INTEL CORP
For the period ended Dec 30, 2023. Filed Jan 26, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Jan 26, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 9A. Controls and Procedures
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.
Evaluation of Disclosure Controls and Procedures
Based on management's evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with US GAAP.
Management assessed our internal control over financial reporting as of December 30, 2023. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management's assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external reporting purposes in accordance with US GAAP. We reviewed the results of management's assessment with the Audit Committee of our Board of Directors.
Our independent registered public accounting firm, Ernst & Young LLP, independently assessed the effectiveness of the company's internal control over financial reporting, as stated in the firm's attestation report, which is included within Financial Statements and Supplemental Details.
| Supplemental Details | 115 |
Exhibits
Financial Statements: See "Index to Consolidated Financial Statements" within the Consolidated Financial Statements.
Financial Statement Schedules: Not applicable or the required information is otherwise included in the Consolidated Financial Statements and accompanying notes.
Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Form 10-K.
Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
may apply standards of materiality that differ from those of a reasonable investor; and
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| Supplemental Details | 116 |
Exhibit Index
| ExhibitNumber · Incorporated by Reference · Filed orFurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Description · Form · File Number · Exhibit · FilingDate | ||||||
| 2.1 | Master Purchase Agreement between Intel Corporation and SK hynix Inc., dated as of October 19, 2020 | 8-K | 000-06217 | 2.1 | 10/20/2020 | |
| 3.1 | Corrected Third Restated Certificate of Incorporation of Intel Corporation, dated October 23, 2023 | 10-Q | 000-06217 | 3.1 | 10/27/2023 | |
| 3.2 | Intel Corporation Bylaws, as amended and restated on November 29, 2023 | 8-K | 000-06217 | 3.2 | 12/5/2023 | |
| 4.1 | Indenture dated as of March 29, 2006 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.) (the "Open-Ended Indenture") | S-3ASR | 333-132865 | 4.4 | 3/30/2006 | |
| 4.2 | First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007 | 10-K | 000-06217 | 4.2.4 | 2/20/2008 | |
| 4.3 | Second Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.95% Senior Notes due 2016, 3.30% Senior Notes due 2021, and 4.80% Senior Notes due 2041, dated as of September 19, 2011 | 8-K | 000-06217 | 4.01 | 9/19/2011 | |
| 4.4 | Third Supplemental Indenture to Open-Ended Indenture for the Registrant's 1.35% Senior Notes due 2017, 2.70% Senior Notes due 2022, 4.00% Senior Notes due 2032, and 4.25% Senior Notes due 2042, dated as of December 11, 2012 | 8-K | 000-06217 | 4.01 | 12/11/2012 | |
| 4.5 | Fourth Supplemental Indenture to Open-Ended Indenture for the Registrant's 4.25% Senior Notes due 2042, dated as of December 14, 2012 | 8-K | 000-06217 | 4.01 | 12/14/2012 | |
| 4.6 | Fifth Supplemental Indenture to Open-Ended Indenture, dated as of July 29, 2015, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 7/29/2015 | |
| 4.7 | Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 5/19/2016 | |
| 4.8 | Ninth Supplemental Indenture to Open-Ended Indenture, dated as of May 11, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 5/11/2017 | |
| 4.9 | Tenth Supplemental Indenture to Open-Ended Indenture, dated as of June 16, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 6/16/2017 | |
| 4.10 | Eleventh Supplemental Indenture to Open-Ended Indenture, dated as of August 14, 2017, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services DAC, UK Branch, as paying agent | 8-K | 000-06217 | 4.1 | 8/14/2017 | |
| 4.11 | Twelfth Supplemental Indenture to Open-Ended Indenture, dated as of December 8, 2017, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 10-K | 000-06217 | 4.2.13 | 2/16/2018 | |
| Supplemental Details | 117 |
| ExhibitNumber · Incorporated by Reference · Filed orFurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Description · Form · File Number · Exhibit · FilingDate | ||||||
| 4.12 | Thirteenth Supplemental Indenture, dated as of November 21, 2019, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 11/21/2019 | |
| 4.13 | Fourteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 2/13/2020 | |
| 4.14 | Fifteenth Supplemental Indenture, dated as of February 13, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.2 | 2/13/2020 | |
| 4.15 | Sixteenth Supplemental Indenture, dated as of March 25, 2020, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 3/25/2020 | |
| 4.16 | Seventeenth Supplemental Indenture, dated as of August 12, 2021, between Intel Corporation and Wells Fargo Bank, National Association, as successor trustee | 8-K | 000-06217 | 4.1 | 8/12/2021 | |
| 4.17 | Eighteenth Supplemental Indenture, dated as of August 5, 2022, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee | 8-K | 000-06217 | 4.1 | 8/5/2022 | |
| 4.18 | Nineteenth Supplemental Indenture, dated as of February 10, 2023, between Intel Corporation and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee | 8-K | 000-06217 | 4.1 | 2/10/2023 | |
| 4.19 | Description of Intel Securities Registered under Section 12 of the Exchange Act | 10-K | 000-06217 | 4.18 | 1/27/2022 | |
| 10.1† | Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 11, 2023 | S-8 | 000-06217 | 99.1 | 9/26/2023 | |
| 10.1.2† | Intel Corporation Form of Notice of Grant - Restricted Stock Units | 10-Q | 000-06217 | 10.1 | 10/25/2018 | |
| 10.1.3† | Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs with retirement vesting terms granted to executives on or after January 30, 2019) | 10-Q | 000-06217 | 10.3 | 4/26/2019 | |
| 10.1.4† | Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for RSUs without retirement vesting terms granted to executives on or after January 30, 2019) | 10-Q | 000-06217 | 10.4 | 4/26/2019 | |
| 10.1.5† | Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to grandfathered executives on or after January 30, 2019) | 10-Q | 000-06217 | 10.5 | 4/26/2019 | |
| 10.1.6† | Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for performance-based RSUs granted to non-grandfathered executives on or after January 30, 2019) | 10-Q | 000-06217 | 10.1 | 4/24/2020 | |
| 10.1.7† | Intel Corporation Form of Restricted Stock Unit Grant Agreement under the 2006 Equity Incentive Plan (for strategic growth performance-based RSUs granted to executives on or after February 1, 2019) | 10-Q | 000-06217 | 10.6 | 4/26/2019 | |
| Supplemental Details | 118 |
| ExhibitNumber · Incorporated by Reference · Filed orFurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit Description · Form · File Number · Exhibit · FilingDate | ||||||
| 10.1.8† | First Amendment to Option Agreement (Performance Options) between Intel and Patrick Gelsinger, dated November 18, 2022 | 8-K | 000-06217 | 10.1 | 11/22/2022 | |
| 10.1.9† | First Amendment to Restricted Stock Unit Agreement (Strategic Growth PSUs) between Intel and Patrick Gelsinger, dated November 18, 2022 | 8-K | 000-06217 | 10.2 | 11/22/2022 | |
| 10.1.10† | First Amendment to Restricted Stock Unit Agreement (Outperformance PSUs) between Intel and Patrick Gelsinger, dated November 18, 2022 | 8-K | 000-06217 | 10.3 | 11/22/2022 | |
| 10.1.11† | Intel Corporation Form of Stock Option Grant Agreement under the 2006 Equity Incentive Plan (for strategic growth performance-based stock options granted to executives on or after February 1, 2019) | 10-Q | 000-06217 | 10.7 | 4/26/2019 | |
| 10.1.12† | Intel Corporation Form of Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted to non-employee directors on or after May 12, 2022) | 10-Q | 000-6217 | 10.3 | 10/28/2022 | |
| 10.1.13† | Intel Corporation 2021 Inducement Plan | S-8 | 333-253077 | 99.1 | 2/12/2021 | |
| 10.1.14† | Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for time-vesting RSUs) | 10-Q | 000-06217 | 10.3 | 4/23/2021 | |
| 10.1.15† | Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for optional investment matching RSUs) | 10-Q | 000-06217 | 10.4 | 4/23/2021 | |
| 10.1.16† | Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for relative TSR performance-based RSUs) | 10-Q | 000-06217 | 10.5 | 4/23/2021 | |
| 10.1.17† | Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for strategic growth performance-based RSUs) | 10-Q | 000-06217 | 10.6 | 4/23/2021 | |
| 10.1.18† | Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for outperformance performance-based RSUs) | 10-Q | 000-06217 | 10.7 | 4/23/2021 | |
| 10.1.19† | Intel Corporation Option Agreement under the 2021 Inducement Plan (for strategic growth performance-based stock options) | 10-Q | 000-06217 | 10.8 | 4/23/2021 | |
| 10.2† | Intel Corporation Executive Annual Performance Bonus Plan, effective as of January 1, 2020 | 8-K | 000-06217 | 10.1 | 1/22/2020 | |
| 10.3† | Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective January 1, 2020 | 10-Q | 000-06217 | 10.3 | 4/24/2020 | |
| 10.4† | First Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 2020 | 10-Q | 000-06217 | 10.1 | 7/29/2022 | |
| 10.5† | Second Amendment to Intel Corporation Sheltered Employee Retirement Plan Plus dated January 1, 2023 | 10-K | 000-6218 | 10.5 | 1/27/2023 | |
| 10.6† | Intel Corporation 2006 Employee Stock Purchase Plan, as amended and restated, effective February 12, 2022 | 10-Q | 000-06217 | 10.2 | 4/29/2022 | |
| 10.7† | Intel Corporation 2006 Deferral Plan for Outside Directors, effective November 15, 2006 | 10-K | 000-06217 | 10.41 | 2/26/2007 | |
| 10.8† | Form of Indemnification Agreement with Directors and Executive Officers | 10-K | 000-06217 | 10.15 | 2/22/2005 | |
| Supplemental Details | 119 |
| ExhibitNumber · Incorporated by Reference · Filed orFurnishedHerewith | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Description · Form · File Number · Exhibit · FilingDate | |||||||
| 10.9† | Form of Indemnification Agreement with Directors and Executive Officers (for Directors and Executive Officers who joined Intel after July 1, 2016) | 10-Q | 000-06217 | 10.2 | 10/31/2016 | ||
| 10.10 | Settlement Agreement Between Advanced Micro Devices, Inc. and Intel Corporation, dated November 11, 2009 | 8-K | 000-06217 | 10.1 | 11/12/2009 | ||
| 10.11†† | Patent Cross License Agreement between NVIDIA Corporation and Intel Corporation, dated January 10, 2011 | 8-K | 000-06217 | 10.1 | 1/10/2011 | ||
| 10.12^ | Purchase and Contribution Agreement, dated as of August 22, 2022, by and among Intel Corporation, Arizona Fab HoldCo Inc., Foundry JV Holdco LLC, and Arizona Fab LLC | 8-K | 000-06217 | 10.1 | 8/23/2022 | ||
| 10.13^ | Amended and Restated Limited Liability Company Agreement of Arizona Fab LLC by and between Arizona Fab HoldCo Inc. and Foundry JV Holdco LLC | 8-K | 000-06217 | 10.1 | 11/22/2022 | ||
| 10.14† | Offer Letter between Intel Corporation and Patrick Gelsinger, dated January 13, 2021 | 8-K | 000-06217 | 10.1 | 1/14/2021 | ||
| 10.15† | Offer Letter between Intel Corporation and David A. Zinsner dated January 6, 2022 | 8-K | 000-06217 | 10.1 | 1/10/2022 | ||
| 10.16† | Offer Letter between Intel Corporation and Christoph Schell dated February 11, 2022 | X | |||||
| 10.17† | Offer Letter between Intel Corporation and Sandra Rivera dated October 2, 2023 | 8-K | 000-06217 | 10.1 | 10/05/2023 | ||
| 21.1 | Intel Corporation Subsidiaries | X | |||||
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | X | |||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act | X | |||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act | X | |||||
| 32.1 | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350 | X | |||||
| 97.1† | Intel Corporation Compensation Recoupment Policy, effective October 2, 2023 | X | |||||
| 99.1 | Supplement to Present Required Information in Searchable Format | X | |||||
| 101 | Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Financial Statements and Supplemental Details | X | |||||
| 104 | Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101 | X | |||||
† Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
†† Portions of this exhibit have been omitted pursuant to an order granting confidential treatment.
^ Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5)-(6) and Item 601(b)(10)(iv) of Regulation S-K.
| Supplemental Details | 120 |
| Item Number | Item |
|---|---|
| Part I | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.