity105,686 103,286 
Total liabilities and stockholders’ equity$188,837 $182,103 


Intel/Page 8
Intel Corporation
Consolidated Condensed Statements of Cash Flows
Nine Months Ended
(In Millions; Unaudited)Sep 30, 2023Oct 1, 2022
Cash and cash equivalents, beginning of period$11,144 $4,827 
Cash flows provided by (used for) operating activities:
Net income (loss)(985)8,678 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation5,753 8,309 
Share-based compensation2,433 2,392 
Restructuring and other charges718 665 
Amortization of intangibles1,336 1,439 
(Gains) losses on equity investments, net47 (4,075)
(Gains) losses on divestitures— (1,072)
Changes in assets and liabilities:
Accounts receivable1,290 1,991 
Inventories1,758 (2,043)
Accounts payable(1,082)(485)
Accrued compensation and benefits(1,171)(1,912)
Income taxes(2,676)(4,062)
Other assets and liabilities(574)(2,095)
Total adjustments7,832 (948)
Net cash provided by (used for) operating activities6,847 7,730 
Cash flows provided by (used for) investing activities:
Additions to property, plant, and equipment(19,054)(19,145)
Purchases of short-term investments(37,287)(31,669)
Maturities and sales of short-term investments36,725 35,129 
Sales of equity investments375 4,880 
Proceeds from divestitures— 6,579 
Other investing518 (2,764)
Net cash used for investing activities(18,723)(6,990)
Cash flows provided by (used for) financing activities:
Repayment of commercial paper(3,944)— 
Payments on finance leases(96)(341)
Partner contributions1,106 — 
Proceeds from sales of subsidiary shares2,423 — 
Issuance of long-term debt, net of issuance costs11,391 6,103 
Repayment of debt(423)(3,088)
Payment of dividends to stockholders(2,561)(4,488)
Other financing457 776 
Net cash provided by (used for) financing activities8,353 (1,038)
Net increase (decrease) in cash and cash equivalents(3,523)(298)
Cash and cash equivalents, end of period$7,621 $4,529 


Intel/Page 9
Intel Corporation
Supplemental Operating Segment Results
Three Months Ended
(In Millions)Sep 30, 2023Oct 1, 2022
Net revenue:
Client Computing
Desktop$2,753 $3,222 
Notebook4,503 4,408 
Other611 498 
7,867 8,128 
Data Center and AI3,814 4,255 
Network and Edge1,450 2,133 
Mobileye530 450 
Intel Foundry Services311 78 
All other186 294 
Total net revenue$14,158 $15,338 
Operating income (loss):
Client Computing$2,073 $1,447 
Data Center and AI71 (139)
Network and Edge17 197 
Mobileye170 142 
Intel Foundry Services(86)(90)
All other(2,253)(1,732)
Total operating income (loss)$(8)$(175)



Intel/Page 10
We derive a substantial majority of our revenue from our principal products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone system-on-chip or a multichip package, which are based on Intel architecture.
Revenue for our reportable and non-reportable operating segments is primarily related to the following product lines:
CCG includes products designed for end-user form factors, focusing on higher growth segments of 2 in 1, thin-and-light, commercial and gaming, and growing other products such as connectivity and graphics.
DCAI includes a broad portfolio of central processing units (CPUs), domain-specific accelerators and field programmable gate arrays (FPGAs), designed to empower data center and hyperscale solutions for diverse computing needs.
NEX includes programmable platforms and high-performance connectivity and compute solutions designed for market segments such as cloud networking, telecommunications networks, on-premises edge, software and platforms.
Mobileye includes the development and deployment of advanced driver-assistance systems (ADAS) and autonomous driving technologies and solutions.
IFS provides differentiated full stack solutions including wafer fabrication, packaging, chiplet standard and software.
We have sales and marketing, manufacturing, engineering, finance and administration groups. Expenses for these groups are generally allocated to the operating segments.
We have an "all other" category that includes revenue, expenses and charges such as:
results of operations from non-reportable segments not otherwise presented, and from start-up businesses that support our initiatives;
historical results of operations from divested businesses;
amounts included within restructuring and other charges;
employee benefits, compensation, impairment charges, and other expenses not allocated to the operating segments; and
acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.


Intel/Page 11
Intel Corporation
Explanation of Non-GAAP 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.
Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects. Beginning in 2023, income tax effects are calculated using a fixed long-term projected tax rate of 13% across all adjustments. We project this long-term non-GAAP tax rate on an annual basis using a five-year non-GAAP financial projection that excludes the income tax effects of each adjustment. The projected non-GAAP tax rate also considers factors such as our tax structure, our tax positions in various jurisdictions, and key legislation in significant jurisdictions where we operate. This long-term non-GAAP tax rate may be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in our geographic earnings mix, or changes to our strategy or business operations. Management uses this non-GAAP tax rate in managing internal short- and long-term operating plans and in evaluating our performance; we believe this approach facilitates comparison of our operating results and provides useful evaluation of our current operating performance. Prior-period non-GAAP financial measures have been retroactively adjusted to reflect this updated approach.

Our 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 measureDefinition Usefulness to management and investors
Acquisition-related adjustmentsAmortization 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 compensationShare-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.


Intel/Page 12
Non-GAAP adjustment or measureDefinition Usefulness to management and investors
Restructuring and other chargesRestructuring charges are costs associated with a formal restructuring plan and are primarily related to employee severance and benefit arrangements. Other charges may include periodic goodwill and asset impairments, certain pension charges, and costs associated with restructuring activity. Q3 2023 includes an EC-imposed fine and a fee related to the termination of our agreement to acquire Tower. 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 divestitureGains (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.
Adjusted free cash flowWe 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 contributed to prior operating and free cash flow, and while the McAfee equity sale in Q1 2022 would have typically been 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.


Intel/Page 13
Intel Corporation
Supplemental Reconciliations of GAAP Actuals to Non-GAAP Actuals
Set forth below are reconciliations of the non-GAAP financial measure to the most directly comparable US GAAP financial measure. 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 reconciliations from US GAAP to Non-GAAP actuals should be carefully evaluated. Please refer to "Explanation of Non-GAAP Measures" in this document for a detailed explanation of the adjustments made to the comparable US GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
Three Months Ended
(In Millions, Except Per Share Amounts)Sep 30, 2023Oct 1, 2022
GAAP gross margin$6,018 $6,535 
Acquisition-related adjustments301 330 
Share-based compensation164 172 
Non-GAAP gross margin$6,483 $7,037 
GAAP gross margin percentage42.5 %42.6 %
Acquisition-related adjustments2.1 %2.2 %
Share-based compensation1.2 %1.1 %
Non-GAAP gross margin percentage45.8 %45.9 %
GAAP R&D and MG&A$5,210 $6,046 
Acquisition-related adjustments(43)(43)
Share-based compensation(608)(621)
Non-GAAP R&D and MG&A$4,559 $5,382 
GAAP operating income (loss)$(8)$(175)
Acquisition-related adjustments344 373 
Share-based compensation772 793 
Restructuring and other charges816 664 
Non-GAAP operating income (loss)$1,924 $1,655 
GAAP operating margin (loss)(0.1)%(1.1)%
Acquisition-related adjustments2.4 %2.4 %
Share-based compensation5.5 %5.2 %
Restructuring and other charges5.8 %4.3 %
Non-GAAP operating margin (loss)13.6 %10.8 %
GAAP tax rate696.2 %642.0 %
Income tax effects(683.2)%(629.0)%
Non-GAAP tax rate13.0 %13.0 %
GAAP net income (loss) attributable to Intel$297 $1,019 
Acquisition-related adjustments344 373 
Share-based compensation772 793 
Restructuring and other charges816 664 
(Gains) losses on equity investments, net191 151 
(Gains) losses from divestiture(36)(39)
Adjustments attributable to non-controlling interest(18)— 
Income tax effects(627)(1,435)
Non-GAAP net income (loss) attributable to Intel$1,739 $1,526 


Intel/Page 14
Three Months Ended
(In Millions, Except Per Share Amounts)Sep 30, 2023Oct 1, 2022
GAAP earnings (loss) per share attributable to Intel—diluted$0.07 $0.25 
Acquisition-related adjustments0.08 0.09 
Share-based compensation0.18 0.19 
Restructuring and other charges0.19 0.16 
(Gains) losses on equity investments, net0.05 0.03 
(Gains) losses from divestiture(0.01)(0.01)
Adjustments attributable to non-controlling interest— — 
Income tax effects(0.15)(0.34)
Non-GAAP earnings (loss) per share attributable to Intel—diluted$0.41 $0.37 

Three Months Ended
(In Millions)Sep 30, 2023Oct 1, 2022
GAAP net cash provided by (used for) operating activities$5,824 $1,030 
Net additions to property, plant and equipment(4,881)(7,296)
Payments on finance leases— (42)
Adjusted free cash flow$943 $(6,308)
GAAP net cash used for investing activities$(7,394)$(4,571)
GAAP net cash provided by (used for) financing activities$842 $3,680 



Intel/Page 15
Intel Corporation
Supplemental Reconciliations of GAAP Outlook to Non-GAAP Outlook
Set forth below are reconciliations of the non-GAAP financial measure to the most directly comparable US GAAP financial measure. 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 outlook prepared in accordance with US GAAP and the reconciliations from this Business Outlook should be carefully evaluated.
Please refer to "Explanation of Non-GAAP Measures" in this document for a detailed explanation of the adjustments made to the comparable US GAAP measures, the ways management uses the non-GAAP measures, and the reasons why management believes the non-GAAP measures provide useful information for investors.
Q4 2023 Outlook1
Approximately
GAAP gross margin percentage43.3 %
Acquisition-related adjustments2.0 %
Share-based compensation1.2 %
Non-GAAP gross margin percentage46.5 %
GAAP tax rate5 %
Income tax effects%
Non-GAAP tax rate13 %
GAAP earnings (loss) per share attributable to Intel—diluted$0.23 
Acquisition-related adjustments0.08 
Share-based compensation0.19 
Restructuring and other charges0.01 
(Gains) losses from divestiture(0.01)
Adjustments attributable to non-controlling interest(0.01)
Income tax effects(0.05)
Non-GAAP earnings (loss) per share attributable to Intel—diluted$0.44 

                        
1non-GAAP gross margin percentage and non-GAAP EPS outlook based on the mid-point of the revenue range
v3.23.3
Cover Page Cover Page
Oct. 26, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 26, 2023
Entity Registrant Name INTEL CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 000-06217
Entity Tax Identification Number 94-1672743
Entity Address, Address Line One 2200 Mission College Boulevard
Entity Address, City or Town Santa Clara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95054-1549
City Area Code (408)
Local Phone Number 765-8080
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value
Trading Symbol INTC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000050863
Amendment Flag false

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