FULLTEXT DEL 2 AV 2
10-Q – 2025-11-06 – intc-20250927.htm
Three Months Ended Nine Months Ended Sep 27, 2025 Sep 28, 2024 Sep 27, 2025 Sep 28, 2024 (In Millions, Except Per Share Amounts) Amount % of Net Revenue Amount % of Net Revenue Amount % of Net Revenue Amount % of Net Revenue Net revenue $ 13,653 100.0 % $ 13,284 100.0 % $ 39,179 100.0 % $ 38,841 100.0 % Cost of sales 8,435 61.8 % 11,287 85.0 % 25,747 65.7 % 27,080 69.7 % Gross profit 5,218 38.2 % 1,997 15.0 % 13,432 34.3 % 11,761 30.3 % Research and development 3,231 23.7 % 4,049 30.5 % 10,555 26.9 % 12,670 32.6 % Marketing, general, and administrative 1,129 8.3 % 1,383 10.4 % 3,450 8.8 % 4,268 11.0 % Restructuring and other charges 175 1.3 % 5,622 42.3 % 2,221 5.7 % 6,913 17.8 % Operating income (loss) 683 5.0 % (9,057) (68.2) % (2,794) (7.1) % (12,090) (31.1) % Gains (losses) on equity investments, net 221 1.6 % (159) (1.2) % 611 1.6 % (74) (0.2) % Interest and other, net 3,670 26.9 % 130 1.0 % 3,402 8.7 % 355 0.9 % Income (loss) before taxes 4,574 33.5 % (9,086) (68.4) % 1,219 3.1 % (11,809) (30.4) % Provision for (benefit from) taxes 304 2.2 % 7,903 59.5 % 860 2.2 % 7,271 18.7 % Net income (loss) 4,270 31.3 % (16,989) (127.9) % 359 0.9 % (19,080) (49.1) % Less: net income (loss) attributable to non-controlling interests 207 1.5 % (350) (2.6) % 35 0.1 % (450) (1.2) % Net income (loss) attributable to Intel $ 4,063 29.8 % $ (16,639) (125.3) % $ 324 0.8 % $ (18,630) (48.0) % Earnings (loss) per share attributable to Intel—diluted¹ $ 0.90 $ (3.88) $ 0.07 $ (4.37) 1 For the three and nine months ended September 27, 2025, earnings (loss) per share attributable to Intel-diluted has been calculated by adjusting net income (loss) attributable to Intel for the loss of $2 million related to the mark to market of that portion of the derivative liability that is attributable to 342 thousand contingent Escrowed Shares that were included in the weighted average shares of common stock outstanding-diluted during the period. MD&A 36 Table of Contents Consolidated Revenue Consolidated Revenue Walk $B 1 Q3 2025 vs. Q3 2024 Our Q3 2025 revenue was $13.7 billion, up $369 million from Q3 2024, primarily due to 3% higher Intel Products revenue, which increased primarily due to 5% higher CCG revenue resulting from higher client demand. DCAI, Intel Foundry and all other revenue amounts were roughly flat with Q3 2024. YTD 2025 vs. YTD 2024 Our YTD 2025 revenue was $39.2 billion, up $338 million from YTD 2024. Intel Products revenue was roughly flat with YTD 2024, primarily due to lower CCG revenue, primarily offset by higher DCAI revenue. CCG revenue decreased 2% from YTD 2024 primarily due to lower client revenue in the first half of 2025 driven by lower client volumes that were primarily attributable to the reduction of incremental purchasing incentives offered to certain customers in the first half of 2024 and lower YTD 2025 customer inventory levels. DCAI revenue increased 3% from YTD 2024 primarily due to higher server revenue due to higher hyperscale customer-related demand and higher product revenue from higher networking customer-related demand. All other revenue increased 21% from YTD 2024, primarily driven by higher Mobileye revenue. 1 Excludes intersegment revenue; totals may not sum due to rounding. MD&A 37 Table of Contents Consolidated Gross Profit We derived a majority of our consolidated gross profit in Q3 2025 and in YTD 2025 from our Intel Products business sales through our CCG and DCAI operating segments. Gross Profit $B (Percentages in chart indicate gross profit as a percentage of total revenue) Q3 2025 vs. Q3 2024 Our consolidated gross profit in Q3 2025 increased by $3.2 billion, or 161% , compared to Q3 2024, primarily driven by the absence of $3.1 billion of non-cash impairment and accelerated depreciation charges that were recognized in Q3 2024 primarily related to Intel Foundry manufacturing assets for our Intel 7 process node. YTD 2025 vs. YTD 2024 Our consolidated gross profit in YTD 2025 increased by $1.7 billion , or 14% , compared to YTD 2024, primarily due to a reduction in asset impairment and depreciation charges. In YTD 2025, we incurred $797 million of asset impairment and accelerated depreciation charges related to certain manufacturing assets that were determined in Q2 2025 to have no remaining operational use in comparison to $3.1 billion of YTD 2024 non-cash impairment and accelerated depreciation charges described above. In addition, our YTD 2025 consolidated gross profit was also unfavorably impacted by higher period charges including higher inventory reserves and higher other costs. MD&A 38 Table of Contents Consolidated R&D and MG&A Expenses Total R&D and MG&A expenses for Q3 2025 were $4.4 billion, down 20% from Q3 2024, and $14.0 billion for YTD 2025, down 17% from YTD 2024. These expenses represent 31.9% of revenue for Q3 2025 and 40.9% of revenue for Q3 2024, and 35.7% of revenue for YTD 2025 and 43.6% of revenue for YTD 2024. In support of our strategy, described in our 2024 Form 10-K, we continue to make investments to advance our process technology roadmap. As a result of our 2025 Restructuring Plan, 2024 Restructuring Plan, and related cost-reduction measures, we expect a decrease in total R&D and MG&A expenses in 2025 relative to recent historical periods as we focus investments in R&D and create capacity for sustained investment in technology and manufacturing. Research and Development $B Marketing, General, and Administrative $B (Percentages in chart indicate operating expenses as a percentage of total revenue) Research and Development Q3 2025 vs. Q3 2024 and YTD 2025 vs. YTD 2024 Q3 2025 R&D decreased by $818 million, or 20%, and YTD 2025 R&D decreased by $2.1 billion, or 17%, from Q3 2024 and YTD 2024, respectively, primarily driven by lower payroll-related expenditures resulting from headcount reductions taken under the 2025 and 2024 Restructuring Plans, the effects of various other cost-reduction measures, and lower shared-based compensation. These benefits to operating expense were partially offset by higher Q3 2025 and YTD 2025 incentive-based cash compensation. Marketing, General, and Administrative Q3 2025 vs. Q3 2024 and YTD 2025 vs. YTD 2024 Q3 2025 MG&A decreased by $254 million, or 18%, and YTD 2025 MG&A decreased by $818 million, or 19%, from Q3 2024 and YTD 2024, respectively, primarily driven by lower payroll related expenditures as a result of headcount reductions taken under the 2025 and 2024 Restructuring Plans, the effects of various other cost-reduction measures, and lower share-based compensation. These benefits to operating expense were partially offset by higher Q3 2025 and YTD 2025 incentive-based cash compensation. MD&A 39 Table of Contents Restructuring and Other Charges Three Months Ended Nine Months Ended (In Millions) Sep 27, 2025 Sep 28, 2024 Sep 27, 2025 Sep 28, 2024 Employee severance and benefit arrangements $ 146 $ 2,193 $ 1,754 $ 2,487 Litigation charges and other 33 36 52 814 Asset impairment charges (4) 3,393 415 3,612 Total restructuring and other charges $ 175 $ 5,622 $ 2,221 $ 6,913 In Q2 2025, we announced and commenced the 2025 Restructuring Plan, which is expected to streamline our organizational structure, enabling us to focus on our core businesses and result in lower overall operating expenses (see "Note 6: Restructuring and Other Charges" within Notes to Consolidated Condensed Financial Statements). We expect a substantial majority of the actions pursuant to the 2025 Restructuring Plan to be complete by Q4 2025, which is subject to change. Any changes to the estimates or timing will be reflected in our results of operations. The 2024 Restructuring Plan, which we initiated in Q3 2024, was substantially complete in Q2 2025. Employee severance and benefit arrangements in Q3 2025 includes charges of $146 million primarily relating to the 2025 Restructuring Plan. In YTD 2025, we incurred charges of $1.8 billion primarily relating to the 2025 Restructuring Plan. Charges of $2.2 billion in Q3 2024 and $2.5 billion in YTD 2024 were primarily related to the 2024 Restructuring Plan. Litigation charges and other includes a charge of $780 million in YTD 2024 arising out of the R2 litigation. Refer to "Note 19: Commitments and Contingencies" within Notes to Consolidated Financial Statements as included in our 2024 Form 10-K for further information. Asset impairment charges in YTD 2025 primarily includes $416 million of Q2 2025 non-cash charges associated with the 2025 Restructuring Plan resulting from the exit of certain non-core lines of business and the consolidation and exit of certain real estate properties. Charges in Q3 2024 and YTD 2024 included cash and non-cash charges associated with the 2024 Restructuring Plan, including $442 million of non-cash impairments of construction in progress assets associated with our decision to exit and outsource manufacturing capabilities for certain internal test hardware; and $86 million of non-cash impairments of operating leased assets and related leasehold improvements resulting from real estate consolidations and exits. In addition, we incurred non-cash impairments related to goodwill and acquired intangible assets of $2.9 billion and $3.1 billion in Q3 2024 and YTD 2024, respectively. Refer to "Note 6: Restructuring and Other Charges" within Notes to Consolidated Condensed Financial Statements for further information. MD&A 40 Table of Contents Gains (Losses) on Equity Investments and Interest and Other, Net Three Months Ended Nine Months Ended (In Millions) Sep 27, 2025 Sep 28, 2024 Sep 27, 2025 Sep 28, 2024 Unrealized gains (losses) on marketable equity investments $ 116 $ (198) $ (234) $ (168) Unrealized gains (losses) on non-marketable equity investments 1 17 — 490 48 Impairment charges on non-marketable equity investments (76) (110) (232) (269) Unrealized gains (losses) on equity investments, net 57 (308) 24 (389) Realized gains (losses) on sales of equity investments, net 164 149 587 315 Gains (losses) on equity investments, net $ 221 $ (159) $ 611 $ (74) Interest and other, net $ 3,670 $ 130 $ 3,402 $ 355 1 Unrealized gains (losses) on non-marketable investments includes observable price adjustments and our share of equity method investee gains (losses) and certain distributions. In Q3 2025, gains (losses) on equity investments, net were primarily driven by realized gains on opportunistic sales of marketable equity securities that had appreciated in value, along with unrealized gains on marketable equity securities, reflecting favorable market conditions and portfolio performance during the quarter. In YTD 2025, gains (losses) on equity investments, net were driven by $486 million in upward observable price adjustments, of which $396 million related to a single investee, and realized gains on sales of equity investments , partially offset by unrealized gains (losses) on marketable equity investments and impairment charges on non-marketable equity investments . In Q3 2024, gains (losses) on equity investments, net were primarily driven by unrealized losses on our marketable equity investment in Astera Labs, Inc . In YTD 2024, gains (losses) on equity investments, net were primarily driven by impairment charges on non-marketable equity investments and unrealized mark-to-market losses on marketable equity investments, partially offset by realized gains on sales of equity investments, net and a $336 million initial fair value adjustment upon Astera Labs, Inc. shares becoming marketable within unrealized gains (losses) on marketable equity investments. In Q3 2025 and YTD 2025, we recognized a gain in interest and other, net primarily related to the sale of 51% of Altera, which resulted in a $5.5 billion pre-tax gain . This favorable impact to Interest and other, net in Q3 2025 and YTD 2025 was partially offset by a $1.7 billion net loss from the changes in fair value of Escrowed Shares. In addition, in YTD 2025 we incurred $191 million in charges related to the sale of our NAND memory business ( $97 million in Q3 2025 ) and a decrease in interest income. Refer to " Note 4: Earnings (Loss) Per Share and Stockholders' Equity " and " Note 9: Divestitures " within Notes to Consolidated Condensed Financial Statements for additional information. MD&A 41 Table of Contents Provision for (Benefit from) Taxes Three Months Ended Nine Months Ended ($ In Millions) Sep 27, 2025 Sep 28, 2024 Sep 27, 2025 Sep 28, 2024 Income (loss) before taxes $ 4,574 $ (9,086) $ 1,219 $ (11,809) Provision for (benefit from) taxes $ 304 $ 7,903 $ 860 $ 7,271 Effective tax rate 6.6 % (87.0) % 70.5 % (61.6) % In Q3 2025 and YTD 2025 , our provision for income taxes was determined using our estimated annual effective tax rate, applied to our year-to-date ordinary income (loss) before taxes, adjusted for discrete items. We were not able to benefit from our Q3 2025 and YTD 2025 domestic losses before taxes due to the domestic valuation allowance first established in Q3 2024 . Our provision for taxes decreased in Q3 2025 and YTD 2025 substantially due to the valuation allowance recorded in Q3 2024 as further discussed below. In Q3 2024 and YTD 2024 , due to our inability to reliably forecast our annual income, our provision for income taxes was determined using a three and nine month actual annual effective tax rate, respectively, adjusted for discrete items. In addition, during Q3 2024 we established a valuation allowance of $9.9 billion as a discrete non-cash tax expense against our U.S. deferred tax assets. We assess the recoverability of our deferred tax assets quarterly, weighing available positive and negative evidence. As a result of our assessment in Q3 2024 , we determined it was not more likely than not that the deferred tax assets will not be recoverable based upon our three-year cumulative historical loss position as of September 28, 2024 , largely resulting from the asset impairment and restructuring and other charges incurred during the quarter. On July 4, 2025, the One Big Beautiful Bill Act (the Act) was signed into law. The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, increases the AMIC credit rate to 35 percent from 25 percent for qualifying assets, and makes modifications to the international tax framework. The Act includes multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027 . We continue to evaluate the impact of the Act's provisions that take effect in future years. Liquidity and Capital Resources We consider the following when assessing our liquidity and capital resources: (In Millions) Sep 27, 2025 Dec 28, 2024 Cash and cash equivalents $ 11,141 $ 8,249 Short-term investments 19,794 13,813 Total cash and short-term investments $ 30,935 $ 22,062 Total debt $ 46,553 $ 50,011 We believe we have sufficient sources of funding to meet our business requirements for the next 12 months and in the longer term. Cash generated by operations, and total cash and short-term investments as shown in the preceding table, are our primary sources of liquidity for funding our strategic business requirements. These sources are further supplemented by our undrawn committed credit facilities and other borrowing capacity, recent equity securities agreements and issuances, and our monetization of non-core assets. Our short-term funding requirements include capital expenditures for worldwide manufacturing and assembly and test, including investments in our process technology roadmap; investments in our product roadmap; working capital requirements including cash outlays associated with the 2025 Restructuring Plan; partner distributions to our non-controlling interest holders; reducing outstanding indebtedness; and strategic investments. Our long-term funding requirements incrementally contemplate investments in manufacturing expansion plans and investments to advance our process technology. These plans include expanding existing operations in Arizona, New Mexico, and Oregon, investing in a new leading-edge manufacturing facility in Ohio, and may also include longer-term projects. As described in the introduction of this MD&A section, in Q3 2025 we entered into and/or concluded upon certain investing and financing transactions including the Altera divestiture and retained equity investment; an amendment to our CHIPs Act commercial agreement, which accelerated $5.7 billion of funding to us; and private placement share sales agreements. In Q3 2025, we received net proceeds of $922 million from the net sale of 57.5 million of our Mobileye Class A shares. See "Note 3: Non-Controlling Interests" within Notes to Consolidated Condensed Financial Statements. In Q1 2025, we closed the second phase of our NAND memory business divestiture and received $1.9 billion of cash proceeds, net of certain adjustments. See "Note 9: Divestitures" within Notes to Consolidated Condensed Financial Statements for further information. MD&A 42 Table of Contents Our total cash and short-term investments and related cash flows may be affected by certain discretionary actions we may take with customers and suppliers to accelerate or delay certain cash receipts or payments to manage liquidity, among other factors, for our strategic business requirements. These actions can include, among others, negotiating with suppliers to optimize our payment terms and conditions, adjusting the amounts and timing of cash flows associated with customer sales programs and collections, managing inventory levels and purchasing practices, and selling certain of our accounts receivables on a non-recourse basis to third-party financial institutions. While such actions have benefited, and may further benefit, cash flow in the near term, we may experience a corresponding detriment to cash flow in future periods as these actions cease or as the impacts of these actions reverse or normalize. In Q1 2025, we settled $1.5 billion of our senior notes due March 2025 and in Q3 2025, we settled $2.3 billion of our senior notes due July 2025. In Q1 2025, we amended our 364-day $8.0 billion credit facility agreement to $5.0 billion and the maturity date was extended by one year to January 2026. Additionally, we have access to our $7.0 billion revolving credit facility, which remains available until February 2029. We have other potential sources of liquidity including our commercial paper program and our automatic shelf registration statement on file with the SEC, pursuant to which we may offer an unspecified amount of debt, equity, and other securities. Under our commercial paper program, we have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion. As of September 27, 2025, we had no commercial paper obligations outstanding and no outstanding borrowings on the revolving credit facilities. See "Note 10: Borrowings" within Notes to Consolidated Condensed Financial Statements for further information. As part of our ongoing capital management strategy to optimize our debt portfolio and reduce interest expense, we may utilize make-whole provisions, tender offers or open market repurchases to repurchase our debt prior to maturity. In YTD 2025 and YTD 2024, we did not extinguish any debt prior to maturity. In August 2025, a major credit rating agency downgraded our corporate credit rating from BBB+ to BBB, citing execution risks tied to our technology roadmap and foundry strategy, delayed deleveraging, and weaker than expected demand for our offerings. The downgrade may affect our future borrowing costs and access to capital markets. We maintain a diverse investment portfolio that we continually analyze based on issuer, industry, and country. Substantially all of our investments in debt instruments were in investment-grade securities. Cash flows from operating, investing, and financing activities were as follows: Nine Months Ended (In Millions) Sep 27, 2025 Sep 28, 2024 Net cash provided by (used for) operating activities $ 5,409 $ 5,123 Net cash provided by (used for) investing activities (8,255) (14,492) Net cash provided by (used for) financing activities 5,738 11,075 Net increase (decrease) in cash and cash equivalents $ 2,892 $ 1,706 Operating Activities Operating cash flows consist of net income (loss) adjusted for certain non-cash items and changes in certain assets and liabilities. Cash provided by operations in the first nine months of 2025 was higher compared to the first nine months of 2024 primarily due to having net income in the first nine months of 2025 compared to the net loss in the first nine months of 2024. This was partially offset by lower favorable operating cash flow adjustments for non-cash items and certain cash unfavorable changes in working capital, both of which occurred in the first nine months of 2025 compared to the first nine months of 2024. Investing Activities Investing cash flows consist primarily of capital expenditures; investment purchases, sales, maturities, and disposals; proceeds from divestitures; and proceeds from capital-related government incentives. Cash used for investing activities in the first nine months of 2025 was lower compared to the first nine months of 2024 primarily due to lower capital expenditures, proceeds from the divestitures of our Altera and NAND memory businesses, and other cash-favorable investing activity in each case during the first nine months of 2025 compared to the first nine months of 2024. These cash-favorable movements were partially offset by the cash-unfavorable effects of lower maturities and sales of short-term investments, net of purchases, in the first nine months of 2025 compared to the first nine months of 2024. Financing Activities Financing cash flows consist primarily of proceeds from strategic initiatives including partner contributions, equity-related issuances, issuance and repayment of short-term and long-term debt, and financing for capital expenditures with extended payment terms. Cash provided by financing activities in the first nine months of 2025 was lower compared to the first nine months of 2024 primarily due to lower partner contributions, higher debt repayments and no debt issuances, and higher capital expenditures with extended payment terms in the first nine months of 2025. These unfavorable cash movements were partially offset by the cash-favorable impacts of accelerated funds received from the U.S. government that we attributed for accounting purposes to common stock, warrants and Escrowed Shares issued, proceeds received from a private sale of our common stock to Softbank Group, the absence of dividend payments, and proceeds from the sale of Mobileye shares, in each case during the first nine months of 2025 compared to the first nine months of 2024. MD&A 43 Table of Contents Risk Factors and Other Key Information Risk Factors The risks described in "Risk Factors" within Risk Factors and Other Key Information in our 2024 Form 10-K, our Q1 2025 Form 10-Q and our Q2 2025 Form 10-Q could materially and adversely affect our business, financial condition, and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face—our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. In addition to the other information set forth in this Form 10-Q, including in the Forward-Looking Statements, MD&A, and the Consolidated Condensed Financial Statements and Supplemental Details sections, we have provided additional risk factors below. There is limited precedent for the accounting treatment for our transactions with the U.S. government and we have been unable to conclude our consultation with the staff of the SEC; if the staff of the SEC were to have a different view of the appropriate accounting treatment, we may materially revise our third quarter financial results, including the recognition of additional costs or losses, and our results for future periods may also be materially and adversely impacted. Our transactions with the U.S. government during the third quarter of 2025, including the equity issuances and the amendment to our commercial CHIPs Act agreement, are complex. R efer to " Note 4: Earnings (Loss) Per Share and Stockholders' Equity " within Notes to Consolidated Condensed Financial Statements for additional information. There is limited precedent for the accounting treatment of such transactions. While we believe we have selected the appropriate accounting approach for these transactions in our Consolidated Condensed Financial Statements in this Form 10-Q, there are other potential approaches that, if applied, would result in materially different financial results for our third quarter of 2025 and could also materially and adversely impact our results for future periods. Given the complexity associated with these transactions, we recently initiated a consultation with the staff of the SEC to seek confirmation that they do not disagree with our accounting treatment. Due to the current U.S. government shutdown, we have been unable to conclude our consultation with the staff of the SEC. If the staff of the SEC were to have a different view of the appropriate accounting treatment of these transactions, we may materially revise our third quarter 2025 financial results, including the recognition of additional costs or losses, and our results for future periods may also be materially and adversely impacted. The U.S. government’s acquisition and ownership of significant equity interests in the company may subject us and our stockholders to a number of risks and uncertainties, any of which could have a material adverse effect on our business, financial condition and results of operations or adversely impact the interests of our other stockholders. ■ The accelerated CHIPs Act funds we received from the U.S. government connected to the issuance of our equity securities to the U.S. government may be subject to risks from changes in laws, regulations, or their interpretations, as well as shifts in federal administration and congressional priorities . The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions pursuant to which the U.S. government acquired our equity securities were unauthorized, void or voidable. In addition, the terms of our agreement with the U.S. Department of Commerce for the acquisition of our securities and the amendment of our commercial CHIPs Act agreement are subject to unilateral amendment by the U.S. Department of Commerce to comply with future changes in federal law. Further, while the U.S. Department of Commerce is contractually bound under our agreements with them, no other agency or branch of the U.S. government has made commitments to support, refrain from challenging or otherwise impeding the transaction. Legal challenges, administrative rulings, litigation by other parts of the U.S. government or third parties, or geopolitical developments could materially impair funding, alter obligations under the commercial CHIPs Act agreement or our Secure Enclave agreement, or otherwise adversely affect the transactions and the benefits that we expect to receive under such agreements. In addition, enforcement against a government counterparty is inherently uncertain given the defenses available to the U.S. government. ■ The transactions eliminate our contractual rights to receive future funds under the commercial CHIPs Act agreement in the form of a grant and may limit our ability to secure grants from government entities in the future. By eliminating future grant funding under the commercial CHIPs Act agreement, the transactions make it such that our business will no longer benefit from the reduced future operating costs made possible by such grant funding. In addition, our business is highly capital intensive and we have a number of other current grant arrangements with government entities, and may seek to pursue such arrangements in the future. It is uncertain whether the transactions may cause other government entities to seek to convert their existing grant arrangements with us into equity or be unwilling to support us with future grants, either of which could limit our access to capital, increase our cost of capital, or increase our future operating costs. ■ The transactions are dilutive to existing stockholders. The issuance of shares of common stock to the U.S. government is dilutive to existing stockholders, and stockholders may suffer significant additional dilution if the conditions to the warrants received by the U.S. government are triggered and the warrants are exercised. ■ The U.S. government’s equity position in our common stock reduces the voting and other governance rights of our other stockholders and may limit potential future transactions that may be beneficial to our stockholders. As a result of the transactions, the U.S. government is one of our largest stockholders (5.8% as of September 27, 2025) and may acquire additional shares of our common stock as shares are released from escrow to the U.S. government as we perform under and receive disbursements for Secure Enclave (up to an additional 3.2%) or if the conditions to the warrants are triggered (we no Other Key Information 44 Table of Contents longer control 51% of our foundry business within the next five years) and the warrants are exercised (up to an additional 4.8%). The U.S. government’s interests may not be the same as those of other stockholders. The U.S. government has agreed to vote its shares of common stock as recommended by our board of directors, subject to applicable law and exceptions to protect the U.S. government’s interests. This reduces the voting influence of other stockholders with respect to the selection of our directors and proposals voted on by stockholders. The existence of the significant U.S. government equity interest in us, the voting of the U.S. government's shares either as directed by our board of directors or the U.S. government, and the U.S. government’s substantial additional powers with respect to the laws and regulations impacting our business, may substantially limit our ability to pursue potential future strategic transactions that may be beneficial to stockholders, including by potentially limiting the willingness of other third parties to engage in such potential strategic transactions with us. ■ Our non-U.S. business may be adversely impacted by the U.S. government being a significant stockholder. Sales outside the U.S. accounted for 76% of our revenue for the fiscal year ended December 28, 2024. Having the U.S. government as a significant stockholder could subject us to additional regulations, obligations or restrictions, such as foreign subsidy laws or otherwise, in other countries. ■ We may experience other adverse consequences resulting from the announcement or completion of the transactions . There is limited precedent for a U.S. company such as us having the U.S. government take a position as a significant stockholder. As such, it is difficult to foresee all the potential consequences. Among other things, there could be adverse reactions, immediately or over time, from investors, employees, customers, suppliers, other business or commercial partners, foreign governments or competitors. There may also be litigation related to the transaction or otherwise and increased public or political scrutiny with respect to us. Any of the foregoing could have a material adverse effect on our revenue, operations, financial position, cash flows, access to financing, cost structure, competitiveness, reputation, profitability, and prospects and could exacerbate other risks discussed in our 2024 Form 10-K, Q1 2025 Form 10-Q and Q2 2025 Form 10-Q. Quantitative and Qualitative Disclosures About Market Risk We are affected by changes in currency exchange and interest rates, as well as equity and commodity prices. Our risk management programs are designed to reduce, but may not entirely eliminate, the impacts of these risks. We performed an evaluation of these risks to our financial positions as of December 28, 2024, and updated that analysis as of September 27, 2025, to determine whether material changes in market risks pertaining to currency and interest rates or equity and commodity prices have occurred as a result of the changes in international trade policies, including tariffs and export controls. No material revisions were noted since disclosing "Quantitative and Qualitative Disclosures About Market Risk" within MD&A, in our 2024 Form 10-K. Risks related to changes in international trade policies, including tariffs and export controls, particularly those involving the United States and China are described under "Risk Factors" within Risk Factors and Other Key Information in our 2024 Form 10-K and in our Q1 2025 Form 10-Q. Controls and Procedures Inherent Limitations on Effectiveness of Controls Our management, including the 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 Securities Exchange Act of 1934, as amended (the Exchange Act)), were 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 September 27, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Other Key Information 45 Table of Contents Issuer Purchases of Equity Securities We have an ongoing authorization, originally approved by our Board of Directors in 2005 and subsequently amended, to repurchase shares of our common stock in open market or negotiated transactions. No shares were repurchased during the quarter ending September 27, 2025. As of September 27, 2025, we were authorized to repurchase up to $110.0 billion, of which $7.2 billion remained available. We issue RSUs as part of our equity incentive plans. In our Consolidated Condensed Financial Statements, we treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase program. Rule 10b5-1 Trading Arrangements Our directors and officers (as defined in Rule 16a-1 under the Exchange Act) may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 27, 2025, no such plans or arrangements were adopted or terminated , including by modification. Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 Section 13(r) of the Exchange Act requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions, or dealings with individuals or entities subject to specific U.S. economic sanctions during the reporting period, even when the activities, transactions, or dealings are conducted in compliance with applicable law. On March 2, 2021, the U.S. Secretary of State designated the Federal Security Service of the Russian Federation (FSB) as a party subject to one such sanction. Though Intel has suspended sales in Russia, there may be a need to file documents or engage with FSB as Intel winds up our local Russian offices. All such dealings are explicitly authorized by General License 1B issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), and there are no gross revenues or net profits directly associated with any such dealings by us with the FSB. On April 15, 2021, the U.S. Department of the Treasury designated Pozitiv Teknolodzhiz, AO (Positive Technologies), a Russian IT security firm, as a party subject to one of the sanctions specified in Section 13(r). Prior to the designation, we communicated with Positive Technologies regarding its IT security research and coordinated disclosure of security vulnerabilities identified by the firm. Based on a license issued by OFAC, we resumed such communications. There are no gross revenues or net profits directly associated with any such activities. We plan to continue these communications in accordance with the terms and conditions of the OFAC license. Other Key Information 46 Table of Contents Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form File Number Exhibit Filing Date Filed or Furnished Herewith 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 Form of Warrant 8-K 000-06217 4.1 8/25/2025 10.1 Amendment No. 1 to Transaction Agreement, dated August 11, by and among Intel Corporation, Intel Americas, Inc., Altera Corporation, and SLP VII Gryphon Aggregator, L.P. 8-K 000-06217 10.1 8/14/2025 10.2 Warrant and Common Stock Agreement, dated August 22, 2025 by and between Intel Corporation and the United States Department of Commerce 8-K 000-06217 10.1 8/25/2025 10.3 Implementing Amendment to Direct Funding Agreement, dated August 27, 2025, by and between Intel Corporation and the United States Department of Commerce. 8-K 000-06217 10.1 8/29/2025 10.4 A mended and Restate d Transaction Agreement , dated September 12, 2025, by and among Intel Corporation, Intel Americas, Inc., Altera Corporation, and SLP VII Gryphon Aggregator, L.P. X 10.5 † Intel 401 ( k ) Savings Plan, as amended and restated effective S eptember 30, 2025 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 101 Inline XBRL Document Set for the consolidated condensed financial statements and accompanying notes in Consolidated Condensed 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. Other Key Information 47 Table of Contents Form 10-Q Cross-Reference Index Item Number Item Part I - Financial Information Item 1. Financial Statements Pages 3 - 27 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and capital resources Pages 42 - 43 Results of operations Pages 29 - 42 Critical accounting estimates Page 29 Item 3. Quantitative and Qualitative Disclosures About Market Risk Page 45 Item 4. Controls and Procedures Page 45 Part II - Other Information Item 1. Legal Proceedings Pages 25 - 27 Item 1A. Risk Factors Page 44 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Page 46 Item 3. Defaults Upon Senior Securities Not applicable Item 4. Mine Safety Disclosures Not applicable Item 5. Other Information Rule 10b5-1 Trading Arrangements Page 46 Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934 Page 46 Item 6. Exhibits Page 47 Signatures Page 49 Other Key Information 48 Table of Contents 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 thereunto duly authorized. INTEL CORPORATION (Registrant) Date: November 6, 2025 By: /s/ DAVID ZINSNER David Zinsner Executive Vice President, Chief Financial Officer, and Principal Financial Officer Date: November 6, 2025 By: /s/ SCOTT GAWEL Scott Gawel Corporate Vice President, Chief Accounting Officer, and Principal Accounting Officer 49