|
|
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
|
|
|
|
NOTE 1 :
|
BASIS OF PRESENTATION
|
We prepared our interim Consolidated Condensed Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our Form 10-K for the fiscal year ended December 28, 2019.
We have made estimates and judgments affecting the amounts reported in our Consolidated Condensed Financial Statements and the accompanying notes. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with the Consolidated Financial Statements in our 2019 Form 10-K where we include additional information about our policies and the methods and assumptions used in our estimates.
|
|
|
NOTE 2 :
|
OPERATING SEGMENTS
|
We manage our business through the following operating segments:
We derive a substantial majority of our revenue from platform products, which are our principal products and considered as one class of product. We offer platform products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package. Platform products are used in various form factors across our DCG, IOTG, and CCG operating segments. Our non-platform, or adjacent products, can be combined with platform products to form comprehensive platform solutions to meet customer needs.
DCG and CCG are our reportable operating segments. IOTG, Mobileye, NSG, and PSG do not meet the quantitative thresholds to qualify as reportable operating segments; however, we have elected to disclose the results of these non-reportable operating segments. Our Internet of Things portfolio, presented as Internet of Things, is comprised of IOTG and Mobileye 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;
|
|
|
•
|
historical results of operations from divested businesses;
|
|
|
•
|
results of operations of start-up businesses that support our initiatives, including our foundry business;
|
|
|
•
|
amounts included within restructuring and other charges;
|
|
|
•
|
a portion of employee benefits, compensation, and other expenses not allocated to the operating segments; and
|
|
|
•
|
acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.
|
The CODM, who is our CEO, does not evaluate operating segments using discrete asset information. Operating segments do not record inter-segment revenue. We do not allocate gains and losses from equity investments, interest and other income, or taxes to operating segments. Although the CODM uses operating income to evaluate the segments, operating costs included in one segment may benefit other segments. Except for these differences, the accounting policies for segment reporting are the same as for Intel as a whole.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
11
|
Net revenue and operating income (loss) for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Net revenue:
|
|
|
|
|
Data Center Group
|
|
|
|
|
Platform
|
|
$
|
6,427
|
|
|
$
|
4,482
|
|
Adjacent
|
|
566
|
|
|
420
|
|
|
|
6,993
|
|
|
4,902
|
|
Internet of Things
|
|
|
|
|
IOTG
|
|
883
|
|
|
910
|
|
Mobileye
|
|
254
|
|
|
209
|
|
|
|
1,137
|
|
|
1,119
|
|
|
|
|
|
|
Non-Volatile Memory Solutions Group
|
|
1,338
|
|
|
915
|
|
Programmable Solutions Group
|
|
519
|
|
|
486
|
|
Client Computing Group
|
|
|
|
|
Platform
|
|
8,712
|
|
|
7,824
|
|
Adjacent
|
|
1,063
|
|
|
762
|
|
|
|
9,775
|
|
|
8,586
|
|
|
|
|
|
|
All other
|
|
66
|
|
|
53
|
|
Total net revenue
|
|
$
|
19,828
|
|
|
$
|
16,061
|
|
|
|
|
|
|
Operating income (loss):
|
|
|
|
|
Data Center Group
|
|
$
|
3,492
|
|
|
$
|
1,841
|
|
|
|
|
|
|
Internet of Things
|
|
|
|
|
IOTG
|
|
243
|
|
|
251
|
|
Mobileye
|
|
88
|
|
|
68
|
|
|
|
331
|
|
|
319
|
|
|
|
|
|
|
Non-Volatile Memory Solutions Group
|
|
(66
|
)
|
|
(297
|
)
|
Programmable Solutions Group
|
|
97
|
|
|
89
|
|
Client Computing Group
|
|
4,225
|
|
|
3,072
|
|
All other
|
|
(1,041
|
)
|
|
(850
|
)
|
Total operating income
|
|
$
|
7,038
|
|
|
$
|
4,174
|
|
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
12
|
Disaggregated net revenue for each period was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Platform revenue
|
|
|
|
|
DCG platform
|
|
$
|
6,427
|
|
|
$
|
4,482
|
|
IOTG platform
|
|
795
|
|
|
825
|
|
CCG Desktop platform
|
|
2,840
|
|
|
2,886
|
|
CCG Notebook platform
|
|
5,857
|
|
|
4,926
|
|
CCG other platform1
|
|
15
|
|
|
12
|
|
|
|
15,934
|
|
|
13,131
|
|
|
|
|
|
|
Adjacent revenue2
|
|
3,894
|
|
|
2,930
|
|
Total revenue
|
|
$
|
19,828
|
|
|
$
|
16,061
|
|
|
|
1
|
Includes our tablet and service provider revenue.
|
|
|
2
|
Includes all of our non-platform products for DCG, IOTG, and CCG such as modem, Ethernet, and silicon photonics, as well as Mobileye, NSG, and PSG products.
|
Planned Divestiture of our Home Gateway Platform Division
We signed a definitive agreement on April 5, 2020 to sell the majority of Home Gateway Platform, a division of CCG. The transaction contemplates the transfer of certain employees, equipment, and an on-going supply agreement for future units. We reclassified the assets and liabilities as held-for-sale within other current assets/liabilities. We expect to close the transaction in the third quarter of 2020.
|
|
|
NOTE 3 :
|
EARNINGS PER SHARE
|
We computed basic earnings per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions, Except Per Share Amounts)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Net income available to common stockholders
|
|
$
|
5,661
|
|
|
$
|
3,974
|
|
Weighted average shares of common stock outstanding—basic
|
|
4,266
|
|
|
4,492
|
|
Dilutive effect of employee equity incentive plans
|
|
46
|
|
|
53
|
|
Dilutive effect of convertible debt
|
|
—
|
|
|
19
|
|
Weighted average shares of common stock outstanding—diluted
|
|
4,312
|
|
|
4,564
|
|
Earnings per share—basic
|
|
$
|
1.33
|
|
|
$
|
0.88
|
|
Earnings per share—diluted
|
|
$
|
1.31
|
|
|
$
|
0.87
|
|
Potentially dilutive shares of common stock from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the stock purchase plan.
In January 2020, we fully redeemed the remaining principal of our 2009 Debentures. We included our 2009 Debentures in the calculation of diluted earnings per share of common stock in 2019 by applying the treasury stock method because the average market price was above the conversion price.
Securities which would have been anti-dilutive are insignificant and are excluded from the computation of diluted earnings per share in all periods presented.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
13
|
|
|
|
NOTE 4 :
|
CONTRACT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
(In Millions)
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
Prepaid supply agreements
|
|
$
|
1,718
|
|
|
$
|
1,805
|
|
Other
|
|
271
|
|
|
236
|
|
Total contract liabilities
|
|
$
|
1,989
|
|
|
$
|
2,041
|
|
Contract liabilities are primarily related to prepayments received from customers on long-term prepaid supply agreements toward future NSG product delivery. The short-term portion of contract liabilities is reported on the Consolidated Condensed Balance Sheets within other accrued liabilities.
The following table shows the changes in contract liability balances relating to long-term prepaid supply agreements during the first three months of 2020:
|
|
|
|
|
|
(In Millions)
|
|
|
Prepaid supply agreements balance as of December 28, 2019
|
|
$
|
1,805
|
|
Prepayments utilized
|
|
(87
|
)
|
Prepaid supply agreements balance as of March 28, 2020
|
|
$
|
1,718
|
|
If new long-term prepaid supply agreements are entered into and performance obligations are negotiated, this component of the contract liability balance will increase, and as customers purchase product and utilize their prepaid balances, the balance will decrease.
The timing and amount of future anticipated revenues from these agreements may vary from our expectations due to changes in supply, demand, and market pricing.
|
|
|
NOTE 5 :
|
OTHER FINANCIAL STATEMENT DETAILS
|
INVENTORIES
|
|
|
|
|
|
|
|
|
|
(In Millions)
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
Raw materials
|
|
$
|
877
|
|
|
$
|
840
|
|
Work in process
|
|
6,654
|
|
|
6,225
|
|
Finished goods
|
|
1,715
|
|
|
1,679
|
|
Total inventories
|
|
$
|
9,246
|
|
|
$
|
8,744
|
|
INTEREST AND OTHER, NET
The components of interest and other, net for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Interest income
|
|
$
|
93
|
|
|
$
|
135
|
|
Interest expense
|
|
(135
|
)
|
|
(138
|
)
|
Other, net
|
|
(271
|
)
|
|
(58
|
)
|
Total interest and other, net
|
|
$
|
(313
|
)
|
|
$
|
(61
|
)
|
Interest expense in the preceding table is net of $83 million of interest capitalized in the first three months of 2020 ($125 million in the first three months of 2019).
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
14
|
|
|
|
NOTE 6 :
|
RESTRUCTURING AND OTHER CHARGES
|
A restructuring program was approved in the first quarter of 2020 to further align our workforce with our continuing investments in the business and execute the planned divestiture of Home Gateway Platform, a division of CCG. We expect these actions to be substantially complete in the third quarter of 2020.
Restructuring and other charges by type for the period were as follows:
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Mar 28,
2020
|
Employee severance and benefit arrangements
|
|
$
|
105
|
|
Asset impairment and other charges
|
|
57
|
|
Total restructuring and other charges
|
|
$
|
162
|
|
DEBT INVESTMENTS
Trading Assets
Net losses related to trading assets still held at the reporting date were $231 million in the first three months of 2020 ($16 million of net gains in the first three months of 2019). Net gains on the related derivatives were $100 million in the first three months of 2020 ($2 million of net gains in the first three months of 2019).
Available-for-Sale Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2020
|
|
December 28, 2019
|
(In Millions)
|
|
Adjusted Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
|
Adjusted Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
Corporate debt
|
|
$
|
3,656
|
|
|
$
|
46
|
|
|
$
|
(9
|
)
|
|
$
|
3,693
|
|
|
$
|
2,914
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
2,958
|
|
Financial institution
instruments
|
|
9,482
|
|
|
12
|
|
|
(2
|
)
|
|
9,492
|
|
|
3,007
|
|
|
15
|
|
|
(1
|
)
|
|
3,021
|
|
Government debt
|
|
748
|
|
|
11
|
|
|
(1
|
)
|
|
758
|
|
|
560
|
|
|
4
|
|
|
—
|
|
|
564
|
|
Total available-for-sale debt investments
|
|
$
|
13,886
|
|
|
$
|
69
|
|
|
$
|
(12
|
)
|
|
$
|
13,943
|
|
|
$
|
6,481
|
|
|
$
|
63
|
|
|
$
|
(1
|
)
|
|
$
|
6,543
|
|
Government debt includes instruments such as non-U.S. government bonds and U.S. agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms such as commercial paper, fixed and floating rate bonds, money market fund deposits, and time deposits. Substantially all time deposits were issued by institutions outside the U.S. as of March 28, 2020 and December 28, 2019.
The fair value of available-for-sale debt investments, by contractual maturity, as of March 28, 2020, was as follows:
|
|
|
|
|
|
(In Millions)
|
|
Fair Value
|
Due in 1 year or less
|
|
$
|
3,443
|
|
Due in 1–2 years
|
|
1,589
|
|
Due in 2–5 years
|
|
1,354
|
|
Due after 5 years
|
|
—
|
|
Instruments not due at a single maturity date
|
|
7,557
|
|
Total
|
|
$
|
13,943
|
|
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
15
|
EQUITY INVESTMENTS
|
|
|
|
|
|
|
|
|
|
(In Millions)
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
Marketable equity securities
|
|
$
|
330
|
|
|
$
|
450
|
|
Non-marketable equity securities
|
|
3,522
|
|
|
3,480
|
|
Equity method investments
|
|
28
|
|
|
37
|
|
Total
|
|
$
|
3,880
|
|
|
$
|
3,967
|
|
We recognized $143 million of impairment charges on our non-marketable portfolio in the first three months of 2020 based on our assessment of the impact of recent public and private market volatility and tightening of liquidity.
The components of gains (losses) on equity investments, net for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Ongoing mark-to-market adjustments on marketable equity securities
|
|
$
|
(103
|
)
|
|
$
|
253
|
|
Observable price adjustments on non-marketable equity securities
|
|
79
|
|
|
8
|
|
Impairment charges
|
|
(143
|
)
|
|
(23
|
)
|
Sale of equity investments and other¹
|
|
56
|
|
|
196
|
|
Total gains (losses) on equity investments, net
|
|
$
|
(111
|
)
|
|
$
|
434
|
|
1 Sale of equity investments and other includes realized gains (losses) on sales of non-marketable equity investments, our share of equity method investee gains (losses) and distributions, and initial fair value adjustments recorded upon a security becoming marketable.
Gains and losses for our marketable and non-marketable equity securities during the period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Net gains (losses) recognized during the period on equity securities
|
|
$
|
(140
|
)
|
|
$
|
263
|
|
Less: Net (gains) losses recognized during the period on equity securities sold during the period
|
|
(7
|
)
|
|
(190
|
)
|
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date
|
|
$
|
(147
|
)
|
|
$
|
73
|
|
IMFT
IMFT was formed in 2006 by Micron Technology, Inc. (Micron) and Intel to jointly develop NAND flash memory and 3D XPoint™ technology products. As of March 30, 2019, we had a carrying value of $1.5 billion in IMFT and owned a 49% interest in the unconsolidated variable interest entity. We sold our non-controlling interest in IMFT to Micron in October 2019. We will continue to purchase product manufactured by Micron at the IMFT facility under supply agreements, which include the next generation of 3DXpoint technology.
As of March 28, 2020, our short-term debt was $3.5 billion, primarily comprised of the current portion of our long-term debt ($3.7 billion as of December 28, 2019).
We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
16
|
LONG-TERM DEBT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
(In Millions)
|
|
Effective Interest Rate
|
|
Amount
|
|
Amount
|
Floating-rate senior notes:
|
|
|
|
|
|
|
Three-month LIBOR plus 0.08%, due May 2020
|
|
1.93
|
%
|
|
$
|
700
|
|
|
$
|
700
|
|
Three-month LIBOR plus 0.35%, due May 2022
|
|
2.19
|
%
|
|
800
|
|
|
800
|
|
Fixed-rate senior notes:
|
|
|
|
|
|
|
1.85%, due May 2020
|
|
1.88
|
%
|
|
1,000
|
|
|
1,000
|
|
2.45%, due July 2020
|
|
2.47
|
%
|
|
1,750
|
|
|
1,750
|
|
1.70%, due May 2021
|
|
1.77
|
%
|
|
500
|
|
|
500
|
|
3.30%, due October 2021
|
|
2.96
|
%
|
|
2,000
|
|
|
2,000
|
|
2.35%, due May 2022
|
|
1.95
|
%
|
|
750
|
|
|
750
|
|
3.10%, due July 2022
|
|
2.68
|
%
|
|
1,000
|
|
|
1,000
|
|
4.00%, due December 2022¹
|
|
3.61
|
%
|
|
325
|
|
|
382
|
|
2.70%, due December 2022
|
|
2.27
|
%
|
|
1,500
|
|
|
1,500
|
|
4.10%, due November 2023
|
|
3.20
|
%
|
|
400
|
|
|
400
|
|
2.88%, due May 2024
|
|
2.30
|
%
|
|
1,250
|
|
|
1,250
|
|
2.70%, due June 2024
|
|
2.12
|
%
|
|
600
|
|
|
600
|
|
3.40%, due March 2025
|
|
3.46
|
%
|
|
1,500
|
|
|
—
|
|
3.70%, due July 2025
|
|
3.81
|
%
|
|
2,250
|
|
|
2,250
|
|
2.60%, due May 2026
|
|
2.28
|
%
|
|
1,000
|
|
|
1,000
|
|
3.75%, due March 2027
|
|
3.80
|
%
|
|
1,000
|
|
|
—
|
|
3.15%, due May 2027
|
|
2.84
|
%
|
|
1,000
|
|
|
1,000
|
|
2.45%, due November 2029
|
|
2.45
|
%
|
|
2,000
|
|
|
1,250
|
|
3.90%, due March 2030
|
|
3.94
|
%
|
|
1,500
|
|
|
—
|
|
4.00%, due December 2032
|
|
2.82
|
%
|
|
750
|
|
|
750
|
|
4.60%, due March 2040
|
|
4.63
|
%
|
|
750
|
|
|
—
|
|
4.80%, due October 2041
|
|
3.75
|
%
|
|
802
|
|
|
802
|
|
4.25%, due December 2042
|
|
3.00
|
%
|
|
567
|
|
|
567
|
|
4.90%, due July 2045
|
|
3.78
|
%
|
|
772
|
|
|
772
|
|
4.10%, due May 2046
|
|
3.04
|
%
|
|
1,250
|
|
|
1,250
|
|
4.10%, due May 2047
|
|
3.00
|
%
|
|
1,000
|
|
|
1,000
|
|
4.10%, due August 2047
|
|
2.58
|
%
|
|
640
|
|
|
640
|
|
3.73%, due December 2047
|
|
3.30
|
%
|
|
1,967
|
|
|
1,967
|
|
3.25%, due November 2049
|
|
3.22
|
%
|
|
2,000
|
|
|
1,500
|
|
4.75%, due March 2050
|
|
4.77
|
%
|
|
2,250
|
|
|
—
|
|
3.10%, due February 2060
|
|
3.12
|
%
|
|
1,000
|
|
|
—
|
|
4.95%, due March 2060
|
|
5.02
|
%
|
|
1,000
|
|
|
—
|
|
Oregon and Arizona bonds:
|
|
|
|
|
|
|
|
2.40%-2.70%, due December 2035 - 2040
|
|
2.49
|
%
|
|
423
|
|
|
423
|
|
5.00%, due March 2049
|
|
2.11
|
%
|
|
138
|
|
|
138
|
|
5.00%, due June 2049
|
|
2.13
|
%
|
|
438
|
|
|
438
|
|
Junior Subordinated Convertible Debentures:
|
|
|
|
|
|
|
3.25%, due August 2039
|
|
—
|
|
|
—
|
|
|
372
|
|
Total Senior Notes and Other Borrowings
|
|
|
|
38,572
|
|
|
28,751
|
|
Unamortized Premium/Discount and Issuance Costs
|
|
|
|
(379
|
)
|
|
(529
|
)
|
Hedge Accounting Fair Value Adjustments
|
|
|
|
1,726
|
|
|
781
|
|
Long-term debt
|
|
|
|
39,919
|
|
|
29,003
|
|
Current portion of long-term debt
|
|
|
|
(3,464
|
)
|
|
(3,695
|
)
|
Total long-term debt
|
|
|
|
$
|
36,455
|
|
|
$
|
25,308
|
|
|
|
1
|
To manage foreign currency risk associated with the Australian-dollar-denominated notes issued in 2015, we entered into currency interest rate swaps with an aggregate notional amount of $396 million, which effectively converted these notes to U.S.-dollar-denominated notes. For further discussion on our currency interest rate swaps, see "Note 11: Derivative Financial Instruments."
|
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
17
|
In November 2019, we issued a notice of redemption for the remaining $372 million of 2009 Debentures with a redemption date of January 9, 2020. During the fourth quarter of 2019, the closing stock price conversion right condition of the 2009 Debentures continued to be met and therefore the debentures were convertible at the option of the holders until January 6, 2020. All 2009 Debentures were either converted prior to January 6, 2020 or redeemed on the redemption date.
In the first three months of 2020, we issued a total of $10.3 billion aggregate principal amount of senior notes. We intend to use the net proceeds from the offering for general corporate purposes, which may include refinancing outstanding debt, funding for working capital and capital expenditures, and repurchasing shares of our common stock.
Our senior floating rate notes pay interest quarterly and our senior fixed rate notes pay interest semiannually. We may redeem the fixed rate notes prior to their maturity at our option at specified redemption prices and subject to certain restrictions. The obligations under the notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and effectively rank junior to all liabilities of our subsidiaries.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
18
|
ASSETS AND LIABILITIES MEASURED AND RECORDED AT FAIR VALUE ON A RECURRING BASIS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2020
|
|
December 28, 2019
|
|
|
Fair Value Measured and
Recorded at Reporting Date Using
|
|
|
Fair Value Measured and
Recorded at Reporting Date Using
|
|
(In Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
$
|
—
|
|
|
$
|
1,348
|
|
|
$
|
—
|
|
|
$
|
1,348
|
|
|
$
|
—
|
|
|
$
|
713
|
|
|
$
|
—
|
|
|
$
|
713
|
|
Financial institution instruments¹
|
|
7,557
|
|
|
600
|
|
|
—
|
|
|
8,157
|
|
|
1,064
|
|
|
408
|
|
|
—
|
|
|
1,472
|
|
Government debt²
|
|
—
|
|
|
199
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Reverse repurchase agreements
|
|
—
|
|
|
1,150
|
|
|
—
|
|
|
1,150
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
1,500
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
—
|
|
|
493
|
|
|
—
|
|
|
493
|
|
|
—
|
|
|
347
|
|
|
—
|
|
|
347
|
|
Financial institution instruments¹
|
|
—
|
|
|
803
|
|
|
—
|
|
|
803
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
724
|
|
Government debt²
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
—
|
|
|
2,850
|
|
|
—
|
|
|
2,850
|
|
|
—
|
|
|
2,848
|
|
|
—
|
|
|
2,848
|
|
Financial institution instruments¹
|
|
78
|
|
|
2,020
|
|
|
—
|
|
|
2,098
|
|
|
87
|
|
|
1,578
|
|
|
—
|
|
|
1,665
|
|
Government debt²
|
|
—
|
|
|
3,179
|
|
|
—
|
|
|
3,179
|
|
|
—
|
|
|
3,334
|
|
|
—
|
|
|
3,334
|
|
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets
|
|
5
|
|
|
372
|
|
|
—
|
|
|
377
|
|
|
50
|
|
|
230
|
|
|
—
|
|
|
280
|
|
Loans receivable³
|
|
—
|
|
|
339
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Marketable equity securities
|
|
330
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
450
|
|
Other long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt
|
|
—
|
|
|
1,852
|
|
|
—
|
|
|
1,852
|
|
|
—
|
|
|
1,898
|
|
|
—
|
|
|
1,898
|
|
Financial institution instruments¹
|
|
—
|
|
|
532
|
|
|
—
|
|
|
532
|
|
|
—
|
|
|
825
|
|
|
—
|
|
|
825
|
|
Government debt²
|
|
—
|
|
|
559
|
|
|
—
|
|
|
559
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
553
|
|
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets
|
|
—
|
|
|
1,604
|
|
|
35
|
|
|
1,639
|
|
|
—
|
|
|
690
|
|
|
16
|
|
|
706
|
|
Loans receivable³
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
554
|
|
|
—
|
|
|
554
|
|
Total assets measured and recorded at fair value
|
|
$
|
7,970
|
|
|
$
|
18,103
|
|
|
$
|
35
|
|
|
$
|
26,108
|
|
|
$
|
1,651
|
|
|
$
|
16,213
|
|
|
$
|
16
|
|
|
$
|
17,880
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
$
|
190
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
804
|
|
|
$
|
3
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
290
|
|
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
Total liabilities measured and recorded at fair value
|
|
$
|
190
|
|
|
$
|
720
|
|
|
$
|
—
|
|
|
$
|
910
|
|
|
$
|
3
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
303
|
|
|
|
1
|
Level 1 investments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions.
|
|
|
2
|
Level 2 investments consist primarily of U.S. agency notes and non-U.S. government debt.
|
|
|
3
|
The fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance based on the contractual currency.
|
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
19
|
ASSETS MEASURED AND RECORDED AT FAIR VALUE ON A NON-RECURRING BASIS
Our non-marketable equity securities, equity method investments, and certain non-financial assets, such as intangible assets and property, plant and equipment, are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an observable price adjustment or impairment is recognized on our non-marketable equity securities during the period, we classify these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.
FINANCIAL INSTRUMENTS NOT RECORDED AT FAIR VALUE ON A RECURRING BASIS
Financial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not been remeasured or impaired in the current period, grants receivable, loans receivable, reverse repurchase agreements, and issued debt.
As of March 28, 2020, the aggregate carrying value of grants receivable, loans receivable, and reverse repurchase agreements was $534 million ($543 million as of December 28, 2019). The estimated fair value of these financial instruments approximates their carrying value and is categorized as Level 2 within the fair value hierarchy based on the nature of the fair value inputs.
As of March 28, 2020, the fair value of our issued debt was $41.3 billion ($30.6 billion as of December 28, 2019). These liabilities are classified as Level 2 within the fair value hierarchy based on the nature of the fair value inputs.
|
|
|
NOTE 10 :
|
OTHER COMPREHENSIVE INCOME (LOSS)
|
The changes in accumulated other comprehensive income (loss) by component and related tax effects in the first three months of 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In Millions)
|
|
Unrealized Holding Gains (Losses) on Derivatives
|
|
Actuarial Valuation and Other Pension Expenses
|
|
Translation Adjustments and Other
|
|
Total
|
Balance as of December 29, 2019
|
|
$
|
54
|
|
|
$
|
(1,382
|
)
|
|
$
|
48
|
|
|
$
|
(1,280
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(373
|
)
|
|
3
|
|
|
(6
|
)
|
|
(376
|
)
|
Amounts reclassified out of accumulated other comprehensive income (loss)
|
|
68
|
|
|
14
|
|
|
—
|
|
|
82
|
|
Tax effects
|
|
37
|
|
|
(5
|
)
|
|
1
|
|
|
33
|
|
Other comprehensive income (loss)
|
|
(268
|
)
|
|
12
|
|
|
(5
|
)
|
|
(261
|
)
|
Balance as of March 28, 2020
|
|
$
|
(214
|
)
|
|
$
|
(1,370
|
)
|
|
$
|
43
|
|
|
$
|
(1,541
|
)
|
We estimate that we will reclassify approximately $135 million (before taxes) of net derivative losses included in accumulated other comprehensive income (loss) into earnings within the next 12 months.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
20
|
|
|
|
NOTE 11 :
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
VOLUME OF DERIVATIVE ACTIVITY
Total gross notional amounts for outstanding derivatives (recorded at fair value) at the end of each period were as follows:
|
|
|
|
|
|
|
|
|
|
(In Millions)
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
Foreign currency contracts
|
|
$
|
27,039
|
|
|
$
|
23,981
|
|
Interest rate contracts
|
|
13,859
|
|
|
14,302
|
|
Other
|
|
1,726
|
|
|
1,753
|
|
Total
|
|
$
|
42,624
|
|
|
$
|
40,036
|
|
FAIR VALUE OF DERIVATIVE INSTRUMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2020
|
|
December 28, 2019
|
(In Millions)
|
|
Assets1
|
|
Liabilities2
|
|
Assets1
|
|
Liabilities2
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Foreign currency contracts3
|
|
$
|
10
|
|
|
$
|
465
|
|
|
$
|
56
|
|
|
$
|
159
|
|
Interest rate contracts
|
|
1,635
|
|
|
—
|
|
|
690
|
|
|
9
|
|
Total derivatives designated as hedging instruments
|
|
1,645
|
|
|
465
|
|
|
746
|
|
|
168
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
Foreign currency contracts3
|
|
362
|
|
|
135
|
|
|
179
|
|
|
78
|
|
Interest rate contracts
|
|
4
|
|
|
120
|
|
|
11
|
|
|
54
|
|
Equity contracts
|
|
5
|
|
|
190
|
|
|
50
|
|
|
3
|
|
Total derivatives not designated as hedging instruments
|
|
371
|
|
|
445
|
|
|
240
|
|
|
135
|
|
Total derivatives
|
|
$
|
2,016
|
|
|
$
|
910
|
|
|
$
|
986
|
|
|
$
|
303
|
|
|
|
1
|
Derivative assets are recorded as other assets, current and non-current.
|
|
|
2
|
Derivative liabilities are recorded as other liabilities, current and non-current.
|
|
|
3
|
The majority of these instruments mature within 12 months.
|
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
21
|
AMOUNTS OFFSET IN THE CONSOLIDATED CONDENSED BALANCE SHEETS
The gross amounts of our derivative instruments and reverse repurchase agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 28, 2020
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|
(In Millions)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts Presented in the Balance Sheet
|
|
Financial Instruments
|
|
Cash and Non-Cash Collateral Received or Pledged
|
|
Net Amount
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets subject to master netting arrangements
|
|
$
|
2,005
|
|
|
$
|
—
|
|
|
$
|
2,005
|
|
|
$
|
(457
|
)
|
|
$
|
(1,513
|
)
|
|
$
|
35
|
|
Reverse repurchase agreements
|
|
1,500
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
(1,418
|
)
|
|
82
|
|
Total assets
|
|
$
|
3,505
|
|
|
$
|
—
|
|
|
$
|
3,505
|
|
|
$
|
(457
|
)
|
|
$
|
(2,931
|
)
|
|
$
|
117
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities subject to master netting arrangements
|
|
$
|
865
|
|
|
$
|
—
|
|
|
$
|
865
|
|
|
$
|
(457
|
)
|
|
$
|
(221
|
)
|
|
$
|
187
|
|
Total liabilities
|
|
$
|
865
|
|
|
$
|
—
|
|
|
$
|
865
|
|
|
$
|
(457
|
)
|
|
$
|
(221
|
)
|
|
$
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 28, 2019
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|
(In Millions)
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts Presented in the Balance Sheet
|
|
Financial Instruments
|
|
Cash and Non-Cash Collateral Received or Pledged
|
|
Net Amount
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative assets subject to master netting arrangements
|
|
$
|
974
|
|
|
$
|
—
|
|
|
$
|
974
|
|
|
$
|
(144
|
)
|
|
$
|
(808
|
)
|
|
$
|
22
|
|
Reverse repurchase agreements
|
|
1,850
|
|
|
—
|
|
|
1,850
|
|
|
—
|
|
|
(1,850
|
)
|
|
—
|
|
Total assets
|
|
$
|
2,824
|
|
|
$
|
—
|
|
|
$
|
2,824
|
|
|
$
|
(144
|
)
|
|
$
|
(2,658
|
)
|
|
$
|
22
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities subject to master netting arrangements
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
(144
|
)
|
|
$
|
(72
|
)
|
|
$
|
46
|
|
Total liabilities
|
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
(144
|
)
|
|
$
|
(72
|
)
|
|
$
|
46
|
|
We obtain and secure available collateral from counterparties against obligations, including securities lending transactions and reverse repurchase agreements, when we deem it appropriate.
DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS
The before-tax net gains or losses attributed to cash flow hedges, recognized in other comprehensive income (loss), were $373 million net losses in the first three months of 2020 ($29 million net gains in the first three months of 2019). Substantially all of our cash flow hedges were foreign currency contracts for all periods presented.
During the first three months of 2020 and 2019, the amounts excluded from effectiveness testing were insignificant.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
22
|
DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS
The effects of derivative instruments designated as fair value hedges, recognized in interest and other, net for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Gains (Losses) Recognized in Consolidated Condensed Statements of Income on Derivatives
|
Three Months Ended
(In Millions)
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Interest rate contracts
|
|
$
|
954
|
|
|
$
|
485
|
|
Hedged items
|
|
(954
|
)
|
|
(485
|
)
|
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
The amounts recorded on the Consolidated Condensed Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line Item in the Consolidated Condensed Balance Sheet in Which the Hedged Item is Included
|
|
Carrying Amount of the Hedged Item Asset/(Liabilities)
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities)
|
(In Millions)
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
|
Mar 28,
2020
|
|
Dec 28,
2019
|
Long-term debt
|
|
$
|
(13,632
|
)
|
|
$
|
(12,678
|
)
|
|
$
|
(1,635
|
)
|
|
$
|
(681
|
)
|
The total notional amount of pay variable and receive fixed interest rate swaps was $12.0 billion as of March 28, 2020 and as of December 28, 2019.
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
The effects of derivative instruments not designated as hedging instruments on the Consolidated Condensed Statements of Income for each period were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
(In Millions)
|
|
Location of Gains (Losses)
Recognized in Income on Derivatives
|
|
Mar 28,
2020
|
|
Mar 30,
2019
|
Foreign currency contracts
|
|
Interest and other, net
|
|
$
|
154
|
|
|
$
|
57
|
|
Interest rate contracts
|
|
Interest and other, net
|
|
(77
|
)
|
|
(14
|
)
|
Other
|
|
Various
|
|
(268
|
)
|
|
146
|
|
Total
|
|
|
|
$
|
(191
|
)
|
|
$
|
189
|
|
LEGAL PROCEEDINGS
We are a party to various legal proceedings, including those noted in this section. Although management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal proceedings and related government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could include substantial monetary damages. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices, or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, and overall trends. We might also conclude that settling one or more such matters is in the best interests of our stockholders, employees, and customers, and any such settlement could include substantial payments. Except as specifically described below, we have not concluded that settlement of any of the legal proceedings noted in this section is appropriate at this time.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
23
|
European Commission Competition Matter
In 2001, the EC commenced an investigation regarding claims by Advanced Micro Devices, Inc. (AMD) that we used unfair business practices to persuade customers to buy our microprocessors. We received numerous requests for information and documents from the EC and we responded to each of those requests. The EC issued a Statement of Objections in July 2007 and held a hearing on that Statement in March 2008. The EC issued a Supplemental Statement of Objections in July 2008. In May 2009, the EC issued a decision finding that we had violated Article 82 of the EC Treaty and Article 54 of the European Economic Area Agreement. In general, the EC found that we violated Article 82 (later renumbered as Article 102 by a new treaty) by offering alleged "conditional rebates and payments" that required our customers to purchase all or most of their x86 microprocessors from us. The EC also found that we violated Article 82 by making alleged "payments to prevent sales of specific rival products." The EC imposed a fine in the amount of €1.1 billion ($1.4 billion as of May 2009), which we subsequently paid during the third quarter of 2009, and ordered us to "immediately bring to an end the infringement referred to in" the EC decision.
The EC decision contained no specific direction on whether or how we should modify our business practices. Instead, the decision stated that we should "cease and desist" from further conduct that, in the EC's opinion, would violate applicable law. We took steps, which are subject to the EC's ongoing review, to comply with that decision pending appeal. We had discussions with the EC to better understand the decision and to explain changes to our business practices.
We appealed the EC decision to the Court of First Instance (which has been renamed the General Court) in July 2009. The hearing of our appeal took place in July 2012. In June 2014, the General Court rejected our appeal in its entirety. In August 2014, we filed an appeal with the European Court of Justice. In November 2014, Intervener Association for Competitive Technologies filed comments in support of Intel’s grounds of appeal. The EC and interveners filed briefs in November 2014, we filed a reply in February 2015, and the EC filed a rejoinder in April 2015. The Court of Justice held oral argument in June 2016. In October 2016, Advocate General Wahl, an advisor to the Court of Justice, issued a non-binding advisory opinion that favored Intel on a number of grounds. The Court of Justice issued its decision in September 2017, setting aside the judgment of the General Court and sending the case back to the General Court to examine whether the rebates at issue were capable of restricting competition. The General Court has appointed a panel of five judges to consider our appeal of the EC’s 2009 decision in light of the Court of Justice’s clarifications of the law. In November 2017, the parties filed initial “Observations” about the Court of Justice’s decision and the appeal and were invited by the General Court to offer supplemental comments to each other’s “Observations,” which the parties submitted in March 2018. Responses to other questions posed by the General Court were filed in May and June 2018. The General Court heard oral argument in March 2020. Pending the final decision in this matter, the fine paid by Intel has been placed by the EC in commercial bank accounts where it accrues interest.
Litigation Related to Security Vulnerabilities
In June 2017, a Google research team notified us and other companies that it had identified security vulnerabilities (now commonly referred to as “Spectre” and “Meltdown”) that affect many types of microprocessors, including our products. As is standard when findings like these are presented, we worked together with other companies in the industry to verify the research and develop and validate software and firmware updates for impacted technologies. On January 3, 2018, information on the security vulnerabilities was publicly reported, before software and firmware updates to address the vulnerabilities were made widely available. Numerous lawsuits relating to the Spectre and Meltdown security vulnerabilities, as well as another variant of these vulnerabilities (“Foreshadow”) that has since been identified, have been filed against Intel and, in certain cases, our current and former executives and directors, in U.S. federal and state courts and in certain courts in other countries.
As of April 22, 2020, consumer class action lawsuits relating to certain security vulnerabilities publicly disclosed in 2018 were pending in the U.S., Canada, and Israel. The plaintiffs, who purport to represent various classes of purchasers of our products, generally claim to have been harmed by Intel's actions and/or omissions in connection with the security vulnerabilities and assert a variety of common law and statutory claims seeking monetary damages and equitable relief. In the U.S., numerous individual class action suits filed in various jurisdictions were consolidated in April 2018 for all pretrial proceedings in the U.S. District Court for the District of Oregon. In March 2020, the court granted Intel's motion to dismiss the complaint in that consolidated action, but granted plaintiffs leave to file an amended complaint. In Canada, in one case pending in the Superior Court of Justice of Ontario, an initial status conference has not yet been scheduled. In a second case pending in the Superior Court of Justice of Quebec, the court has stayed the case until April 2020. In Israel, both consumer class action lawsuits were filed in the District Court of Haifa. In the first case, the District Court denied the parties' joint motion to stay filed in January 2019, but to date has deferred Intel's deadline to respond to the complaint in view of Intel's pending motion to dismiss in the consolidated proceeding in the U.S. Intel filed a motion to stay the second case pending resolution of the consolidated proceeding in the U.S., and a hearing on that motion has been scheduled for May 2020. Additional lawsuits and claims may be asserted seeking monetary damages or other related relief. We dispute the pending claims described above and intend to defend those lawsuits vigorously. Given the procedural posture and the nature of those cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from those matters.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
24
|
In addition to these lawsuits, Intel stockholders filed multiple shareholder derivative lawsuits since January 2018 against certain current and former members of our Board of Directors and certain current and former officers, alleging that the defendants breached their duties to Intel in connection with the disclosure of the security vulnerabilities and the failure to take action in relation to alleged insider trading. The complaints sought to recover damages from the defendants on behalf of Intel. Some of the derivative actions were filed in the U.S. District Court for the Northern District of California and were consolidated, and the others were filed in the Superior Court of the State of California in San Mateo County and were consolidated. The federal court granted defendants' motion to dismiss the consolidated complaint in the federal action in August 2018 on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board. The federal court granted plaintiffs leave to amend their complaint, but subsequently dismissed the cases without prejudice in January 2019 at plaintiffs' request. In August 2018, the California Superior Court granted defendants' motion to dismiss the consolidated complaint in the state court action on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board, but granted plaintiffs leave to amend. The court subsequently granted defendants' motion to dismiss plaintiffs' first, second, and third amended complaints, on the same ground, and in March 2020 granted defendants' motion to dismiss plaintiffs' third amended complaint without granting plaintiffs leave to amend. Plaintiffs filed a motion for reconsideration of the court's final order of dismissal, which is scheduled for hearing in June 2020.
Institute of Microelectronics, Chinese Academy of Sciences v. Intel China, Ltd., et al.
In February 2018, the Institute of Microelectronics of the Chinese Academy of Sciences (IMECAS) sued Intel China, Ltd., Dell China, Ltd. (Dell) and Beijing JingDong Century Information Technology, Ltd. (JD) for patent infringement in the Beijing High Court. IMECAS alleges that Intel’s Core series processors infringe Chinese patent CN 102956457 (’457 Patent). The complaint demands an injunction and damages of at least RMB 200,000,000 plus the cost of litigation. A trial date is not yet set. In March 2018, Dell tendered indemnity to Intel, which Intel granted in April 2018. JD also tendered indemnity to Intel, which Intel granted in October 2018. In March 2018, Intel filed an invalidation request on the ‘457 patent with the Chinese Patent Reexamination Board (PRB). The PRB held an oral hearing in September 2018 and in February 2019 upheld the validity of the challenged claims. In January 2020, Intel filed a second invalidation request on the ‘457 patent with the PRB. In September 2018 and March 2019, Intel filed petitions with the United States Patent & Trademark Office (USPTO) requesting institution of inter partes review (IPR) of U.S. Patent No. 9,070,719, the U.S. counterpart to the ‘457 patent. The USPTO denied institution of Intel’s petitions in March and October 2019, respectively. In April 2019, Intel filed a request for rehearing and a petition for Precedential Opinion Panel (POP) in the USPTO to challenge the denial of its first IPR petition, and in November 2019 Intel filed a request for rehearing on the second IPR petition. In January 2020, the USPTO denied the rehearing and petition on the first IPR petition.
In October 2019, IMECAS filed second and third lawsuits, in the Beijing IP Court, alleging infringement of Chinese Patent No. CN 102386226 (‘226 Patent) based on the manufacturing and sale of Intel’s Core i3 microprocessors. Defendants in the second case are Lenovo (Beijing) Co., Ltd. (Lenovo) and Beijing Jiayun Huitong Technology Development Co. Ltd. (BJHT). Defendants in the third case are Intel Corp., Intel China Co., Ltd., the Intel China Beijing Branch, Beijing Digital China Co., Ltd. (Digital China), and JD. Both complaints demand injunctions plus litigation costs and reserve the right to claim damages in unspecified amounts. No proceedings have occurred or are yet scheduled in these lawsuits. In December 2019, Lenovo tendered indemnity to Intel, which Intel granted in March 2020. Given the procedural posture and the nature of these cases, the unspecified nature and extent of damages claimed by IMECAS, and uncertainty regarding the availability of injunctive relief under applicable law, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, arising from these matters. We dispute IMECAS’s claims and intend to vigorously defend against them.
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
25
|
We use terms throughout our document that are specific to Intel or that are abbreviations that may not be commonly known or used. Below is a list of these terms used in our document.
|
|
|
|
TERM
|
|
DEFINITION
|
|
|
|
2009 Debentures
|
|
3.25% junior subordinated convertible debentures due 2039
|
5G
|
|
The next-generation mobile network, which is expected to bring dramatic improvements in network speeds and latency, and which we view as a transformative technology and opportunity for many industries
|
ADAS
|
|
Advanced driver-assistance systems
|
Adjacent products
|
|
All of our non-platform products for CCG, DCG, and IOTG, such as modem, Ethernet and silicon photonics, as well as Mobileye, Non-Volatile Memory Solutions Group (NSG), and Programmable Solutions Group (PSG) products. Combined with our platform products, adjacent products form comprehensive platform solutions to meet customer needs
|
ASIC
|
|
Application-specific integrated circuit
|
ASP
|
|
Average Selling Price
|
CODM
|
|
Chief operating decision maker
|
COVID-19
|
|
The infectious disease caused by the most recently discovered coronavirus (aka coronavirus 2 or SARS-CoV-2), which was declared a global pandemic by the World Health Organization
|
CPU
|
|
Processor or central processing unit
|
Data-centric businesses
|
|
Includes our Data Center Group (DCG), Internet of Things Group (IOTG), Mobileye, Non-Volatile Memory Solutions Group (NSG), Programmable Solutions Group (PSG), and all other businesses
|
EC
|
|
European Commission
|
Edge
|
|
Allocated resources that move, store, and process data closer to the source or point of service delivery
|
Form 10-K
|
|
Annual Report on Form 10-K
|
Form 10-Q
|
|
Quarterly Report on Form 10-Q
|
FPGA
|
|
Field-programmable gate array
|
IMFT
|
|
IM Flash Technologies, LLC
|
Internet of Things
|
|
Refers to the Internet of Things market in which we sell our IOTG and Mobileye products
|
IP
|
|
Intellectual property
|
McAfee
|
|
Business, post divestiture of Intel Security Group in Q2 2017, which we retained an interest in as part of our investment strategy
|
MD&A
|
|
Management's Discussion & Analysis
|
MG&A
|
|
Marketing, general and administrative
|
NAND
|
|
NAND flash memory
|
nm
|
|
Nanometer
|
OEM
|
|
Original equipment manufacturer
|
PC-centric business
|
|
Our Client Computing Group (CCG) business, including both platform and adjacent products
|
Platform products
|
|
A microprocessor (CPU) and chipset, a stand-alone SoC, or a multichip package, based on Intel® architecture. Platform products are primarily used in solutions sold through the CCG, DCG, and IOTG segments
|
PRQ
|
|
Product Release Qualification, which is the milestone when costs to manufacture a product are included in inventory valuation
|
QLC
|
|
Quad-level cell
|
R&D
|
|
Research and development
|
RSU
|
|
Restricted stock unit
|
SEC
|
|
U.S. Securities and Exchange Commission
|
SoC
|
|
System-on-Chip
|
SSD
|
|
Solid-state drive
|
TAM
|
|
Total addressable market
|
TLC
|
|
Triple-level cell
|
U.S. GAAP
|
|
U.S. Generally Accepted Accounting Principles
|
|
|
|
|
FINANCIAL STATEMENTS
|
Notes to Financial Statements
|
26
|