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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016.
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
.
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Delaware
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94-1672743
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State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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2200 Mission College Boulevard, Santa Clara, California
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95054-1549
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common stock, $0.001 par value
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The NASDAQ Global Select Market*
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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ITEM 1.
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BUSINESS
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•
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The Cloud and Data Center.
We believe that the most important trend shaping the future of the smart and connected world is the cloud. We design and optimize our products to deliver industry leading performance and best in class total cost of ownership for cloud workloads. Intel is adding new products and features to our portfolio to address emerging, high growth workloads such as artificial intelligence, media, and 5G.
|
•
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Things and Devices.
Things and devices encompass all smart devices, including PCs, sensors, consoles, and other edge devices that are connected to the cloud. When a "thing" is connected to the cloud, the data it captures can be measured in real time and accessed virtually from anywhere. We will continue to deliver leadership, performance, and innovation in PCs. In our Internet of Things business, we focus our investments on areas where we see growth potential, such as the autonomous vehicle, industrial, and retail market segments.
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•
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Memory and Programmable Solutions.
Advancements in memory technology and programmable solutions, such as FPGAs, make possible entirely new classes of products for the data center and Internet of Things. The need for faster storage and greater memory capacity unlocks value in the cloud as the demand to automate and analyze exponential quantities of data increases. FPGAs can efficiently manage the changing workload demands of next-generation data centers and offer the flexibility for users to change their workloads real-time. FPGAs are also used in a wide range of other applications, such as machine learning and Advanced Driver Assistance Systems.
|
•
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Connectivity.
As the connectivity technologies continue to evolve, more things and devices are able to connect with each other and the cloud. The ability to connect, and to derive actionable insights from massive amounts of data brings new experiences to our daily lives and transforms businesses.
|
•
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Moore's Law.
Our co-founder Gordon Moore predicted, in what is known as Moore's Law, that transistor density on integrated circuits would double about every two years. Intel’s advancement of Moore’s Law has driven significant computing power growth and increasingly better economics and pricing. We will continue to harness the value of Moore's Law by enabling new devices with higher functionality and complexity while controlling power, cost, and size.
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•
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Silicon and Manufacturing Technology Leadership.
We have long been the leader in silicon manufacturing process technology and we aim to continue our lead through investment and innovation in this critical area. Unlike many other semiconductor companies, we primarily manufacture our products in our own manufacturing facilities, which enables us to optimize performance, shorten our time-to-market, and scale new products more rapidly. We believe this competitive advantage will be extended in the future as the costs to build leading-edge fabrication facilities increase over time.
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•
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Architecture and Platforms.
We are able to share intellectual property across our platforms and operating segments, which reduces our costs and provides a higher return on capital in our growth market segments. The combination of our shared intellectual property portfolio and our interchangeable manufacturing assets allows us to seamlessly shift our production capabilities to respond to market demand. We continue to invest in improving Intel architecture and product platforms to deliver increased value to our customers and expand the capabilities of the architecture in adjacent market segments.
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•
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Software and Services.
We offer software and services that provide solutions through a combination of hardware and software for consumer and corporate environments and that assist software developers in creating software applications that take advantage of our platforms.
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•
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Customer Orientation.
We focus on providing compelling user experiences by developing our next generation of products based on customer needs and expectations. In turn, our products help enable the design and development of new user experiences, form factors, and usage models. We offer platforms that incorporate various components and capabilities designed and configured to work together to provide an optimized solution that customers can easily integrate into their products.
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•
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Acquisitions and Strategic Investments.
We invest in companies around the world that we believe will further our strategic objectives, stimulate growth in the digital economy, create new business opportunities for Intel, and generate financial returns. Our investments take different forms, including acquisition of companies to further advance our strategic objectives, which is exemplified by our acquisition of Altera Corporation (Altera) in Q1 2016. Through the Altera acquisition, we are able to combine programmable solutions with our leading-edge products and manufacturing process to enable new classes of products for the data center and Internet of Things market segments.
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•
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Corporate Responsibility.
Throughout our history, Intel has expanded the reach, influence, and power of computing to improve people’s everyday lives. We set ambitious goals and make strategic investments to drive improvements in environmental sustainability, supply chain responsibility, diversity and inclusion, and social impact that benefit the environment and society. We believe that our focus on corporate responsibility—built on a strong foundation of transparency, governance, and ethics—creates value for Intel and our stockholders by helping us mitigate risks, reduce costs, build brand value, and identify new market opportunities. To understand our performance and the progress we are making toward our corporate responsibility goals, refer to "Corporate Responsibility and Sustainability" below and our Corporate Responsibility Report on our website.
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Client Computing Group (CCG)
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Includes platforms designed for notebooks, 2 in 1 systems, desktops (including all-in-ones and high-end enthusiast PCs), tablets, phones, wireless and wired connectivity products, and mobile communication components.
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Data Center Group (DCG)
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Includes workload-optimized platforms and related products designed for enterprise, cloud, and communication infrastructure market segments.
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Internet of Things Group (IOTG)
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Includes platforms designed for Internet of Things market segments, including retail, transportation, industrial, video, buildings and smart cities, along with a broad range of other market segments.
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Non-Volatile Memory Solutions Group (NSG)
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Includes NAND flash memory products primarily used in solid-state drives.
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Intel Security Group (ISecG)
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Includes security software products designed to deliver innovative solutions that secure computers, mobile devices, and networks around the world.
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Programmable Solutions Group (PSG)
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Includes programmable semiconductors (primarily FPGAs) and related products for a broad range of market segments, including communications, data center, industrial, military, and automotive.
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All Other
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Includes results from our other non-reportable segment and corporate-related charges.
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•
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Well-positioned for growth in smart, connected world
.
We offer solutions across every segment of the smart, connected world—from the cloud, to the network, to devices—and believe that we are well-positioned for growth through our strategy of the Virtuous Cycle of Growth. The expansion and proliferation of the cloud and data center, Internet of Things, memory, and FPGAs—all of which are connected—help grow our business. As more devices connect to the cloud, we have increased opportunities for growth.
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•
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Transitions to next-generation technologies
.
We have a market lead in transitioning to the next-generation process technology and bringing products to market using such technology. Our products utilizing our 14-nanometer (nm) process technology are in the market and we are continuing to work on the development of our next-generation 10nm process technology. We believe that these advancements will offer significant improvements in one or more of the following areas: performance, new features, energy efficiency, and cost.
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•
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Combination of our network of manufacturing and assembly and test facilities with our global architecture design teams
.
We have made significant capital and research and development (R&D) investments into our integrated manufacturing network, which enables us to have more direct control over our design, development, and manufacturing processes; quality control; product cost; production timing; performance; power consumption; and manufacturing yield. The increased cost of constructing new fabrication facilities to support smaller transistor geometries and larger wafers has led to a reduced number of companies that can build and equip leading-edge manufacturing facilities. Most of our competitors rely on third-party foundries and subcontractors for manufacturing and assembly and test needs. We provide foundry services as an alternative to such foundries.
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•
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The development of multi-mode LTE* and 5G technology, which brings connectivity capability to smart and connected devices and will power the 5G network infrastructure;
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•
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Memory technology innovation with 3D XPoint™ and 3D NAND technologies, which enables higher density and high performance storage and system memory solutions;
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•
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Integration of FPGA technology, which enables new classes of products for the data center and Internet of Things market segments; and
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•
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Other initiatives, such as leading-edge foundry platforms, ecosystem partner development, graphics, and high-performance computing.
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Name
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Age
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Office(s)
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Andy D. Bryant
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66
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Chairman of the Board
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Brian M. Krzanich
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56
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Chief Executive Officer
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Diane M. Bryant
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54
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Executive Vice President; General Manager, Data Center Group
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Dr. Venkata S.M. (“Murthy”) Renduchintala
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51
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Executive Vice President; President, Client and Internet of Things Businesses and System Architecture Group
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Stacy J. Smith
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54
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Executive Vice President, Manufacturing, Operations and Sales
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Robert H. Swan
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56
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Executive Vice President, Chief Financial Officer
|
•
|
business conditions, including downturns in the computing industry, or in the global or regional economies;
|
•
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consumer confidence or income levels caused by changes in market conditions, including changes in government borrowing, taxation, or spending policies; the credit market; or expected inflation, employment, and energy or other commodity prices;
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•
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the level of our customers’ inventories;
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•
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competitive and pricing pressures, including actions taken by competitors;
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•
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customer product needs;
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•
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market acceptance and industry support of our new and maturing products; and
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•
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the technology supply chain, including supply constraints caused by natural disasters or other events.
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•
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global and local economic conditions;
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•
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geopolitical and security issues, such as armed conflict and civil or military unrest, crime, political instability, human rights concerns, and terrorist activity;
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•
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natural disasters, public health issues, and other catastrophic events;
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•
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inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or unreliable provision of services from utilities, transportation, data hosting, or telecommunications providers;
|
•
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government restrictions on, or nationalization of our operations in any country, or restrictions on our ability to repatriate earnings from a particular country;
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•
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differing employment practices and labor issues;
|
•
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formal or informal imposition of new or revised export and/or import and doing-business regulations, including trade sanctions and tariffs, which could be changed without notice;
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•
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ineffective legal protection of our IP rights in certain countries;
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•
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local business and cultural factors that differ from our normal standards and practices; and
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•
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increased uncertainty regarding social, political, immigration and trade policies in the U.S. and abroad, such as recent U.S. legislation and policies and the United Kingdom's referendum to withdraw from the European Union ("Brexit").
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•
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writing off some or all of the value of inventory;
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•
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recalling products that have been shipped;
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•
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providing product replacements or modifications;
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•
|
reimbursing customers for certain costs they incur;
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•
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defending against litigation and/or paying resulting damages; and
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•
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paying fines imposed by regulatory agencies.
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•
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regulatory penalties, fines, and legal liabilities;
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•
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suspension of production;
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•
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alteration of our manufacturing and assembly and test processes;
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•
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reputational challenges; and
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•
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restrictions on our operations or sales.
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•
|
pay monetary damages, including payments to satisfy indemnification obligations;
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•
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stop manufacturing, using, selling, offering to sell, or importing products or technology subject to claims;
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•
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develop other products or technology not subject to claims, which could be time-consuming or costly; and/or
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•
|
enter into settlement and license agreements, which agreements may not be available on commercially reasonable terms.
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•
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the transaction may not advance our business strategy;
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•
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we may be unable to identify opportunities on terms acceptable to us;
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•
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we may not realize a satisfactory return;
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•
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we may experience disruption of our ongoing operations;
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•
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we may be unable to retain key personnel;
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•
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we may experience difficulty in integrating new employees, business systems, and technology;
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•
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acquired businesses may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, and our due diligence process may not identify compliance issues or other liabilities;
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•
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we may have difficulty entering new market segments;
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•
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we may be unable to retain the customers and partners of acquired businesses; and/or
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•
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there may be unknown, underestimated, and/or undisclosed commitments or liabilities.
|
•
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failure to obtain regulatory or other approvals;
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•
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IP disputes or other litigation; or
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•
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difficulties obtaining financing for the transaction.
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•
|
changes in jurisdictions in which our profits are determined to be earned and taxed;
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•
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the resolution of issues arising from tax audits;
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•
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changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;
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•
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adjustments to income taxes upon finalization of tax returns;
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•
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increases in expenses not deductible for tax purposes, including impairments of goodwill;
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•
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changes in available tax credits;
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•
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changes in tax laws or their interpretation, including changes in the U.S. to the taxation of manufacturing enterprises and of non-U.S. income and expenses;
|
•
|
changes in U.S. generally accepted accounting principles; and
|
•
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our decision to repatriate non-U.S. earnings for which we have not previously provided for U.S. taxes.
|
•
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timing and execution of plans and programs that may be subject to local labor law requirements, including consultation with appropriate works councils;
|
•
|
assumptions related to severance, post-retirement, and relocation costs;
|
•
|
future acquisitions, dispositions, or investments;
|
•
|
new business initiatives and changes in product roadmap, development, and manufacturing; and/or
|
•
|
assumptions related to cost savings, product demand, and operating efficiencies.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
(Square Feet in Millions)
|
|
United
States
|
|
Other
Countries
|
|
Total
|
|||
Owned facilities
1
|
|
31.5
|
|
|
19.2
|
|
|
50.7
|
|
Leased facilities
2
|
|
2.5
|
|
|
7.1
|
|
|
9.6
|
|
Total facilities
|
|
34.0
|
|
|
26.3
|
|
|
60.3
|
|
1
|
Leases and municipal grants on portions of the land used for these facilities expire on varying dates through
2109
.
|
2
|
Leases expire on varying dates through
2058
and generally include renewals at our option.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Period
|
|
Total Number of
Shares Purchased
(In Millions)
|
|
Average Price
Paid Per Share
|
|
Dollar Value of
Shares That May
Yet Be Purchased
(In Millions)
|
|||||
December 27, 2015 – April 2, 2016
|
|
26.9
|
|
|
$
|
29.80
|
|
|
$
|
8,592
|
|
April 3, 2016 – July 2, 2016
|
|
25.9
|
|
|
$
|
30.76
|
|
|
$
|
7,793
|
|
July 3, 2016 – October 1, 2016
|
|
13.1
|
|
|
$
|
35.29
|
|
|
$
|
7,332
|
|
October 2, 2016 – December 31, 2016
|
|
15.0
|
|
|
$
|
35.50
|
|
|
$
|
6,800
|
|
Total
|
|
80.9
|
|
|
$
|
32.05
|
|
|
|
Period
|
|
Total Number of
Shares Purchased
(In Millions)
|
|
Average Price
Paid Per Share
|
|
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans
(In Millions)
|
|||||
October 2, 2016 - October 29, 2016
|
|
4.2
|
|
|
$
|
36.36
|
|
|
$
|
7,180
|
|
October 30, 2016 - November 26, 2016
|
|
5.7
|
|
|
$
|
34.73
|
|
|
$
|
6,982
|
|
November 27, 2016 – December 31, 2016
|
|
5.1
|
|
|
$
|
35.66
|
|
|
$
|
6,800
|
|
Total
|
|
15.0
|
|
|
$
|
35.50
|
|
|
|
Years Ended
|
|
Dec 31,
2011 |
|
Dec 29,
2012 |
|
Dec 28,
2013 |
|
Dec 27,
2014 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
||||||||||||
Intel Corporation
|
|
$
|
100
|
|
|
$
|
85
|
|
|
$
|
112
|
|
|
$
|
169
|
|
|
$
|
163
|
|
|
$
|
174
|
|
Dow Jones U.S. Technology Index
|
|
$
|
100
|
|
|
$
|
110
|
|
|
$
|
141
|
|
|
$
|
175
|
|
|
$
|
179
|
|
|
$
|
203
|
|
S&P 500 Index
|
|
$
|
100
|
|
|
$
|
114
|
|
|
$
|
153
|
|
|
$
|
177
|
|
|
$
|
178
|
|
|
$
|
198
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Years Ended
(Dollars in Millions, Except Per Share Amounts) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
Dec 28,
2013 |
|
Dec 29,
2012 |
||||||||||
Net revenue
|
|
$
|
59,387
|
|
|
$
|
55,355
|
|
|
$
|
55,870
|
|
|
$
|
52,708
|
|
|
$
|
53,341
|
|
Gross margin
|
|
$
|
36,191
|
|
|
$
|
34,679
|
|
|
$
|
35,609
|
|
|
$
|
31,521
|
|
|
$
|
33,151
|
|
Gross margin percentage
|
|
60.9
|
%
|
|
62.6
|
%
|
|
63.7
|
%
|
|
59.8
|
%
|
|
62.1
|
%
|
|||||
Research and development (R&D)
|
|
$
|
12,740
|
|
|
$
|
12,128
|
|
|
$
|
11,537
|
|
|
$
|
10,611
|
|
|
$
|
10,148
|
|
Marketing, general and administrative (MG&A)
|
|
$
|
8,397
|
|
|
$
|
7,930
|
|
|
$
|
8,136
|
|
|
$
|
8,088
|
|
|
$
|
8,057
|
|
R&D and MG&A as percentage of revenue
|
|
35.6
|
%
|
|
36.2
|
%
|
|
35.2
|
%
|
|
35.5
|
%
|
|
34.1
|
%
|
|||||
Operating income
|
|
$
|
12,874
|
|
|
$
|
14,002
|
|
|
$
|
15,347
|
|
|
$
|
12,291
|
|
|
$
|
14,638
|
|
Net income
|
|
$
|
10,316
|
|
|
$
|
11,420
|
|
|
$
|
11,704
|
|
|
$
|
9,620
|
|
|
$
|
11,005
|
|
Effective tax rate
|
|
20.3
|
%
|
|
19.6
|
%
|
|
25.9
|
%
|
|
23.7
|
%
|
|
26.0
|
%
|
|||||
Earnings per share of common stock
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.18
|
|
|
$
|
2.41
|
|
|
$
|
2.39
|
|
|
$
|
1.94
|
|
|
$
|
2.20
|
|
Diluted
|
|
$
|
2.12
|
|
|
$
|
2.33
|
|
|
$
|
2.31
|
|
|
$
|
1.89
|
|
|
$
|
2.13
|
|
Weighted average diluted shares of common stock outstanding
|
|
4,875
|
|
|
4,894
|
|
|
5,056
|
|
|
5,097
|
|
|
5,160
|
|
|||||
Dividends per share of common stock, declared and paid
|
|
$
|
1.04
|
|
|
$
|
0.96
|
|
|
$
|
0.90
|
|
|
$
|
0.90
|
|
|
$
|
0.87
|
|
Net cash provided by operating activities
|
|
$
|
21,808
|
|
|
$
|
19,017
|
|
|
$
|
20,418
|
|
|
$
|
20,776
|
|
|
$
|
18,884
|
|
Additions to property, plant and equipment
|
|
$
|
9,625
|
|
|
$
|
7,326
|
|
|
$
|
10,105
|
|
|
$
|
10,771
|
|
|
$
|
11,027
|
|
Repurchase of common stock
|
|
$
|
2,587
|
|
|
$
|
3,001
|
|
|
$
|
10,792
|
|
|
$
|
2,147
|
|
|
$
|
4,765
|
|
Payment of dividends to stockholders
|
|
$
|
4,925
|
|
|
$
|
4,556
|
|
|
$
|
4,409
|
|
|
$
|
4,479
|
|
|
$
|
4,350
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
Dec 28,
2013 |
|
Dec 29,
2012 |
||||||||||
Property, plant and equipment, net
|
|
$
|
36,171
|
|
|
$
|
31,858
|
|
|
$
|
33,238
|
|
|
$
|
31,428
|
|
|
$
|
27,983
|
|
Total assets
1
|
|
$
|
113,327
|
|
|
$
|
101,459
|
|
|
$
|
90,012
|
|
|
$
|
89,789
|
|
|
$
|
82,228
|
|
Debt
|
|
$
|
25,283
|
|
|
$
|
22,670
|
|
|
$
|
13,655
|
|
|
$
|
13,385
|
|
|
$
|
13,382
|
|
Stockholders’ equity
|
|
$
|
66,226
|
|
|
$
|
61,085
|
|
|
$
|
55,865
|
|
|
$
|
58,256
|
|
|
$
|
51,203
|
|
Employees (in thousands)
|
|
106.0
|
|
|
107.3
|
|
|
106.7
|
|
|
107.6
|
|
|
105.0
|
|
1
|
In Q1 2016, we elected to early adopt an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the consolidated balance sheet. The amended standard was adopted on a retrospective basis. As a result of the adoption, total assets in the preceding table have been restated for all years presented.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview
. Discussion of our business and overall analysis of financial and other highlights affecting the company in order to provide context for the remainder of MD&A.
|
•
|
Critical Accounting Estimates
. Accounting estimates that we believe are most important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
|
•
|
Results of Operations
. Analysis of our financial results comparing
2016
to
2015
and comparing
2015
to
2014
.
|
•
|
Liquidity and Capital Resources
. Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and potential sources of liquidity.
|
•
|
Contractual Obligations and Off-Balance-Sheet Arrangements
.
Overview of contractual obligations, contingent liabilities, commitments, and off-balance-sheet arrangements outstanding as of
December 31, 2016
, including expected payment schedule.
|
•
|
CCG revenue was
$32.9 billion
,
up
2%
, with platform volume
down
10%
and platform average selling prices
up
11%
. DCG revenue was
$17.2 billion
,
up
8%
, with platform volume
up
8%
and platform average selling prices
down
1%
.
|
•
|
Gross margin dollars were
$36.2 billion
,
up
$1.5 billion
from
2015
. Gross margin of
60.9%
was
down 1.7 points
from
2015
. The gross margin percentage point decrease was driven primarily by Altera and other amortization of acquisition-related charges, lower NSG gross margin, higher factory start-up costs (primarily on 10nm), higher product warranty and intellectual property charges, and CCG non-platform products. The decrease was partially offset by lower platform unit costs, platform volume, and higher platform average selling prices.
|
•
|
R&D and MG&A totaled
$21.1 billion
,
up 5%
from a year ago. R&D and MG&A were
35.6%
of revenue in 2016, down approximately 1 point from 2015.
|
•
|
Restructuring and other charges were
$1.9 billion
, primarily driven by our 2016 Restructuring Program.
|
•
|
Earnings per share of
$2.12
were
down
21 cents
, or
9%
from a year ago. This decrease was primarily driven by higher restructuring and other charges, higher spending, and higher amortization of acquisition-related intangibles. The decrease was partially offset by platform volume and higher platform average selling prices.
|
•
|
Record cash flow from operations in
2016
was approximately
$21.8 billion
. During
2016
, we acquired Altera and other smaller acquisitions for
$15.5 billion
. We purchased
$9.6 billion
in capital assets, paid
$4.9 billion
in dividends, and repurchased
$2.6 billion
in stock. We issued
$2.8 billion
of long-term debt and assumed
$1.5 billion
as part of the Altera acquisition.
|
•
|
the valuation of inventory, which impacts gross margin;
|
•
|
the determination of useful lives for our property, plant and equipment and the timing of when depreciation should begin, which impacts our gross margin, R&D expenses, and to a lesser extent MG&A expenses;
|
•
|
the determination of other-than-temporary impairments for non-marketable equity investments requires the use of estimates about their valuations, which impacts gains or losses on equity investments, net;
|
•
|
the valuation and the allocation of purchase price paid for assets acquired and liabilities assumed in connection with our acquisitions, which impacts our gross margin and operating expenses in periods subsequent to the acquisition;
|
•
|
the evaluation of recoverability of long-lived assets (property, plant and equipment; identified intangibles; and goodwill), which impacts gross margin or operating expenses when we record impairments or accelerate their depreciation or amortization;
|
•
|
the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions), which impact our provision for taxes as well as tax-related assets and liabilities; and
|
•
|
the recognition and measurement of loss contingencies, which impact gross margin or operating expenses when we recognize a loss contingency, revise the estimate for a loss contingency, or record an asset impairment.
|
Years Ended
(In Millions, Except Per Share Amounts) |
|
December 31, 2016
|
|
December 26, 2015
|
|
December 27, 2014
|
|||||||||||||||
|
Dollars
|
|
% of Net
Revenue
|
|
Dollars
|
|
% of Net
Revenue
|
|
Dollars
|
|
% of Net
Revenue
|
||||||||||
Net revenue
|
|
$
|
59,387
|
|
|
100.0
|
%
|
|
$
|
55,355
|
|
|
100.0
|
%
|
|
$
|
55,870
|
|
|
100.0
|
%
|
Cost of sales
|
|
23,196
|
|
|
39.1
|
%
|
|
20,676
|
|
|
37.4
|
%
|
|
20,261
|
|
|
36.3
|
%
|
|||
Gross margin
|
|
36,191
|
|
|
60.9
|
%
|
|
34,679
|
|
|
62.6
|
%
|
|
35,609
|
|
|
63.7
|
%
|
|||
Research and development
|
|
12,740
|
|
|
21.5
|
%
|
|
12,128
|
|
|
21.9
|
%
|
|
11,537
|
|
|
20.6
|
%
|
|||
Marketing, general and administrative
|
|
8,397
|
|
|
14.0
|
%
|
|
7,930
|
|
|
14.3
|
%
|
|
8,136
|
|
|
14.6
|
%
|
|||
Restructuring and other charges
|
|
1,886
|
|
|
3.2
|
%
|
|
354
|
|
|
0.6
|
%
|
|
295
|
|
|
0.5
|
%
|
|||
Amortization of acquisition-related intangibles
|
|
294
|
|
|
0.5
|
%
|
|
265
|
|
|
0.5
|
%
|
|
294
|
|
|
0.5
|
%
|
|||
Operating income
|
|
12,874
|
|
|
21.7
|
%
|
|
14,002
|
|
|
25.3
|
%
|
|
15,347
|
|
|
27.5
|
%
|
|||
Gains (losses) on equity investments, net
|
|
506
|
|
|
0.9
|
%
|
|
315
|
|
|
0.6
|
%
|
|
411
|
|
|
0.7
|
%
|
|||
Interest and other, net
|
|
(444
|
)
|
|
(0.8
|
)%
|
|
(105
|
)
|
|
(0.2
|
)%
|
|
43
|
|
|
0.1
|
%
|
|||
Income before taxes
|
|
12,936
|
|
|
21.8
|
%
|
|
14,212
|
|
|
25.7
|
%
|
|
15,801
|
|
|
28.3
|
%
|
|||
Provision for taxes
|
|
2,620
|
|
|
4.4
|
%
|
|
2,792
|
|
|
5.1
|
%
|
|
4,097
|
|
|
7.4
|
%
|
|||
Net income
|
|
$
|
10,316
|
|
|
17.4
|
%
|
|
$
|
11,420
|
|
|
20.6
|
%
|
|
$
|
11,704
|
|
|
20.9
|
%
|
Diluted earnings per share of common stock
|
|
$
|
2.12
|
|
|
|
|
$
|
2.33
|
|
|
|
|
$
|
2.31
|
|
|
|
(In Millions)
|
|
Gross Margin Reconciliation
|
||
$
|
36,191
|
|
|
2016 Gross Margin
|
1,830
|
|
|
Higher gross margin from platform revenue
|
|
1,150
|
|
|
PSG gross margin from acquisition of Altera
|
|
935
|
|
|
Lower platform unit cost
|
|
(1,045
|
)
|
|
Altera and other acquisition-related charges
|
|
(690
|
)
|
|
Lower NSG gross margin
|
|
(645
|
)
|
|
Higher factory start-up costs, primarily driven by the ramp of our 10nm process technology
|
|
(315
|
)
|
|
Period charges associated with product warranty and intellectual property agreements
|
|
292
|
|
|
Other
|
|
$
|
34,679
|
|
|
2015 Gross Margin
|
(1,965
|
)
|
|
Higher platform unit cost, primarily driven by the ramp of our 14nm process technology
|
|
400
|
|
|
Lower factory start-up costs, primarily driven by the ramp of our 14nm process technology
|
|
205
|
|
|
Lower production costs primarily on our 14nm products, which were treated as period charges in 2014, partially offset by higher pre-qualification product costs on 14nm products
|
|
430
|
|
|
Other
|
|
$
|
35,609
|
|
|
2014 Gross Margin
|
|
|
|
|
|
|
|
|
2016 compared to 2015
|
|
2015 compared to 2014
|
||||||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
%
Change |
|
%
Change |
||||||||
Platform revenue
|
|
$
|
30,751
|
|
|
$
|
30,680
|
|
|
$
|
33,235
|
|
|
—
|
%
|
|
(8
|
)%
|
Other revenue
|
|
2,157
|
|
|
1,539
|
|
|
1,637
|
|
|
40
|
%
|
|
(6
|
)%
|
|||
Net revenue
|
|
$
|
32,908
|
|
|
$
|
32,219
|
|
|
$
|
34,872
|
|
|
2
|
%
|
|
(8
|
)%
|
Operating income
|
|
$
|
10,646
|
|
|
$
|
8,166
|
|
|
$
|
10,327
|
|
|
30
|
%
|
|
(21
|
)%
|
CCG platform unit sales
|
|
|
|
|
|
|
|
(10
|
)%
|
|
(11
|
)%
|
||||||
CCG platform average selling prices
|
|
|
|
|
|
|
|
|
|
|
11
|
%
|
|
4
|
%
|
(In Millions)
|
|
Revenue Reconciliation
|
||
$
|
32,908
|
|
|
2016 CCG Revenue
|
618
|
|
|
Higher CCG non-platform revenue
|
|
389
|
|
|
Higher notebook platform average selling prices, up 2%
|
|
279
|
|
|
Higher desktop platform average selling prices, up 2%
|
|
222
|
|
|
Higher mobile platform revenue, primarily from reduction of cash consideration to our customers
|
|
(663
|
)
|
|
Lower desktop platform unit sales, down 6%
|
|
(156
|
)
|
|
Other
|
|
$
|
32,219
|
|
|
2015 CCG Revenue
|
(2,304
|
)
|
|
Lower desktop platform unit sales, down 16%
|
|
(1,695
|
)
|
|
Lower notebook platform unit sales, down 9%
|
|
760
|
|
|
Higher desktop platform average selling prices, up 6%
|
|
300
|
|
|
Higher notebook platform average selling prices, up 2%
|
|
272
|
|
|
Higher tablet platform average selling prices
|
|
14
|
|
|
Other
|
|
$
|
34,872
|
|
|
2014 CCG Revenue
|
(In Millions)
|
|
Operating Income Reconciliation
|
||
$
|
10,646
|
|
|
2016 CCG Operating Income
|
1,250
|
|
|
Lower CCG platform unit cost
|
|
905
|
|
|
Lower CCG operating expense
|
|
625
|
|
|
Higher gross margin from CCG platform revenue
1
|
|
(645
|
)
|
|
Higher factory start-up costs, primarily driven by the ramp of our 10nm process technology
|
|
345
|
|
|
Other
|
|
$
|
8,166
|
|
|
2015 CCG Operating Income
|
(2,060
|
)
|
|
Higher CCG platform unit costs
|
|
(1,565
|
)
|
|
Lower gross margin from CCG platform revenue
2
|
|
435
|
|
|
Lower factory start-up costs, primarily driven by the ramp of our 14nm process technology
|
|
430
|
|
|
Lower production costs primarily on our 14nm products, treated as period charges in 2014
|
|
375
|
|
|
Lower operating expense
|
|
224
|
|
|
Other
|
|
$
|
10,327
|
|
|
2014 CCG Operating Income
|
1
|
Higher gross margin from higher CCG platform revenue was driven by higher average selling prices on notebook and desktop platforms, offset by lower desktop and notebook platform unit sales.
|
2
|
Lower gross margin from lower CCG platform revenue was driven by lower desktop and notebook platform unit sales, partially offset by higher average selling prices on desktop, notebook, and tablet platforms.
|
•
|
Intel
®
Xeon
®
processor E5 v4 family, the foundation for high performing clouds and delivers energy-efficient performance for server, network, and storage workloads.
|
•
|
Intel Xeon processor E7 v4 family, targeted at platforms requiring four or more CPUs; this processor family delivers high performance and is optimized for real-time analytics and in-memory computing, along with industry-leading reliability, availability, and serviceability.
|
•
|
Intel
®
Xeon Phi™ product family, formerly code-named Knights Landing, with up to 72 high-performance Intel processor cores, integrated memory and fabric, and a common software programming model with Intel Xeon processors. The Intel Xeon Phi product family is designed for highly parallel compute and memory bandwidth-intensive workloads. Intel Xeon Phi processors are positioned to increase the performance of supercomputers, enabling trillions of calculations per second, and to address emerging data analytics and artificial intelligence solutions.
|
|
|
|
|
|
|
|
|
2016 compared to 2015
|
|
2015 compared to 2014
|
|||||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
% Change
|
|
% Change
|
|||||||
Platform revenue
|
|
$
|
15,895
|
|
|
$
|
14,856
|
|
|
13,341
|
|
|
7
|
%
|
|
11
|
%
|
Other revenue
|
|
1,341
|
|
|
1,125
|
|
|
1,055
|
|
|
19
|
%
|
|
7
|
%
|
||
Net revenue
|
|
$
|
17,236
|
|
|
$
|
15,981
|
|
|
14,396
|
|
|
8
|
%
|
|
11
|
%
|
Operating income
|
|
$
|
7,520
|
|
|
$
|
7,847
|
|
|
7,380
|
|
|
(4
|
)%
|
|
6
|
%
|
DCG platform unit sales
|
|
|
|
|
|
|
|
8
|
%
|
|
8
|
%
|
|||||
DCG platform average selling prices
|
|
|
|
|
|
|
|
(1
|
)%
|
|
3
|
%
|
(In Millions)
|
|
Revenue Reconciliation
|
||
$
|
17,236
|
|
|
2016 DCG Revenue
|
1,149
|
|
|
Higher DCG platform unit sales
|
|
106
|
|
|
Other
|
|
$
|
15,981
|
|
|
2015 DCG Revenue
|
1,023
|
|
|
Higher DCG platform unit sales
|
|
493
|
|
|
Higher DCG platform average selling prices
|
|
69
|
|
|
Other
|
|
$
|
14,396
|
|
|
2014 DCG Revenue
|
(In Millions)
|
|
Operating Income Reconciliation
|
||
$
|
7,520
|
|
|
2016 DCG Operating Income
|
930
|
|
|
Higher gross margin from DCG platform revenue
|
|
(655
|
)
|
|
Higher DCG operating expense
|
|
(335
|
)
|
|
Higher DCG platform unit costs
|
|
(215
|
)
|
|
Period charges associated with product warranty and intellectual property agreements
|
|
(52
|
)
|
|
Other
|
|
$
|
7,847
|
|
|
2015 DCG Operating Income
|
1,415
|
|
|
Higher gross margin from DCG platform revenue
|
|
(725
|
)
|
|
Higher DCG operating expense
|
|
(223
|
)
|
|
Other
|
|
$
|
7,380
|
|
|
2014 DCG Operating Income
|
•
|
SoFIA 3G-R SoC, the first IOTG product with an integrated modem and connectivity;
|
•
|
Next-generation Intel Atom processor family, formerly code-named Apollo Lake; and
|
•
|
7th generation Intel Core processor family, formerly code-named Kaby Lake.
|
|
|
|
|
|
|
|
|
2016 compared to 2015
|
|
2015 compared to 2014
|
||||||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
% Change
|
|
% Change
|
||||||||
Platform revenue
|
|
$
|
2,290
|
|
|
$
|
1,976
|
|
|
$
|
1,814
|
|
|
16
|
%
|
|
9
|
%
|
Other revenue
|
|
348
|
|
|
322
|
|
|
328
|
|
|
8
|
%
|
|
(2
|
)%
|
|||
Net revenue
|
|
$
|
2,638
|
|
|
$
|
2,298
|
|
|
$
|
2,142
|
|
|
15
|
%
|
|
7
|
%
|
Operating income
|
|
$
|
585
|
|
|
$
|
515
|
|
|
$
|
583
|
|
|
14
|
%
|
|
(12
|
)%
|
|
|
|
|
|
|
|
|
2016 compared to 2015
|
|
2015 compared to 2014
|
|||||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
% Change
|
|
% Change
|
|||||||
Net revenue
|
|
$
|
2,576
|
|
|
$
|
2,597
|
|
|
2,146
|
|
|
(1
|
)%
|
|
21
|
%
|
Operating income (loss)
|
|
$
|
(544
|
)
|
|
$
|
239
|
|
|
255
|
|
|
(328
|
)%
|
|
(6
|
)%
|
|
|
|
|
|
|
|
|
2016 compared to 2015
|
|
2015 compared to 2014
|
||||||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
% Change
|
|
% Change
|
||||||||
Net revenue
|
|
$
|
2,161
|
|
|
$
|
1,985
|
|
|
$
|
2,010
|
|
|
9
|
%
|
|
(1
|
)%
|
Operating income
|
|
$
|
400
|
|
|
$
|
213
|
|
|
$
|
164
|
|
|
88
|
%
|
|
30
|
%
|
|
|
|
|
|
|
2016 compared to 2015
|
|||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
% Change
|
|||||
Net revenue
|
|
$
|
1,669
|
|
|
$
|
—
|
|
|
—
|
%
|
Operating loss
|
|
$
|
(104
|
)
|
|
$
|
—
|
|
|
—
|
%
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Research and development (R&D)
|
|
$
|
12,740
|
|
|
$
|
12,128
|
|
|
$
|
11,537
|
|
Marketing, general and administrative (MG&A)
|
|
$
|
8,397
|
|
|
$
|
7,930
|
|
|
$
|
8,136
|
|
R&D and MG&A as percentage of net revenue
|
|
35.6
|
%
|
|
36.2
|
%
|
|
35.2
|
%
|
|||
Restructuring and other charges
|
|
$
|
1,886
|
|
|
$
|
354
|
|
|
$
|
295
|
|
Amortization of acquisition-related intangibles
|
|
$
|
294
|
|
|
$
|
265
|
|
|
$
|
294
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
2016 Restructuring Program
|
|
$
|
1,823
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2015 Restructuring Program
|
|
—
|
|
|
264
|
|
|
—
|
|
|||
2013 Restructuring Program
|
|
—
|
|
|
90
|
|
|
295
|
|
|||
Other charges
|
|
63
|
|
|
—
|
|
|
—
|
|
|||
Total restructuring and other charges
|
|
$
|
1,886
|
|
|
$
|
354
|
|
|
$
|
295
|
|
(Dollars in Millions)
|
|
Unrecognized
Share-Based
Compensation
Costs
|
|
Weighted
Average
Period
|
||
Restricted stock units
|
|
$
|
1,903
|
|
|
1.2 years
|
Stock Purchase Plan
|
|
$
|
13
|
|
|
2 months
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Gains (losses) on equity investments, net
|
|
$
|
506
|
|
|
$
|
315
|
|
|
$
|
411
|
|
Interest and other, net
|
|
$
|
(444
|
)
|
|
$
|
(105
|
)
|
|
$
|
43
|
|
Years Ended
(Dollars in Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Income before taxes
|
|
$
|
12,936
|
|
|
$
|
14,212
|
|
|
$
|
15,801
|
|
Provision for taxes
|
|
$
|
2,620
|
|
|
$
|
2,792
|
|
|
$
|
4,097
|
|
Effective tax rate
|
|
20.3
|
%
|
|
19.6
|
%
|
|
25.9
|
%
|
(Dollars in Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Cash and cash equivalents, short-term investments, and trading assets
|
|
$
|
17,099
|
|
|
$
|
25,313
|
|
Other long-term investments
|
|
$
|
4,716
|
|
|
$
|
1,891
|
|
Loans receivable and other
|
|
$
|
996
|
|
|
$
|
1,170
|
|
Reverse repurchase agreements with original maturities greater than three months
|
|
$
|
250
|
|
|
$
|
1,000
|
|
Unsettled trade liabilities and other
|
|
$
|
119
|
|
|
$
|
99
|
|
Short-term and long-term debt
|
|
$
|
25,283
|
|
|
$
|
22,670
|
|
Temporary equity
|
|
$
|
882
|
|
|
$
|
897
|
|
Debt as percentage of permanent stockholders’ equity
|
|
38.2
|
%
|
|
37.1
|
%
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Net cash provided by operating activities
|
|
$
|
21,808
|
|
|
$
|
19,017
|
|
|
$
|
20,418
|
|
Net cash used for investing activities
|
|
(25,817
|
)
|
|
(8,183
|
)
|
|
(9,905
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(5,739
|
)
|
|
1,912
|
|
|
(13,611
|
)
|
|||
Effect of exchange rate fluctuations on cash and cash equivalents
|
|
—
|
|
|
1
|
|
|
(15
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(9,748
|
)
|
|
$
|
12,747
|
|
|
$
|
(3,113
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In Millions)
|
|
Total
|
|
Less Than
1 Year
|
|
1–3 Years
|
|
3–5 Years
|
|
More Than
5 Years
|
||||||||||
Operating lease obligations
|
|
$
|
1,226
|
|
|
$
|
229
|
|
|
$
|
342
|
|
|
$
|
233
|
|
|
$
|
422
|
|
Capital purchase obligations
1
|
|
7,529
|
|
|
5,646
|
|
|
1,882
|
|
|
1
|
|
|
—
|
|
|||||
Other purchase obligations and commitments
2
|
|
3,038
|
|
|
1,825
|
|
|
1,154
|
|
|
59
|
|
|
—
|
|
|||||
Long-term debt obligations
3
|
|
42,020
|
|
|
4,391
|
|
|
2,459
|
|
|
5,854
|
|
|
29,316
|
|
|||||
Other long-term liabilities
4, 5
|
|
1,763
|
|
|
841
|
|
|
707
|
|
|
114
|
|
|
101
|
|
|||||
Total
6
|
|
$
|
55,576
|
|
|
$
|
12,932
|
|
|
$
|
6,544
|
|
|
$
|
6,261
|
|
|
$
|
29,839
|
|
1
|
Capital purchase obligations represent commitments for the construction or purchase of property, plant and equipment. They were not recorded as liabilities on our consolidated balance sheets as of
December 31, 2016
, as we had not yet received the related goods or taken title to the property.
|
2
|
Other purchase obligations and commitments include payments due under various types of licenses and agreements to purchase goods or services, as well as payments due under non-contingent funding obligations.
|
3
|
Amounts represent principal and interest cash payments over the life of the debt obligations, including anticipated interest payments that are not recorded on our consolidated balance sheets. Debt obligations are
classified based on their stated maturity date, regardless of their classification on the consolidated balance sheet
s. Any future settlement of convertible debt would impact our cash payments.
|
4
|
We are unable to reliably estimate the timing of future payments related to uncertain tax positions; therefore,
$125 million
of long-term income taxes payable has been excluded from the preceding table. However, long-term income taxes payable, recorded on our consolidated balance sheets, included these uncertain tax positions, reduced by the associated federal deduction for state taxes and U.S. tax credits arising from non-U.S. income taxes.
|
5
|
Amounts represent future cash payments to satisfy other long-term liabilities recorded on our consolidated balance sheets, including the short-term portion of these long-term liabilities. Expected required contributions to our U.S. and non-U.S. pension plans and other postretirement benefit plans of
$36 million
to be made during
2017
are also included; however, funding projections beyond
2017
are not practicable to estimate. Derivative instruments are excluded from the preceding table, as they do not represent the amounts that may ultimately be paid.
|
6
|
Total excludes contractual obligations already recorded on our consolidated balance sheets as current liabilities, except for the short-term portions of long-term debt obligations and other long-term liabilities.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
Performance & Operations
|
|
Investments, Long-term Assets & Debt
|
|
Risk Management & Other
|
|
|
|
Years Ended
(In Millions, Except Per Share Amounts) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Net revenue
|
|
$
|
59,387
|
|
|
$
|
55,355
|
|
|
$
|
55,870
|
|
Cost of sales
|
|
23,196
|
|
|
20,676
|
|
|
20,261
|
|
|||
Gross margin
|
|
36,191
|
|
|
34,679
|
|
|
35,609
|
|
|||
Research and development
|
|
12,740
|
|
|
12,128
|
|
|
11,537
|
|
|||
Marketing, general and administrative
|
|
8,397
|
|
|
7,930
|
|
|
8,136
|
|
|||
Restructuring and other charges
|
|
1,886
|
|
|
354
|
|
|
295
|
|
|||
Amortization of acquisition-related intangibles
|
|
294
|
|
|
265
|
|
|
294
|
|
|||
Operating expenses
|
|
23,317
|
|
|
20,677
|
|
|
20,262
|
|
|||
Operating income
|
|
12,874
|
|
|
14,002
|
|
|
15,347
|
|
|||
Gains (losses) on equity investments, net
|
|
506
|
|
|
315
|
|
|
411
|
|
|||
Interest and other, net
|
|
(444
|
)
|
|
(105
|
)
|
|
43
|
|
|||
Income before taxes
|
|
12,936
|
|
|
14,212
|
|
|
15,801
|
|
|||
Provision for taxes
|
|
2,620
|
|
|
2,792
|
|
|
4,097
|
|
|||
Net income
|
|
$
|
10,316
|
|
|
$
|
11,420
|
|
|
$
|
11,704
|
|
Basic earnings per share of common stock
|
|
$
|
2.18
|
|
|
$
|
2.41
|
|
|
$
|
2.39
|
|
Diluted earnings per share of common stock
|
|
$
|
2.12
|
|
|
$
|
2.33
|
|
|
$
|
2.31
|
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
4,730
|
|
|
4,742
|
|
|
4,901
|
|
|||
Diluted
|
|
4,875
|
|
|
4,894
|
|
|
5,056
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Net income
|
|
$
|
10,316
|
|
|
$
|
11,420
|
|
|
$
|
11,704
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Change in net unrealized holding gains (losses) on available-for-sale investments
|
|
415
|
|
|
(710
|
)
|
|
577
|
|
|||
Change in deferred tax asset valuation allowance
|
|
(8
|
)
|
|
(18
|
)
|
|
(41
|
)
|
|||
Change in net unrealized holding gains (losses) on derivatives
|
|
7
|
|
|
157
|
|
|
(427
|
)
|
|||
Change in net prior service (costs) credits
|
|
—
|
|
|
7
|
|
|
(33
|
)
|
|||
Change in actuarial valuation
|
|
(364
|
)
|
|
128
|
|
|
(402
|
)
|
|||
Change in net foreign currency translation adjustment
|
|
(4
|
)
|
|
(170
|
)
|
|
(251
|
)
|
|||
Other comprehensive income (loss)
|
|
46
|
|
|
(606
|
)
|
|
(577
|
)
|
|||
Total comprehensive income
|
|
$
|
10,362
|
|
|
$
|
10,814
|
|
|
$
|
11,127
|
|
(In Millions, Except Par Value) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
5,560
|
|
|
$
|
15,308
|
|
Short-term investments
|
|
3,225
|
|
|
2,682
|
|
||
Trading assets
|
|
8,314
|
|
|
7,323
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $37 ($40 in 2015)
|
|
4,690
|
|
|
4,787
|
|
||
Inventories
|
|
5,553
|
|
|
5,167
|
|
||
Assets held for sale
|
|
5,210
|
|
|
71
|
|
||
Other current assets
|
|
2,956
|
|
|
2,982
|
|
||
Total current assets
|
|
35,508
|
|
|
38,320
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
36,171
|
|
|
31,858
|
|
||
Marketable equity securities
|
|
6,180
|
|
|
5,960
|
|
||
Other long-term investments
|
|
4,716
|
|
|
1,891
|
|
||
Goodwill
|
|
14,099
|
|
|
11,332
|
|
||
Identified intangible assets, net
|
|
9,494
|
|
|
3,933
|
|
||
Other long-term assets
|
|
7,159
|
|
|
8,165
|
|
||
Total assets
|
|
$
|
113,327
|
|
|
$
|
101,459
|
|
|
|
|
|
|
||||
Liabilities, temporary equity, and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Short-term debt
|
|
$
|
4,634
|
|
|
$
|
2,634
|
|
Accounts payable
|
|
2,475
|
|
|
2,063
|
|
||
Accrued compensation and benefits
|
|
3,465
|
|
|
3,138
|
|
||
Accrued advertising
|
|
810
|
|
|
960
|
|
||
Deferred income
|
|
1,718
|
|
|
2,188
|
|
||
Liabilities held for sale
|
|
1,920
|
|
|
56
|
|
||
Other accrued liabilities
|
|
5,280
|
|
|
4,607
|
|
||
Total current liabilities
|
|
20,302
|
|
|
15,646
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
20,649
|
|
|
20,036
|
|
||
Long-term deferred tax liabilities
|
|
1,730
|
|
|
954
|
|
||
Other long-term liabilities
|
|
3,538
|
|
|
2,841
|
|
||
Commitments and Contingencies (Note 20)
|
|
|
|
|
||||
Temporary equity
|
|
882
|
|
|
897
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 50 shares authorized; none issued
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 10,000 shares authorized; 4,730 shares issued and outstanding (4,725 issued and outstanding in 2015) and capital in excess of par value
|
|
25,373
|
|
|
23,411
|
|
||
Accumulated other comprehensive income (loss)
|
|
106
|
|
|
60
|
|
||
Retained earnings
|
|
40,747
|
|
|
37,614
|
|
||
Total stockholders’ equity
|
|
66,226
|
|
|
61,085
|
|
||
Total liabilities, temporary equity, and stockholders’ equity
|
|
$
|
113,327
|
|
|
$
|
101,459
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Cash and cash equivalents, beginning of period
|
|
$
|
15,308
|
|
|
$
|
2,561
|
|
|
$
|
5,674
|
|
Cash flows provided by (used for) operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
10,316
|
|
|
11,420
|
|
|
11,704
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
6,266
|
|
|
7,821
|
|
|
7,380
|
|
|||
Share-based compensation
|
|
1,444
|
|
|
1,305
|
|
|
1,148
|
|
|||
Excess tax benefit from share-based payment arrangements
|
|
(121
|
)
|
|
(159
|
)
|
|
(122
|
)
|
|||
Restructuring and other charges
|
|
1,886
|
|
|
354
|
|
|
295
|
|
|||
Amortization of intangibles
|
|
1,524
|
|
|
890
|
|
|
1,169
|
|
|||
(Gains) losses on equity investments, net
|
|
(432
|
)
|
|
(263
|
)
|
|
(354
|
)
|
|||
Deferred taxes
|
|
257
|
|
|
(1,270
|
)
|
|
(703
|
)
|
|||
Changes in assets and liabilities:
1
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
65
|
|
|
(355
|
)
|
|
(861
|
)
|
|||
Inventories
|
|
119
|
|
|
(764
|
)
|
|
(98
|
)
|
|||
Accounts payable
|
|
182
|
|
|
(312
|
)
|
|
(249
|
)
|
|||
Accrued compensation and benefits
|
|
(1,595
|
)
|
|
(711
|
)
|
|
4
|
|
|||
Income taxes payable and receivable
|
|
1,382
|
|
|
386
|
|
|
(286
|
)
|
|||
Other assets and liabilities
|
|
515
|
|
|
675
|
|
|
1,391
|
|
|||
Total adjustments
|
|
11,492
|
|
|
7,597
|
|
|
8,714
|
|
|||
Net cash provided by operating activities
|
|
21,808
|
|
|
19,017
|
|
|
20,418
|
|
|||
Cash flows provided by (used for) investing activities:
|
|
|
|
|
|
|
||||||
Additions to property, plant and equipment
|
|
(9,625
|
)
|
|
(7,326
|
)
|
|
(10,105
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(15,470
|
)
|
|
(913
|
)
|
|
(934
|
)
|
|||
Purchases of available-for-sale investments
|
|
(9,269
|
)
|
|
(8,259
|
)
|
|
(7,007
|
)
|
|||
Sales of available-for-sale investments
|
|
3,852
|
|
|
2,090
|
|
|
1,227
|
|
|||
Maturities of available-for-sale investments
|
|
5,654
|
|
|
6,168
|
|
|
8,944
|
|
|||
Purchases of trading assets
|
|
(12,237
|
)
|
|
(11,485
|
)
|
|
(14,397
|
)
|
|||
Maturities and sales of trading assets
|
|
10,907
|
|
|
13,372
|
|
|
13,165
|
|
|||
Investments in loans receivable and reverse repurchase agreements
|
|
(223
|
)
|
|
(2,550
|
)
|
|
(150
|
)
|
|||
Collection of loans receivable and reverse repurchase agreements
|
|
911
|
|
|
2,116
|
|
|
117
|
|
|||
Investments in non-marketable equity investments
|
|
(963
|
)
|
|
(2,011
|
)
|
|
(1,377
|
)
|
|||
Other investing
|
|
646
|
|
|
615
|
|
|
612
|
|
|||
Net cash used for investing activities
|
|
(25,817
|
)
|
|
(8,183
|
)
|
|
(9,905
|
)
|
|||
Cash flows provided by (used for) financing activities:
|
|
|
|
|
|
|
||||||
Increase (decrease) in short-term debt, net
|
|
(15
|
)
|
|
(474
|
)
|
|
235
|
|
|||
Excess tax benefit from share-based payment arrangements
|
|
121
|
|
|
159
|
|
|
122
|
|
|||
Issuance of long-term debt, net of issuance costs
|
|
2,734
|
|
|
9,476
|
|
|
—
|
|
|||
Repayment of debt
|
|
(1,500
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sales of common stock through employee equity incentive plans
|
|
1,108
|
|
|
866
|
|
|
1,660
|
|
|||
Repurchase of common stock
|
|
(2,587
|
)
|
|
(3,001
|
)
|
|
(10,792
|
)
|
|||
Restricted stock unit withholdings
|
|
(464
|
)
|
|
(442
|
)
|
|
(332
|
)
|
|||
Payment of dividends to stockholders
|
|
(4,925
|
)
|
|
(4,556
|
)
|
|
(4,409
|
)
|
|||
Collateral associated with repurchase of common stock
|
|
—
|
|
|
325
|
|
|
(325
|
)
|
|||
Increase (decrease) in liability due to collateral associated with repurchase of common stock
|
|
—
|
|
|
(325
|
)
|
|
325
|
|
|||
Other financing
|
|
(211
|
)
|
|
(116
|
)
|
|
(95
|
)
|
|||
Net cash provided by (used for) financing activities
|
|
(5,739
|
)
|
|
1,912
|
|
|
(13,611
|
)
|
|||
Effect of exchange rate fluctuations on cash and cash equivalents
|
|
—
|
|
|
1
|
|
|
(15
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(9,748
|
)
|
|
12,747
|
|
|
(3,113
|
)
|
|||
Cash and cash equivalents, end of period
|
|
$
|
5,560
|
|
|
$
|
15,308
|
|
|
$
|
2,561
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
||||||
Acquisition of property, plant and equipment included in accounts payable and accrued liabilities
|
|
$
|
979
|
|
|
$
|
392
|
|
|
$
|
985
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest, net of capitalized interest and interest rate swap payments/receipts
|
|
$
|
682
|
|
|
$
|
186
|
|
|
$
|
167
|
|
Income taxes, net of refunds
|
|
$
|
877
|
|
|
$
|
3,439
|
|
|
$
|
4,639
|
|
1
|
The impact of assets and liabilities reclassified as held for sale was not considered in the changes in assets and liabilities within cash flows from operating activities. See "
Note 10: Acquisitions and Divestitures
" for additional information.
|
|
|
Common Stock and Capital
in Excess of Par Value
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||
(In Millions, Except Per Share Amounts) |
|
Number of
Shares
|
|
Amount
|
|
||||||||||||||
Balance as of December 28, 2013
|
|
4,967
|
|
|
$
|
21,536
|
|
|
$
|
1,243
|
|
|
$
|
35,477
|
|
|
$
|
58,256
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,704
|
|
|
11,704
|
|
||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(577
|
)
|
|
—
|
|
|
(577
|
)
|
||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
11,127
|
|
||||||||
Proceeds from sales of common stock through employee equity incentive plans, net tax benefit, and other
|
|
125
|
|
|
1,787
|
|
|
—
|
|
|
—
|
|
|
1,787
|
|
||||
Share-based compensation
|
|
—
|
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
1,140
|
|
||||
Temporary equity reclassification
|
|
—
|
|
|
(912
|
)
|
|
—
|
|
|
—
|
|
|
(912
|
)
|
||||
Repurchase of common stock
|
|
(332
|
)
|
|
(1,438
|
)
|
|
—
|
|
|
(9,354
|
)
|
|
(10,792
|
)
|
||||
Restricted stock unit withholdings
|
|
(12
|
)
|
|
(332
|
)
|
|
—
|
|
|
—
|
|
|
(332
|
)
|
||||
Cash dividends declared ($0.90 per share of common stock)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,409
|
)
|
|
(4,409
|
)
|
||||
Balance as of December 27, 2014
|
|
4,748
|
|
|
21,781
|
|
|
666
|
|
|
33,418
|
|
|
55,865
|
|
||||
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,420
|
|
|
11,420
|
|
||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(606
|
)
|
|
—
|
|
|
(606
|
)
|
||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
10,814
|
|
||||||||
Proceeds from sales of common stock through employee equity incentive plans, net excess tax benefit, and other
|
|
87
|
|
|
1,076
|
|
|
—
|
|
|
—
|
|
|
1,076
|
|
||||
Share-based compensation
|
|
—
|
|
|
1,314
|
|
|
—
|
|
|
—
|
|
|
1,314
|
|
||||
Temporary equity reclassification
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Repurchase of common stock
|
|
(96
|
)
|
|
(453
|
)
|
|
—
|
|
|
(2,548
|
)
|
|
(3,001
|
)
|
||||
Restricted stock unit withholdings
|
|
(14
|
)
|
|
(322
|
)
|
|
—
|
|
|
(120
|
)
|
|
(442
|
)
|
||||
Cash dividends declared ($0.96 per share of common stock)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,556
|
)
|
|
(4,556
|
)
|
||||
Balance as of December 26, 2015
|
|
4,725
|
|
|
23,411
|
|
|
60
|
|
|
37,614
|
|
|
61,085
|
|
||||
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,316
|
|
|
10,316
|
|
||||
Other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
10,362
|
|
||||||||
Proceeds from sales of common stock through employee equity incentive plans, net excess tax benefit, and other
|
|
101
|
|
|
1,307
|
|
|
—
|
|
|
—
|
|
|
1,307
|
|
||||
Share-based compensation
|
|
—
|
|
|
1,438
|
|
|
—
|
|
|
—
|
|
|
1,438
|
|
||||
Temporary equity reclassification
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
Repurchase of common stock
|
|
(81
|
)
|
|
(412
|
)
|
|
—
|
|
|
(2,180
|
)
|
|
(2,592
|
)
|
||||
Restricted stock unit withholdings
|
|
(15
|
)
|
|
(386
|
)
|
|
—
|
|
|
(78
|
)
|
|
(464
|
)
|
||||
Cash dividends declared ($1.04 per share of common stock)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,925
|
)
|
|
(4,925
|
)
|
||||
Balance as of December 31, 2016
|
|
4,730
|
|
|
$
|
25,373
|
|
|
$
|
106
|
|
|
$
|
40,747
|
|
|
$
|
66,226
|
|
•
|
The estimated economic useful lives of our property, plant and equipment can materially impact our depreciation expense. Accordingly, at least annually, we evaluate the period over which we expect to recover the economic value of these assets, considering factors such as the process technology cadence between node transitions and re-use of machinery and tools across each generation of process technology. We had a change in estimate in 2016 related to the useful lives of machinery and equipment in our wafer fabrication facilities. For further information, see "
Note 1: Basis of Presentation
."
|
•
|
We assess property, plant and equipment for impairment when events or changes in circumstances indicate that the carrying value of the assets or the asset grouping may not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant under-performance of a business or product line in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in our use of the assets. We measure the recoverability of assets that we will continue to use in our operations by comparing the carrying value of the asset grouping to our estimate of the related total future undiscounted net cash flows arising from the use of that asset grouping. If an asset grouping carrying value is not recoverable through the related undiscounted cash flows, the asset grouping is considered to be impaired. We measure the impairment by comparing the difference between the asset grouping carrying value and its fair value.
|
•
|
We have certain facilities, included within construction in progress, being held in a safe state and not currently in use that we have plans to place into service at a future date. The time at which these assets are placed into service depends on our existing manufacturing capacity, market demand for our products, and where we are in the transition of products on our roadmap. Management makes judgments about the timing of when these facilities will be readied for their intended use and placed into service for the manufacturing of our products. Depreciation is not recognized on these assets and they are not eligible for capitalized interest when construction is on hold.
|
•
|
Level 1.
Quoted prices in active markets for identical assets or liabilities. We evaluate security-specific market data when determining whether a market is active.
|
•
|
Level 2.
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets, or model-derived valuations. All significant inputs used in our valuations, such as discounted cash flows, are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. We use LIBOR-based yield curves, currency spot and forward rates, and credit ratings as significant inputs in our valuations. Level 2 inputs also include non-binding market consensus prices as well as quoted prices that were adjusted for security-specific restrictions. When we use non-binding market consensus prices, we corroborate them with quoted market prices for similar instruments or compare them to output from internally developed pricing models such as a discounted cash flow models.
|
•
|
Level 3.
Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.
|
•
|
Marketable debt instruments
when the interest rate and foreign currency risks are not hedged at the inception of the investment or when our criteria for designation as trading assets are not met. We record the interest income and realized gains or losses on the sale of these instruments in interest and other, net.
|
•
|
Marketable equity securities
when there is no plan to sell or hedge the investment at the time of original classification. We acquire these equity investments to promote business and strategic objectives. We record the realized gains or losses on the sale or exchange of marketable equity securities in gains (losses) on equity investments, net.
|
•
|
Equity method investments
when we have the ability to exercise significant influence, but not control, over the investee. Equity method investments include marketable and non-marketable investments. Our proportionate share of the income or loss is recognized on a one-quarter lag and is recorded in gains (losses) on equity investments, net.
|
•
|
Non-marketable cost method investments
when the equity method does not apply.
|
•
|
Marketable debt instruments
when the fair value is below amortized cost and we intend to sell the instrument, or when it is more likely than not that we will be required to sell the instrument before recovery of its amortized cost basis, or when we do not expect to recover the entire amortized cost basis of the instrument (that is, a credit loss exists). When we do not expect to recover the entire amortized cost basis of the instrument, we separate other-than-temporary impairments into amounts representing credit losses, which are recognized in interest and other, net, and amounts not related to credit losses, which are recognized in other comprehensive income (loss).
|
•
|
Marketable equity securities
include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. We also consider specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. We record other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments, net.
|
•
|
Non-marketable equity investments
based on our assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. Impairments of non-marketable equity investments were
$184 million
in
2016
(
$166 million
in
2015
and
$140 million
in
2014
).
|
•
|
variability in the U.S.-dollar equivalent of non-U.S.-dollar-denominated cash flows associated with our forecasted operating and capital purchases spending; and
|
•
|
coupon and principal payments for our non-U.S.-dollar-denominated indebtedness.
|
•
|
intangible assets, including valuation methodology, estimations of future cash flows, and discount rates, as well as the estimated useful life of the intangible assets;
|
•
|
deferred tax assets and liabilities, uncertain tax positions, and tax-related valuation allowances, which are initially estimated as of the acquisition date;
|
•
|
inventory; property, plant and equipment; pre-existing liabilities or legal claims; deferred revenue; and contingent consideration, each as may be applicable; and
|
•
|
goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed.
|
Standard/Description
|
Effective Date and Adoption Considerations
|
Effect on Financial Statements or Other Significant Matters
|
Income Taxes - Balance Sheet Classification of Deferred Taxes
. This amended standard requires that we classify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current.
|
This amended standard was early adopted in the first quarter of 2016 on a retrospective basis.
|
As a result of the adoption, we made the following adjustments to the consolidated 2015 balance sheet: a $2.0 billion decrease to current deferred tax assets, a $430 million increase to non-current deferred tax assets, a $21 million decrease to current deferred tax liabilities, and a decrease of $1.6 billion to non-current deferred tax liabilities.
|
•
Client Computing Group (CCG)
|
|
•
Intel Security Group (ISecG)
|
•
Data Center Group (DCG)
|
|
•
Programmable Solutions Group (PSG)
|
•
Internet of Things Group (IOTG)
|
|
•
All Other
|
•
Non-Volatile Memory Solutions Group (NSG)
|
|
•
New Technology Group (NTG)
|
•
|
results of operations from NTG;
|
•
|
amounts included within restructuring and other charges;
|
•
|
a portion of employee benefits, compensation, and other expenses not allocated to the operating segments;
|
•
|
divested businesses for which discrete operating results are not regularly reviewed by our CODM;
|
•
|
results of operations of start-up businesses that support our initiatives, including our foundry business; and
|
•
|
acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Client Computing Group
|
|
|
|
|
|
|
||||||
Platform
|
|
$
|
30,751
|
|
|
$
|
30,680
|
|
|
$
|
33,235
|
|
Other
|
|
2,157
|
|
|
1,539
|
|
|
1,637
|
|
|||
|
|
32,908
|
|
|
32,219
|
|
|
34,872
|
|
|||
Data Center Group
|
|
|
|
|
|
|
||||||
Platform
|
|
15,895
|
|
|
14,856
|
|
|
13,341
|
|
|||
Other
|
|
1,341
|
|
|
1,125
|
|
|
1,055
|
|
|||
|
|
17,236
|
|
|
15,981
|
|
|
14,396
|
|
|||
Internet of Things Group
|
|
|
|
|
|
|
||||||
Platform
|
|
2,290
|
|
|
1,976
|
|
|
1,814
|
|
|||
Other
|
|
348
|
|
|
322
|
|
|
328
|
|
|||
|
|
2,638
|
|
|
2,298
|
|
|
2,142
|
|
|||
Non-Volatile Memory Solutions Group
|
|
2,576
|
|
|
2,597
|
|
|
2,146
|
|
|||
Intel Security Group
|
|
2,161
|
|
|
1,985
|
|
|
2,010
|
|
|||
Programmable Solutions Group
|
|
1,669
|
|
|
—
|
|
|
—
|
|
|||
All other
|
|
199
|
|
|
275
|
|
|
304
|
|
|||
Total net revenue
|
|
$
|
59,387
|
|
|
$
|
55,355
|
|
|
$
|
55,870
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss):
|
|
|
|
|
|
|
||||||
Client Computing Group
|
|
$
|
10,646
|
|
|
$
|
8,166
|
|
|
$
|
10,327
|
|
Data Center Group
|
|
7,520
|
|
|
7,847
|
|
|
7,380
|
|
|||
Internet of Things Group
|
|
585
|
|
|
515
|
|
|
583
|
|
|||
Non-Volatile Memory Solutions Group
|
|
(544
|
)
|
|
239
|
|
|
255
|
|
|||
Intel Security Group
|
|
400
|
|
|
213
|
|
|
164
|
|
|||
Programmable Solutions Group
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|||
All other
|
|
(5,629
|
)
|
|
(2,978
|
)
|
|
(3,362
|
)
|
|||
Total operating income
|
|
$
|
12,874
|
|
|
$
|
14,002
|
|
|
$
|
15,347
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
China (including Hong Kong)
|
|
$
|
13,977
|
|
|
$
|
11,679
|
|
|
$
|
11,197
|
|
United States
|
|
12,957
|
|
|
11,121
|
|
|
9,828
|
|
|||
Singapore
|
|
12,780
|
|
|
11,544
|
|
|
11,573
|
|
|||
Taiwan
|
|
9,953
|
|
|
10,661
|
|
|
8,955
|
|
|||
Other countries
|
|
9,720
|
|
|
10,350
|
|
|
14,317
|
|
|||
Total net revenue
|
|
$
|
59,387
|
|
|
$
|
55,355
|
|
|
$
|
55,870
|
|
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
United States
|
|
$
|
23,598
|
|
|
$
|
22,611
|
|
|
$
|
24,020
|
|
Ireland
|
|
4,865
|
|
|
5,789
|
|
|
5,433
|
|
|||
Israel
|
|
3,923
|
|
|
1,661
|
|
|
1,957
|
|
|||
Other countries
|
|
3,785
|
|
|
1,797
|
|
|
1,828
|
|
|||
Total property, plant and equipment, net
|
|
$
|
36,171
|
|
|
$
|
31,858
|
|
|
$
|
33,238
|
|
Years Ended
(In Millions, Except Per Share Amounts) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Net income available to common stockholders
|
|
$
|
10,316
|
|
|
$
|
11,420
|
|
|
$
|
11,704
|
|
Weighted average shares of common stock outstanding—basic
|
|
4,730
|
|
|
4,742
|
|
|
4,901
|
|
|||
Dilutive effect of employee incentive plans
|
|
53
|
|
|
64
|
|
|
75
|
|
|||
Dilutive effect of convertible debt
|
|
92
|
|
|
88
|
|
|
80
|
|
|||
Weighted average shares of common stock outstanding—diluted
|
|
4,875
|
|
|
4,894
|
|
|
5,056
|
|
|||
Basic earnings per share of common stock
|
|
$
|
2.18
|
|
|
$
|
2.41
|
|
|
$
|
2.39
|
|
Diluted earnings per share of common stock
|
|
$
|
2.12
|
|
|
$
|
2.33
|
|
|
$
|
2.31
|
|
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Raw materials
|
|
$
|
695
|
|
|
$
|
532
|
|
Work in process
|
|
3,190
|
|
|
2,893
|
|
||
Finished goods
|
|
1,668
|
|
|
1,742
|
|
||
Total inventories
|
|
$
|
5,553
|
|
|
$
|
5,167
|
|
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Land and buildings
|
|
$
|
26,627
|
|
|
$
|
25,578
|
|
Machinery and equipment
|
|
52,608
|
|
|
48,459
|
|
||
Construction in progress
|
|
10,870
|
|
|
9,359
|
|
||
Total property, plant and equipment, gross
|
|
90,105
|
|
|
83,396
|
|
||
Less:
accumulated depreciation
|
|
(53,934
|
)
|
|
(51,538
|
)
|
||
Total property, plant and equipment, net
|
|
$
|
36,171
|
|
|
$
|
31,858
|
|
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Deferred income on shipments of components to distributors
|
|
$
|
1,475
|
|
|
$
|
920
|
|
Deferred income from software, services, and other
|
|
243
|
|
|
1,268
|
|
||
Current deferred income
|
|
1,718
|
|
|
2,188
|
|
||
Non-current deferred income from software, services, and other
|
|
65
|
|
|
530
|
|
||
Total deferred income
|
|
$
|
1,783
|
|
|
$
|
2,718
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Share of equity method investee losses, net
|
|
$
|
(38
|
)
|
|
$
|
(95
|
)
|
|
$
|
(69
|
)
|
Impairments
|
|
(187
|
)
|
|
(185
|
)
|
|
(146
|
)
|
|||
Gains on sales, net
|
|
562
|
|
|
145
|
|
|
422
|
|
|||
Dividends
|
|
74
|
|
|
52
|
|
|
57
|
|
|||
Other, net
|
|
95
|
|
|
398
|
|
|
147
|
|
|||
Total gains (losses) on equity investments, net
|
|
$
|
506
|
|
|
$
|
315
|
|
|
$
|
411
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Interest income
|
|
$
|
222
|
|
|
$
|
124
|
|
|
$
|
141
|
|
Interest expense
|
|
(733
|
)
|
|
(337
|
)
|
|
(192
|
)
|
|||
Other, net
|
|
67
|
|
|
108
|
|
|
94
|
|
|||
Total interest and other, net
|
|
$
|
(444
|
)
|
|
$
|
(105
|
)
|
|
$
|
43
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
2016 Restructuring Program
|
|
$
|
1,823
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2015 Restructuring Program
|
|
—
|
|
|
264
|
|
|
—
|
|
|||
2013 Restructuring Program
|
|
—
|
|
|
90
|
|
|
295
|
|
|||
Other charges
|
|
63
|
|
|
—
|
|
|
—
|
|
|||
Total restructuring and other charges
|
|
$
|
1,886
|
|
|
$
|
354
|
|
|
$
|
295
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
||
Employee severance and benefit arrangements
|
|
$
|
1,737
|
|
Pension settlement charges
|
|
57
|
|
|
Asset impairment and other charges
|
|
29
|
|
|
Total restructuring and other charges
|
|
$
|
1,823
|
|
(In Millions)
|
|
Employee Severance and Benefits
|
|
Asset Impairments and Other
|
|
Total
|
||||||
Accrued restructuring balance as of December 26, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additional accruals
|
|
1,556
|
|
|
29
|
|
|
1,585
|
|
|||
Adjustments
|
|
92
|
|
|
—
|
|
|
92
|
|
|||
Cash payments
|
|
(1,063
|
)
|
|
—
|
|
|
(1,063
|
)
|
|||
Non-cash settlements
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Accrued restructuring balance as of December 31, 2016
|
|
$
|
585
|
|
|
$
|
10
|
|
|
$
|
595
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Income before taxes:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
6,957
|
|
|
$
|
8,800
|
|
|
$
|
11,565
|
|
Non-U.S.
|
|
5,979
|
|
|
5,412
|
|
|
4,236
|
|
|||
Total income before taxes
|
|
12,936
|
|
|
14,212
|
|
|
15,801
|
|
|||
Provision for taxes:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
1,319
|
|
|
2,828
|
|
|
3,374
|
|
|||
State
|
|
13
|
|
|
40
|
|
|
38
|
|
|||
Non-U.S.
|
|
756
|
|
|
842
|
|
|
969
|
|
|||
Total current provision for taxes
|
|
2,088
|
|
|
3,710
|
|
|
4,381
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
658
|
|
|
(862
|
)
|
|
(263
|
)
|
|||
Other
|
|
(126
|
)
|
|
(56
|
)
|
|
(21
|
)
|
|||
Total deferred provision for taxes
|
|
532
|
|
|
(918
|
)
|
|
(284
|
)
|
|||
Total provision for taxes
|
|
$
|
2,620
|
|
|
$
|
2,792
|
|
|
$
|
4,097
|
|
Effective tax rate
|
|
20.3
|
%
|
|
19.6
|
%
|
|
25.9
|
%
|
Years Ended
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|||
Statutory federal income tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (reduction) in rate resulting from:
|
|
|
|
|
|
|
|||
Non-U.S. income taxed at different rates
|
|
(11.7
|
)
|
|
(7.9
|
)
|
|
(6.1
|
)
|
Research and development tax credits
|
|
(2.3
|
)
|
|
(1.7
|
)
|
|
(1.7
|
)
|
Domestic manufacturing deduction benefit
|
|
(1.4
|
)
|
|
(2.0
|
)
|
|
(2.1
|
)
|
Settlements, effective settlements, and related remeasurements
|
|
(0.1
|
)
|
|
(2.9
|
)
|
|
—
|
|
Other
|
|
0.8
|
|
|
(0.9
|
)
|
|
0.8
|
|
Effective tax rate
|
|
20.3
|
%
|
|
19.6
|
%
|
|
25.9
|
%
|
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued compensation and other benefits
|
|
$
|
1,182
|
|
|
$
|
931
|
|
Share-based compensation
|
|
373
|
|
|
424
|
|
||
Deferred income
|
|
596
|
|
|
694
|
|
||
Inventory
|
|
1,044
|
|
|
598
|
|
||
State credits and net operating losses
|
|
846
|
|
|
613
|
|
||
Other, net
|
|
1,187
|
|
|
760
|
|
||
Gross deferred tax assets
|
|
5,228
|
|
|
4,020
|
|
||
Valuation allowance
|
|
(953
|
)
|
|
(701
|
)
|
||
Total deferred tax assets
|
|
4,275
|
|
|
3,319
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
(1,574
|
)
|
|
(505
|
)
|
||
Licenses and intangibles
|
|
(1,036
|
)
|
|
(563
|
)
|
||
Convertible debt
|
|
(1,098
|
)
|
|
(1,042
|
)
|
||
Unrealized gains on investments and derivatives
|
|
(940
|
)
|
|
(717
|
)
|
||
Investment in non-U.S. subsidiaries
|
|
—
|
|
|
(37
|
)
|
||
Other, net
|
|
(450
|
)
|
|
(358
|
)
|
||
Total deferred tax liabilities
|
|
(5,098
|
)
|
|
(3,222
|
)
|
||
Net deferred tax assets (liabilities)
|
|
(823
|
)
|
|
97
|
|
||
|
|
|
|
|
||||
Reported as:
|
|
|
|
|
||||
Deferred tax assets
|
|
907
|
|
|
1,051
|
|
||
Deferred tax liabilities
|
|
(1,730
|
)
|
|
(954
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
(823
|
)
|
|
$
|
97
|
|
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Beginning gross unrecognized tax benefits
|
|
$
|
101
|
|
|
$
|
577
|
|
|
$
|
207
|
|
Settlements and effective settlements with tax authorities
and related remeasurements |
|
(11
|
)
|
|
(452
|
)
|
|
(220
|
)
|
|||
Lapse of statute of limitations
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|||
Increases in balances related to tax positions taken during prior periods
|
|
81
|
|
|
4
|
|
|
173
|
|
|||
Decreases in balances related to tax positions taken during prior periods
|
|
(11
|
)
|
|
(34
|
)
|
|
(1
|
)
|
|||
Increases in balances related to tax positions taken during current period
|
|
10
|
|
|
6
|
|
|
418
|
|
|||
Ending gross unrecognized tax benefits
|
|
$
|
154
|
|
|
$
|
101
|
|
|
$
|
577
|
|
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||||||||||||||||||||||||
(In Millions) |
|
Adjusted
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Adjusted
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||||||||||
Corporate debt
|
|
$
|
3,847
|
|
|
$
|
4
|
|
|
$
|
(14
|
)
|
|
$
|
3,837
|
|
|
$
|
4,169
|
|
|
$
|
3
|
|
|
$
|
(11
|
)
|
|
$
|
4,161
|
|
Financial institution instruments
|
|
6,098
|
|
|
5
|
|
|
(11
|
)
|
|
6,092
|
|
|
11,140
|
|
|
1
|
|
|
(2
|
)
|
|
11,139
|
|
||||||||
Government debt
|
|
1,581
|
|
|
—
|
|
|
(8
|
)
|
|
1,573
|
|
|
748
|
|
|
—
|
|
|
(1
|
)
|
|
747
|
|
||||||||
Marketable equity securities
|
|
2,818
|
|
|
3,363
|
|
|
(1
|
)
|
|
6,180
|
|
|
3,254
|
|
|
2,706
|
|
|
—
|
|
|
5,960
|
|
||||||||
Total available-for-sale investments
|
|
$
|
14,344
|
|
|
$
|
3,372
|
|
|
$
|
(34
|
)
|
|
$
|
17,682
|
|
|
$
|
19,311
|
|
|
$
|
2,710
|
|
|
$
|
(14
|
)
|
|
$
|
22,007
|
|
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||||||
(Dollars In Millions)
|
|
Carrying
Value
|
|
Ownership
Percentage
|
|
Carrying
Value
|
|
Ownership
Percentage
|
||||||
IM Flash Technologies, LLC
|
|
$
|
849
|
|
|
49
|
%
|
|
$
|
872
|
|
|
49
|
%
|
Cloudera, Inc.
|
|
225
|
|
|
16
|
%
|
|
256
|
|
|
17
|
%
|
||
Other equity method investments
|
|
254
|
|
|
|
|
462
|
|
|
|
||||
Total
|
|
$
|
1,328
|
|
|
|
|
$
|
1,590
|
|
|
|
|
|
Fair Value
(In Millions)
|
|
Weighted Average Estimated Useful Life
(In Years)
|
||
Developed technology
|
|
$
|
5,757
|
|
|
9
|
Customer relationships
|
|
1,121
|
|
|
12
|
|
Brands
|
|
87
|
|
|
6
|
|
Identified intangible assets subject to amortization
|
|
6,965
|
|
|
|
|
In-process research and development
|
|
601
|
|
|
|
|
Identified intangible assets not subject to amortization
|
|
601
|
|
|
|
|
Total identified intangible assets
|
|
$
|
7,566
|
|
|
|
Years Ended
(Unaudited, In Millions, Except Per Share Amounts)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Net revenue
|
|
$
|
59,486
|
|
|
$
|
56,906
|
|
Net income
|
|
$
|
10,788
|
|
|
$
|
10,510
|
|
Diluted earnings per share
|
|
$
|
2.21
|
|
|
$
|
2.15
|
|
(In Millions)
|
|
Dec 31,
2016 |
||
Accounts receivable
|
|
$
|
407
|
|
Goodwill
|
|
3,600
|
|
|
Identified intangible assets
|
|
966
|
|
|
Other assets
|
|
214
|
|
|
Total assets held for sale
|
|
$
|
5,187
|
|
|
|
|
||
Deferred income
|
|
$
|
1,554
|
|
Other liabilities
|
|
366
|
|
|
Total liabilities held for sale
|
|
$
|
1,920
|
|
(In Millions)
|
|
Dec 26,
2015 |
|
Acquisitions
|
|
Transfers
|
|
Other
|
|
Dec 31,
2016 |
||||||||||
Client Computing Group (CCG)
|
|
$
|
4,078
|
|
|
$
|
65
|
|
|
$
|
213
|
|
|
$
|
—
|
|
|
$
|
4,356
|
|
Data Center Group (DCG)
|
|
2,404
|
|
|
2,831
|
|
|
177
|
|
|
—
|
|
|
5,412
|
|
|||||
Internet of Things Group (IOTG)
|
|
428
|
|
|
659
|
|
|
36
|
|
|
—
|
|
|
1,123
|
|
|||||
Intel Security Group (ISecG)
|
|
3,599
|
|
|
—
|
|
|
—
|
|
|
(3,599
|
)
|
|
—
|
|
|||||
Software and Services Group (SSG)
|
|
441
|
|
|
—
|
|
|
(441
|
)
|
|
—
|
|
|
—
|
|
|||||
Programmable Solutions Group (PSG)
|
|
—
|
|
|
2,490
|
|
|
—
|
|
|
—
|
|
|
2,490
|
|
|||||
All other
|
|
382
|
|
|
321
|
|
|
15
|
|
|
—
|
|
|
718
|
|
|||||
Total
|
|
$
|
11,332
|
|
|
$
|
6,366
|
|
|
$
|
—
|
|
|
$
|
(3,599
|
)
|
|
$
|
14,099
|
|
(In Millions)
|
|
Dec 27,
2014 |
|
Acquisitions
|
|
Transfers
|
|
Other
|
|
Dec 26,
2015 |
||||||||||
Client Computing Group (CCG)
|
|
$
|
3,708
|
|
|
$
|
370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,078
|
|
Data Center Group (DCG)
|
|
2,376
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
2,404
|
|
|||||
Internet of Things Group (IOTG)
|
|
428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|||||
Intel Security Group (ISecG)
|
|
3,777
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
3,599
|
|
|||||
Software and Services Group (SSG)
|
|
459
|
|
|
10
|
|
|
—
|
|
|
(28
|
)
|
|
441
|
|
|||||
All other
|
|
113
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
382
|
|
|||||
Total
|
|
$
|
10,861
|
|
|
$
|
677
|
|
|
$
|
—
|
|
|
$
|
(206
|
)
|
|
$
|
11,332
|
|
|
|
December 31, 2016
|
||||||||||
(In Millions)
|
|
Gross
Assets
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Acquisition-related developed technology
|
|
$
|
7,405
|
|
|
$
|
(1,836
|
)
|
|
$
|
5,569
|
|
Acquisition-related customer relationships
|
|
1,449
|
|
|
(260
|
)
|
|
1,189
|
|
|||
Acquisition-related brands
|
|
87
|
|
|
(21
|
)
|
|
66
|
|
|||
Licensed technology and patents
|
|
3,285
|
|
|
(1,423
|
)
|
|
1,862
|
|
|||
Identified intangible assets subject to amortization
|
|
12,226
|
|
|
(3,540
|
)
|
|
8,686
|
|
|||
In-process research and development
|
|
808
|
|
|
—
|
|
|
808
|
|
|||
Identified intangible assets not subject to amortization
|
|
808
|
|
|
—
|
|
|
808
|
|
|||
Total identified intangible assets
|
|
$
|
13,034
|
|
|
$
|
(3,540
|
)
|
|
$
|
9,494
|
|
|
|
December 26, 2015
|
||||||||||
(In Millions)
|
|
Gross
Assets
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Acquisition-related developed technology
|
|
$
|
2,928
|
|
|
$
|
(2,276
|
)
|
|
$
|
652
|
|
Acquisition-related customer relationships
|
|
1,738
|
|
|
(1,219
|
)
|
|
519
|
|
|||
Acquisition-related brands
|
|
59
|
|
|
(55
|
)
|
|
4
|
|
|||
Licensed technology and patents
|
|
3,017
|
|
|
(1,200
|
)
|
|
1,817
|
|
|||
Identified intangible assets subject to amortization
|
|
7,742
|
|
|
(4,750
|
)
|
|
2,992
|
|
|||
Acquisition-related brands
|
|
767
|
|
|
—
|
|
|
767
|
|
|||
In-process research and development
|
|
102
|
|
|
—
|
|
|
102
|
|
|||
Other intangible assets
|
|
72
|
|
|
—
|
|
|
72
|
|
|||
Identified intangible assets not subject to amortization
|
|
941
|
|
|
—
|
|
|
941
|
|
|||
Total identified intangible assets
|
|
$
|
8,683
|
|
|
$
|
(4,750
|
)
|
|
$
|
3,933
|
|
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||||
|
|
Gross
Assets
(In Millions)
|
|
Estimated Useful Life
(In Years)
|
|
Gross
Assets
(In Millions)
|
|
Estimated Useful Life
(In Years)
|
||||
Acquisition-related developed technology
|
|
$
|
5,842
|
|
|
9
|
|
$
|
238
|
|
|
6
|
Acquisition-related customer relationships
|
|
$
|
1,148
|
|
|
12
|
|
$
|
110
|
|
|
11
|
Acquisition-related brands
|
|
$
|
87
|
|
|
6
|
|
$
|
—
|
|
|
n/a
|
Licensed technology and patents
|
|
$
|
342
|
|
|
12
|
|
$
|
176
|
|
|
7
|
(In Years)
|
|
Estimated
Useful Life Range
|
||
Acquisition-related developed technology
|
|
4
|
–
|
9
|
Acquisition-related customer relationships
|
|
6
|
–
|
12
|
Licensed technology and patents
|
|
2
|
–
|
17
|
Years Ended
(In Millions) |
|
Location
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Acquisition-related developed technology
|
|
Cost of sales
|
|
$
|
937
|
|
|
$
|
343
|
|
|
$
|
600
|
|
Acquisition-related customer relationships
|
|
Amortization of acquisition-related intangibles
|
|
270
|
|
|
258
|
|
|
284
|
|
|||
Acquisition-related brands
|
|
Amortization of acquisition-related intangibles
|
|
24
|
|
|
7
|
|
|
10
|
|
|||
Licensed technology and patents
|
|
Cost of sales
|
|
293
|
|
|
282
|
|
|
275
|
|
|||
Total amortization expenses
|
|
|
|
$
|
1,524
|
|
|
$
|
890
|
|
|
$
|
1,169
|
|
(In Millions)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
||||||||||
Acquisition-related developed technology
|
|
$
|
804
|
|
|
$
|
787
|
|
|
$
|
785
|
|
|
$
|
753
|
|
|
$
|
715
|
|
Acquisition-related customer relationships
|
|
137
|
|
|
122
|
|
|
122
|
|
|
120
|
|
|
120
|
|
|||||
Acquisition-related brands
|
|
14
|
|
|
13
|
|
|
13
|
|
|
13
|
|
|
13
|
|
|||||
Licensed technology and patents
|
|
279
|
|
|
230
|
|
|
218
|
|
|
193
|
|
|
177
|
|
|||||
Total future amortization expenses
|
|
$
|
1,234
|
|
|
$
|
1,152
|
|
|
$
|
1,138
|
|
|
$
|
1,079
|
|
|
$
|
1,025
|
|
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Equity method investments
|
|
$
|
1,328
|
|
|
$
|
1,590
|
|
Non-marketable cost method investments
|
|
3,098
|
|
|
2,933
|
|
||
Non-current deferred tax assets
|
|
907
|
|
|
1,051
|
|
||
Pre-payments for property, plant and equipment
|
|
347
|
|
|
623
|
|
||
Loans receivable
|
|
236
|
|
|
642
|
|
||
Grants receivable
|
|
63
|
|
|
318
|
|
||
Reverse repurchase agreements
|
|
250
|
|
|
350
|
|
||
Other
|
|
930
|
|
|
658
|
|
||
Total other long-term assets
|
|
$
|
7,159
|
|
|
$
|
8,165
|
|
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Drafts payable
|
|
$
|
25
|
|
|
$
|
41
|
|
Current portion of long-term debt
|
|
4,618
|
|
|
2,602
|
|
||
Less: debt issuance costs associated with the current portion of long-term debt
|
|
(9
|
)
|
|
(9
|
)
|
||
Total short-term debt
|
|
$
|
4,634
|
|
|
$
|
2,634
|
|
(In Millions)
|
|
Maturity Date
|
|
Stated Interest Rate
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||
Second quarter 2016 debt issuance of $2.8 billion
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
May 2021
|
|
1.70%
|
|
$
|
499
|
|
|
$
|
—
|
|
Senior notes
|
|
May 2026
|
|
2.60%
|
|
983
|
|
|
—
|
|
||
Senior notes
|
|
May 2046
|
|
4.10%
|
|
1,243
|
|
|
—
|
|
||
First quarter 2016 acquired Altera debt of $1.5 billion
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
May 2017
|
|
1.75%
|
|
501
|
|
|
—
|
|
||
Senior notes
|
|
November 2018
|
|
2.50%
|
|
604
|
|
|
—
|
|
||
Senior notes
|
|
November 2023
|
|
4.10%
|
|
424
|
|
|
—
|
|
||
Fourth quarter 2015 debt issuance of $915 million
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
December 2045
|
|
4.70%
|
|
894
|
|
|
908
|
|
||
Fourth quarter 2015 Australian-dollar-denominated debt issuance of A$800 million
|
|
|
|
|
|
|
|
|
||||
Senior notes
1
|
|
December 2019
|
|
3.25%
|
|
180
|
|
|
181
|
|
||
Senior notes
1
|
|
December 2022
|
|
4.00%
|
|
394
|
|
|
397
|
|
||
Third quarter 2015 debt issuance of $1.0 billion
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
August 2045
|
|
4.90%
|
|
995
|
|
|
1,009
|
|
||
Third quarter 2015 debt issuance of $7.0 billion
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
July 2020
|
|
2.45%
|
|
1,749
|
|
|
1,748
|
|
||
Senior notes
|
|
July 2022
|
|
3.10%
|
|
987
|
|
|
996
|
|
||
Senior notes
|
|
July 2025
|
|
3.70%
|
|
2,148
|
|
|
2,247
|
|
||
Senior notes
|
|
July 2045
|
|
4.90%
|
|
1,999
|
|
|
1,998
|
|
||
2012 debt issuance of $6.2 billion
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
December 2017
|
|
1.35%
|
|
2,999
|
|
|
2,999
|
|
||
Senior notes
|
|
December 2022
|
|
2.70%
|
|
1,480
|
|
|
1,492
|
|
||
Senior notes
|
|
December 2032
|
|
4.00%
|
|
745
|
|
|
744
|
|
||
Senior notes
|
|
December 2042
|
|
4.25%
|
|
924
|
|
|
924
|
|
||
2011 debt issuance of $5.0 billion
|
|
|
|
|
|
|
|
|
||||
Senior notes
|
|
October 2016
|
|
1.95%
|
|
—
|
|
|
1,499
|
|
||
Senior notes
|
|
October 2021
|
|
3.30%
|
|
1,988
|
|
|
1,997
|
|
||
Senior notes
|
|
October 2041
|
|
4.80%
|
|
1,491
|
|
|
1,490
|
|
||
2009 debt issuance of $2.0 billion
|
|
|
|
|
|
|
|
|
||||
Junior subordinated convertible debentures
|
|
August 2039
|
|
3.25%
|
|
1,118
|
|
|
1,103
|
|
||
2005 debt issuance of $1.6 billion
|
|
|
|
|
|
|
|
|
||||
Junior subordinated convertible debentures
|
|
December 2035
|
|
2.95%
|
|
992
|
|
|
975
|
|
||
Long-term debt
|
|
|
|
|
|
25,337
|
|
|
22,707
|
|
||
Less: current portion of long-term debt
|
|
|
|
|
|
(4,618
|
)
|
|
(2,602
|
)
|
||
Less: debt issuance costs
|
|
|
|
|
|
(70
|
)
|
|
(69
|
)
|
||
Total long-term debt
|
|
|
|
|
|
$
|
20,649
|
|
|
$
|
20,036
|
|
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
$577 million
, which effectively converted these notes to U.S.-dollar-denominated notes. For further discussion on our currency interest rate swaps, see "
Note 17: Derivative Financial Instruments
."
|
|
|
2009
Debentures
|
|
2005
Debentures
|
||
Annual stated coupon interest rate
|
|
3.25
|
%
|
|
2.95
|
%
|
Annual effective interest rate
|
|
7.20
|
%
|
|
6.45
|
%
|
|
|
2009 Debentures
|
|
2005 Debentures
|
||||||||||||
(In Millions, Except Per Share Amounts)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||||
Outstanding principal
|
|
$
|
2,000
|
|
|
$
|
2,000
|
|
|
$
|
1,600
|
|
|
$
|
1,600
|
|
Equity component (including temporary equity) carrying amount
|
|
$
|
613
|
|
|
$
|
613
|
|
|
$
|
466
|
|
|
$
|
466
|
|
Unamortized discount
1
|
|
$
|
882
|
|
|
$
|
897
|
|
|
$
|
608
|
|
|
$
|
625
|
|
Net debt carrying amount
|
|
$
|
1,118
|
|
|
$
|
1,103
|
|
|
$
|
992
|
|
|
$
|
975
|
|
Conversion rate (shares of common stock per $1,000 principal amount of debentures)
|
|
47.72
|
|
|
46.58
|
|
|
36.20
|
|
|
35.82
|
|
||||
Effective conversion price (per share of common stock)
|
|
$
|
20.95
|
|
|
$
|
21.47
|
|
|
$
|
27.62
|
|
|
$
|
27.92
|
|
1
|
The unamortized discounts for the 2009 and 2005 debentures are amortized over the remaining life of the debt.
|
(In Millions)
|
|
|
||
2017
|
|
$
|
3,500
|
|
2018
|
|
600
|
|
|
2019
|
|
180
|
|
|
2020
|
|
1,750
|
|
|
2021
|
|
2,500
|
|
|
2022 and thereafter
|
|
18,492
|
|
|
Total
|
|
$
|
27,022
|
|
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||||||||||||||||||||||||
|
|
Fair Value Measured and
Recorded at Reporting Date Using
|
|
Total
|
|
Fair Value Measured and
Recorded at Reporting Date Using
|
|
Total
|
||||||||||||||||||||||||
(In Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
|
$
|
—
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
1,829
|
|
|
$
|
—
|
|
|
$
|
1,829
|
|
Financial institution instruments
|
|
1,920
|
|
|
811
|
|
|
—
|
|
|
2,731
|
|
|
8,238
|
|
|
1,277
|
|
|
—
|
|
|
9,515
|
|
||||||||
Government debt
|
|
—
|
|
|
332
|
|
|
—
|
|
|
332
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||||
Reverse repurchase agreements
|
|
—
|
|
|
768
|
|
|
—
|
|
|
768
|
|
|
—
|
|
|
2,368
|
|
|
—
|
|
|
2,368
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
|
391
|
|
|
941
|
|
|
6
|
|
|
1,338
|
|
|
336
|
|
|
764
|
|
|
20
|
|
|
1,120
|
|
||||||||
Financial institution instruments
|
|
119
|
|
|
1,484
|
|
|
—
|
|
|
1,603
|
|
|
145
|
|
|
927
|
|
|
—
|
|
|
1,072
|
|
||||||||
Government debt
|
|
71
|
|
|
213
|
|
|
—
|
|
|
284
|
|
|
65
|
|
|
425
|
|
|
—
|
|
|
490
|
|
||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Asset-backed securities
|
|
—
|
|
|
80
|
|
|
7
|
|
|
87
|
|
|
—
|
|
|
275
|
|
|
94
|
|
|
369
|
|
||||||||
Corporate debt
|
|
2,237
|
|
|
610
|
|
|
—
|
|
|
2,847
|
|
|
1,744
|
|
|
564
|
|
|
—
|
|
|
2,308
|
|
||||||||
Financial institution instruments
|
|
973
|
|
|
671
|
|
|
—
|
|
|
1,644
|
|
|
930
|
|
|
701
|
|
|
—
|
|
|
1,631
|
|
||||||||
Government debt
|
|
2,063
|
|
|
1,673
|
|
|
—
|
|
|
3,736
|
|
|
1,107
|
|
|
1,908
|
|
|
—
|
|
|
3,015
|
|
||||||||
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
|
—
|
|
|
382
|
|
|
—
|
|
|
382
|
|
|
32
|
|
|
412
|
|
|
1
|
|
|
445
|
|
||||||||
Loans receivable
|
|
—
|
|
|
326
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
||||||||
Marketable equity securities
|
|
6,180
|
|
|
—
|
|
|
—
|
|
|
6,180
|
|
|
5,891
|
|
|
69
|
|
|
—
|
|
|
5,960
|
|
||||||||
Other long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
|
1,126
|
|
|
869
|
|
|
6
|
|
|
2,001
|
|
|
407
|
|
|
801
|
|
|
4
|
|
|
1,212
|
|
||||||||
Financial institution instruments
|
|
663
|
|
|
1,095
|
|
|
—
|
|
|
1,758
|
|
|
171
|
|
|
381
|
|
|
—
|
|
|
552
|
|
||||||||
Government debt
|
|
681
|
|
|
276
|
|
|
—
|
|
|
957
|
|
|
79
|
|
|
48
|
|
|
—
|
|
|
127
|
|
||||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative assets
|
|
—
|
|
|
31
|
|
|
9
|
|
|
40
|
|
|
—
|
|
|
30
|
|
|
10
|
|
|
40
|
|
||||||||
Loans receivable
|
|
—
|
|
|
236
|
|
|
—
|
|
|
236
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
||||||||
Total assets measured and recorded at fair value
|
|
16,424
|
|
|
11,296
|
|
|
28
|
|
|
27,748
|
|
|
19,145
|
|
|
13,388
|
|
|
129
|
|
|
32,662
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other accrued liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
—
|
|
|
371
|
|
|
—
|
|
|
371
|
|
|
2
|
|
|
210
|
|
|
—
|
|
|
212
|
|
||||||||
Other long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative liabilities
|
|
—
|
|
|
179
|
|
|
33
|
|
|
212
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||||||
Total liabilities measured and recorded at fair value
|
|
$
|
—
|
|
|
$
|
550
|
|
|
$
|
33
|
|
|
$
|
583
|
|
|
$
|
2
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
$
|
245
|
|
|
|
December 31, 2016
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value Measured Using
|
|
Fair Value
|
||||||||||||||
(In Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||||
Grants receivable
|
|
$
|
361
|
|
|
$
|
—
|
|
|
$
|
362
|
|
|
$
|
—
|
|
|
$
|
362
|
|
Loans receivable
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
265
|
|
Non-marketable cost method investments
|
|
$
|
3,098
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,890
|
|
|
$
|
3,890
|
|
Reverse repurchase agreements
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
250
|
|
|
$
|
—
|
|
|
$
|
250
|
|
Short-term debt
|
|
$
|
4,609
|
|
|
$
|
3,006
|
|
|
$
|
2,114
|
|
|
$
|
—
|
|
|
$
|
5,120
|
|
Long-term debt
|
|
$
|
20,649
|
|
|
$
|
12,171
|
|
|
$
|
9,786
|
|
|
$
|
—
|
|
|
$
|
21,957
|
|
|
|
December 26, 2015
|
||||||||||||||||||
|
|
Carrying
Amount
|
|
Fair Value Measured Using
|
|
Fair Value
|
||||||||||||||
(In Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||||
Grants receivable
|
|
$
|
593
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
600
|
|
Loans receivable
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
315
|
|
|
$
|
—
|
|
|
$
|
315
|
|
Non-marketable cost method investments
|
|
$
|
2,933
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,904
|
|
|
$
|
3,904
|
|
Reverse repurchase agreements
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
Short-term debt
|
|
$
|
2,593
|
|
|
$
|
1,513
|
|
|
$
|
1,563
|
|
|
$
|
—
|
|
|
$
|
3,076
|
|
Long-term debt
|
|
$
|
20,036
|
|
|
$
|
14,058
|
|
|
$
|
6,835
|
|
|
$
|
—
|
|
|
$
|
20,893
|
|
NVIDIA Corporation cross-license agreement liability
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
200
|
|
|
$
|
—
|
|
|
$
|
200
|
|
(In Millions)
|
|
Unrealized Holding Gains (Losses) on Available-for-Sale Investments
|
|
Deferred Tax Asset Valuation Allowance
|
|
Unrealized Holding Gains (Losses) on Derivatives
|
|
Prior Service Credits (Costs)
|
|
Actuarial Gains (Losses)
|
|
Foreign Currency Translation Adjustment
|
|
Total
|
||||||||||||||
December 27, 2014
|
|
$
|
2,459
|
|
|
$
|
26
|
|
|
$
|
(423
|
)
|
|
$
|
(47
|
)
|
|
$
|
(1,004
|
)
|
|
$
|
(345
|
)
|
|
$
|
666
|
|
Other comprehensive income (loss) before reclassifications
|
|
(999
|
)
|
|
—
|
|
|
(298
|
)
|
|
(2
|
)
|
|
73
|
|
|
(187
|
)
|
|
(1,413
|
)
|
|||||||
Amounts reclassified out of accumulated other comprehensive income (loss)
|
|
(93
|
)
|
|
—
|
|
|
522
|
|
|
10
|
|
|
67
|
|
|
—
|
|
|
506
|
|
|||||||
Tax effects
|
|
382
|
|
|
(18
|
)
|
|
(67
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|
17
|
|
|
301
|
|
|||||||
Other comprehensive income (loss)
|
|
(710
|
)
|
|
(18
|
)
|
|
157
|
|
|
7
|
|
|
128
|
|
|
(170
|
)
|
|
(606
|
)
|
|||||||
December 26, 2015
|
|
1,749
|
|
|
8
|
|
|
(266
|
)
|
|
(40
|
)
|
|
(876
|
)
|
|
(515
|
)
|
|
60
|
|
|||||||
Other comprehensive income (loss) before reclassifications
|
|
1,170
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(680
|
)
|
|
(4
|
)
|
|
460
|
|
|||||||
Amounts reclassified out of accumulated other comprehensive income (loss)
|
|
(530
|
)
|
|
—
|
|
|
38
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
(322
|
)
|
|||||||
Tax effects
|
|
(225
|
)
|
|
(8
|
)
|
|
(5
|
)
|
|
—
|
|
|
146
|
|
|
—
|
|
|
(92
|
)
|
|||||||
Other comprehensive income (loss)
|
|
415
|
|
|
(8
|
)
|
|
7
|
|
|
—
|
|
|
(364
|
)
|
|
(4
|
)
|
|
46
|
|
|||||||
December 31, 2016
|
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
(259
|
)
|
|
$
|
(40
|
)
|
|
$
|
(1,240
|
)
|
|
$
|
(519
|
)
|
|
$
|
106
|
|
|
|
Income Before Taxes Impact for Years Ended
(In Millions)
|
|
|
||||||||||
Comprehensive Income Components
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
Location
|
||||||
Unrealized holding gains (losses) on available-for-sale investments:
|
|
|
|
|
|
|
|
|
||||||
|
|
$
|
530
|
|
|
$
|
91
|
|
|
$
|
132
|
|
|
Gains (losses) on equity investments, net
|
|
|
—
|
|
|
2
|
|
|
10
|
|
|
Interest and other, net
|
|||
|
|
530
|
|
|
93
|
|
|
142
|
|
|
|
|||
Unrealized holding gains (losses) on derivatives:
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
|
(65
|
)
|
|
(290
|
)
|
|
(31
|
)
|
|
Cost of sales
|
|||
|
|
7
|
|
|
(177
|
)
|
|
18
|
|
|
Research and development
|
|||
|
|
5
|
|
|
(46
|
)
|
|
2
|
|
|
Marketing, general and administrative
|
|||
|
|
10
|
|
|
—
|
|
|
—
|
|
|
Gains (losses) on equity investments, net
|
|||
Other instruments
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
Cost of sales
|
|||
|
|
1
|
|
|
—
|
|
|
—
|
|
|
Gains (losses) on equity investments, net
|
|||
|
|
4
|
|
|
(9
|
)
|
|
—
|
|
|
Interest and other, net
|
|||
|
|
(38
|
)
|
|
(522
|
)
|
|
(13
|
)
|
|
|
|||
Amortization of pension and postretirement benefit components:
|
|
|
|
|
|
|
|
|
||||||
Prior service credits (costs)
|
|
—
|
|
|
(10
|
)
|
|
(6
|
)
|
|
|
|||
Actuarial gains (losses)
|
|
(170
|
)
|
|
(67
|
)
|
|
(37
|
)
|
|
|
|||
|
|
(170
|
)
|
|
(77
|
)
|
|
(43
|
)
|
|
|
|||
Total amounts reclassified out of accumulated other comprehensive income (loss)
|
|
$
|
322
|
|
|
$
|
(506
|
)
|
|
$
|
86
|
|
|
|
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Foreign currency contracts
|
|
$
|
17,960
|
|
|
$
|
16,721
|
|
|
$
|
21,024
|
|
Interest rate contracts
|
|
14,228
|
|
|
8,812
|
|
|
4,947
|
|
|||
Other
|
|
1,340
|
|
|
1,122
|
|
|
1,105
|
|
|||
Total
|
|
$
|
33,528
|
|
|
$
|
26,655
|
|
|
$
|
27,076
|
|
|
|
December 31, 2016
|
|
December 26, 2015
|
||||||||||||
(In Millions)
|
|
Assets
1
|
|
Liabilities
2
|
|
Assets
1
|
|
Liabilities
2
|
||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
3
|
|
$
|
21
|
|
|
$
|
252
|
|
|
$
|
30
|
|
|
$
|
85
|
|
Interest rate contracts
|
|
3
|
|
|
187
|
|
|
1
|
|
|
14
|
|
||||
Total derivatives designated as hedging instruments
|
|
24
|
|
|
439
|
|
|
31
|
|
|
99
|
|
||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
4
|
|
374
|
|
|
114
|
|
|
408
|
|
|
115
|
|
||||
Interest rate contracts
|
|
15
|
|
|
30
|
|
|
2
|
|
|
29
|
|
||||
Other
|
|
9
|
|
|
—
|
|
|
44
|
|
|
2
|
|
||||
Total derivatives not designated as hedging instruments
|
|
398
|
|
|
144
|
|
|
454
|
|
|
146
|
|
||||
Total derivatives
|
|
$
|
422
|
|
|
$
|
583
|
|
|
$
|
485
|
|
|
$
|
245
|
|
1
|
Derivative assets are recorded as other assets, current and non-current in the consolidated balance sheets.
|
2
|
Derivative liabilities are recorded as other liabilities, current and non-current in the consolidated balance sheets.
|
3
|
The substantial majority of these instruments mature within
12 months
.
|
4
|
The majority of these instruments mature within
12 months
.
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
433
|
|
|
$
|
(368
|
)
|
|
$
|
(42
|
)
|
|
$
|
23
|
|
Reverse repurchase agreements
|
|
1,018
|
|
|
—
|
|
|
1,018
|
|
|
—
|
|
|
(1,018
|
)
|
|
—
|
|
||||||
Total assets
|
|
1,451
|
|
|
—
|
|
|
1,451
|
|
|
(368
|
)
|
|
(1,060
|
)
|
|
23
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities subject to master netting arrangements
|
|
588
|
|
|
—
|
|
|
588
|
|
|
(368
|
)
|
|
(201
|
)
|
|
19
|
|
||||||
Total liabilities
|
|
$
|
588
|
|
|
$
|
—
|
|
|
$
|
588
|
|
|
$
|
(368
|
)
|
|
$
|
(201
|
)
|
|
$
|
19
|
|
|
|
December 26, 2015
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
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
|
|
$
|
482
|
|
|
$
|
—
|
|
|
$
|
482
|
|
|
$
|
(201
|
)
|
|
$
|
(188
|
)
|
|
$
|
93
|
|
Reverse repurchase agreements
|
|
3,368
|
|
|
—
|
|
|
3,368
|
|
|
—
|
|
|
(3,368
|
)
|
|
—
|
|
||||||
Total assets
|
|
3,850
|
|
|
—
|
|
|
3,850
|
|
|
(201
|
)
|
|
(3,556
|
)
|
|
93
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities subject to master netting arrangements
|
|
242
|
|
|
—
|
|
|
242
|
|
|
(201
|
)
|
|
(27
|
)
|
|
14
|
|
||||||
Total liabilities
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
242
|
|
|
$
|
(201
|
)
|
|
$
|
(27
|
)
|
|
$
|
14
|
|
|
|
Gains (Losses)
Recognized in Statement of Income on
Derivatives
|
||||||||||
Years Ended
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Interest rate contracts
|
|
$
|
(171
|
)
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
Hedged items
|
|
171
|
|
|
13
|
|
|
—
|
|
|||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Years Ended
(In Millions) |
|
Location of Gains (Losses)
Recognized in Income on Derivatives
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||
Foreign currency contracts
|
|
Interest and other, net
|
|
$
|
388
|
|
|
$
|
296
|
|
|
$
|
600
|
|
Interest rate contracts
|
|
Interest and other, net
|
|
8
|
|
|
(8
|
)
|
|
(3
|
)
|
|||
Other
|
|
Various
|
|
113
|
|
|
(38
|
)
|
|
62
|
|
|||
Total
|
|
$
|
509
|
|
|
$
|
250
|
|
|
$
|
659
|
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
|
U.S. Postretirement
Medical Benefits
|
||||||||||||||||||
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||||||||
Beginning projected benefit obligation
|
|
$
|
990
|
|
|
$
|
892
|
|
|
$
|
2,140
|
|
|
$
|
2,423
|
|
|
$
|
560
|
|
|
$
|
546
|
|
Service cost
|
|
17
|
|
|
18
|
|
|
113
|
|
|
128
|
|
|
26
|
|
|
30
|
|
||||||
Interest cost
|
|
43
|
|
|
33
|
|
|
63
|
|
|
63
|
|
|
23
|
|
|
21
|
|
||||||
Actuarial (gain) loss
|
|
482
|
|
|
126
|
|
|
93
|
|
|
(250
|
)
|
|
(26
|
)
|
|
(21
|
)
|
||||||
Currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(190
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan settlements
|
|
(162
|
)
|
|
(70
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
9
|
|
|
(9
|
)
|
|
(28
|
)
|
|
(34
|
)
|
|
5
|
|
|
(16
|
)
|
||||||
Ending projected benefit obligation
|
|
$
|
1,379
|
|
|
$
|
990
|
|
|
$
|
2,261
|
|
|
$
|
2,140
|
|
|
$
|
588
|
|
|
$
|
560
|
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
|
U.S. Postretirement
Medical Benefits
|
||||||||||||||||||
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||||||||
Beginning fair value of plan assets
|
|
$
|
627
|
|
|
$
|
623
|
|
|
$
|
1,011
|
|
|
$
|
1,017
|
|
|
$
|
410
|
|
|
$
|
427
|
|
Actual return on plan assets
|
|
41
|
|
|
(4
|
)
|
|
40
|
|
|
42
|
|
|
29
|
|
|
6
|
|
||||||
Employer contributions
|
|
289
|
|
|
90
|
|
|
127
|
|
|
72
|
|
|
—
|
|
|
1
|
|
||||||
Currency exchange rate changes
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
||||||
Plan settlements
|
|
(162
|
)
|
|
(70
|
)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid to plan participants
|
|
(11
|
)
|
|
—
|
|
|
(73
|
)
|
|
(84
|
)
|
|
(26
|
)
|
|
(17
|
)
|
||||||
Other
|
|
(2
|
)
|
|
(12
|
)
|
|
(125
|
)
|
|
30
|
|
|
(4
|
)
|
|
(7
|
)
|
||||||
Ending fair value of plan assets
|
|
$
|
782
|
|
|
$
|
627
|
|
|
$
|
914
|
|
|
$
|
1,011
|
|
|
$
|
409
|
|
|
$
|
410
|
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
|
U.S. Postretirement
Medical Benefits
|
||||||||||||||||||
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||||||||
Other long-term assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation and benefits
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other long-term liabilities
|
|
(597
|
)
|
|
(363
|
)
|
|
(1,343
|
)
|
|
(1,144
|
)
|
|
(179
|
)
|
|
(150
|
)
|
||||||
Accumulated other comprehensive loss (income), before tax
|
|
548
|
|
|
158
|
|
|
1,055
|
|
|
908
|
|
|
12
|
|
|
39
|
|
||||||
Net amount recognized
|
|
$
|
(49
|
)
|
|
$
|
(205
|
)
|
|
$
|
(292
|
)
|
|
$
|
(221
|
)
|
|
$
|
(167
|
)
|
|
$
|
(111
|
)
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
|
U.S. Postretirement
Medical Benefits
|
||||||||||||||||||
(In Millions) |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||||||||
Net prior service credit (cost)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
(12
|
)
|
|
$
|
(38
|
)
|
|
$
|
(43
|
)
|
Net actuarial gain (loss)
|
|
(548
|
)
|
|
(158
|
)
|
|
(1,038
|
)
|
|
(896
|
)
|
|
26
|
|
|
4
|
|
||||||
Accumulated other comprehensive income (loss), before tax
|
|
$
|
(548
|
)
|
|
$
|
(158
|
)
|
|
$
|
(1,055
|
)
|
|
$
|
(908
|
)
|
|
$
|
(12
|
)
|
|
$
|
(39
|
)
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
||||||||||||
(In Millions)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||||
Plans with accumulated benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligations
|
|
$
|
1,282
|
|
|
$
|
899
|
|
|
$
|
1,694
|
|
|
$
|
1,239
|
|
Plan assets
|
|
$
|
782
|
|
|
$
|
627
|
|
|
$
|
914
|
|
|
$
|
645
|
|
Plans with projected benefit obligations in excess of plan assets:
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligations
|
|
$
|
1,379
|
|
|
$
|
990
|
|
|
$
|
2,261
|
|
|
$
|
2,079
|
|
Plan assets
|
|
$
|
782
|
|
|
$
|
627
|
|
|
$
|
914
|
|
|
$
|
934
|
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension
Benefits
|
|
U.S. Postretirement
Medical Benefits
|
||||||||||||
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
||||||
Discount rate
|
|
4.3
|
%
|
|
4.0
|
%
|
|
2.5
|
%
|
|
3.1
|
%
|
|
4.2
|
%
|
|
4.1
|
%
|
Rate of compensation increase
|
|
3.6
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|
3.8
|
%
|
|
n/a
|
|
|
n/a
|
|
|
|
U.S. Pension Benefits
|
|
Non-U.S. Pension Benefits
|
|
U.S. Postretirement
Medical Benefits
|
|||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Discount rate
|
|
3.7
|
%
|
|
3.8
|
%
|
|
4.6
|
%
|
|
3.1
|
%
|
|
2.8
|
%
|
|
4.0
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|
4.6
|
%
|
Expected long-term rate of return on plan assets
|
|
5.6
|
%
|
|
6.1
|
%
|
|
5.4
|
%
|
|
5.5
|
%
|
|
5.7
|
%
|
|
5.7
|
%
|
|
7.0
|
%
|
|
7.4
|
%
|
|
7.4
|
%
|
Rate of compensation increase
|
|
3.7
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
3.8
|
%
|
|
4.0
|
%
|
|
4.1
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
|
December 31, 2016
|
|
Dec 26,
2015 |
||||||||||||||||
|
|
Fair Value Measured at Reporting Date Using
|
|
|
|
|
||||||||||||||
(In Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total
|
||||||||||
Equity securities
|
|
$
|
80
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
56
|
|
Fixed income
|
|
20
|
|
|
187
|
|
|
51
|
|
|
258
|
|
|
200
|
|
|||||
Other investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Assets measured by fair value hierarchy
|
|
$
|
100
|
|
|
$
|
188
|
|
|
$
|
51
|
|
|
$
|
339
|
|
|
$
|
260
|
|
Assets measured at net asset value
|
|
|
|
|
|
|
|
436
|
|
|
367
|
|
||||||||
Cash
|
|
|
|
|
|
|
|
7
|
|
|
—
|
|
||||||||
Total U.S. pension plan assets at fair value
|
|
|
|
|
|
|
|
$
|
782
|
|
|
$
|
627
|
|
|
|
December 31, 2016
|
|
Dec 26,
2015 |
||||||||||||||||
|
|
Fair Value Measured at Reporting Date Using
|
|
|
|
|
||||||||||||||
(In Millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Total
|
||||||||||
Equity securities
|
|
$
|
231
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
247
|
|
|
$
|
238
|
|
Fixed income
|
|
—
|
|
|
30
|
|
|
16
|
|
|
46
|
|
|
99
|
|
|||||
Assets measured by fair value hierarchy
|
|
$
|
231
|
|
|
$
|
30
|
|
|
$
|
32
|
|
|
$
|
293
|
|
|
$
|
337
|
|
Assets measured at net asset value
|
|
|
|
|
|
|
|
608
|
|
|
652
|
|
||||||||
Cash
|
|
|
|
|
|
|
|
13
|
|
|
22
|
|
||||||||
Total non-U.S. plan assets at fair value
|
|
|
|
|
|
|
|
$
|
914
|
|
|
$
|
1,011
|
|
(In Millions)
|
|
U.S. Pension
Benefits
|
|
Non-U.S.
Pension
Benefits
|
|
U.S.
Postretirement
Medical
Benefits
|
||||||
2017
|
|
$
|
80
|
|
|
$
|
23
|
|
|
$
|
29
|
|
2018
|
|
$
|
88
|
|
|
$
|
25
|
|
|
$
|
31
|
|
2019
|
|
$
|
85
|
|
|
$
|
25
|
|
|
$
|
33
|
|
2020
|
|
$
|
85
|
|
|
$
|
28
|
|
|
$
|
35
|
|
2021
|
|
$
|
89
|
|
|
$
|
30
|
|
|
$
|
38
|
|
2022-2026
|
|
$
|
415
|
|
|
$
|
213
|
|
|
$
|
238
|
|
|
|
RSUs and OSUs
|
|
Stock Purchase Plan
|
||||||||||||||||||||
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
||||||||||||
Estimated values
|
|
$
|
29.76
|
|
|
$
|
31.63
|
|
|
$
|
25.40
|
|
|
$
|
6.70
|
|
|
$
|
6.56
|
|
|
$
|
5.87
|
|
Risk-free interest rate
|
|
0.9
|
%
|
|
0.6
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
||||||
Dividend yield
|
|
3.3
|
%
|
|
2.9
|
%
|
|
3.3
|
%
|
|
3.2
|
%
|
|
3.1
|
%
|
|
3.2
|
%
|
||||||
Volatility
|
|
23
|
%
|
|
27
|
%
|
|
23
|
%
|
|
22
|
%
|
|
25
|
%
|
|
22
|
%
|
||||||
Expected life (in years)
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
|
Number of
RSUs
(In Millions)
|
|
Weighted
Average
Grant-Date
Fair Value
|
|||
December 26, 2015
|
|
107.4
|
|
|
$
|
26.93
|
|
Granted
|
|
53.1
|
|
|
$
|
29.76
|
|
Assumed in acquisition
|
|
7.3
|
|
|
$
|
33.79
|
|
Vested
|
|
(50.0
|
)
|
|
$
|
26.29
|
|
Forfeited
|
|
(11.0
|
)
|
|
$
|
28.10
|
|
December 31, 2016
|
|
106.8
|
|
|
$
|
28.99
|
|
Expected to vest as of December 31, 2016
|
99.9
|
|
|
$
|
28.99
|
|
|
|
Number of
Options
(In Millions)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(In Years)
|
|
Aggregate
Intrinsic
Value
(In Millions)
|
|||||
Vested
|
|
16.6
|
|
|
$
|
23.81
|
|
|
2.1
|
|
$
|
207
|
|
Expected to vest
|
|
2.9
|
|
|
$
|
23.33
|
|
|
3.3
|
|
$
|
38
|
|
Total
|
|
19.5
|
|
|
$
|
23.74
|
|
|
2.3
|
|
$
|
245
|
|
(In Millions)
|
|
|
||
2017
|
|
$
|
229
|
|
2018
|
|
184
|
|
|
2019
|
|
158
|
|
|
2020
|
|
133
|
|
|
2021
|
|
100
|
|
|
2022 and thereafter
|
|
422
|
|
|
Total
|
|
$
|
1,226
|
|
2016 for Quarter Ended
(In Millions, Except Per Share Amounts) |
|
December 31
|
|
October 1
|
|
July 2
|
|
April 2
|
||||||||
Net revenue
|
|
$
|
16,374
|
|
|
$
|
15,778
|
|
|
$
|
13,533
|
|
|
$
|
13,702
|
|
Gross margin
|
|
$
|
10,105
|
|
|
$
|
9,983
|
|
|
$
|
7,973
|
|
|
$
|
8,130
|
|
Net income
|
|
$
|
3,562
|
|
|
$
|
3,378
|
|
|
$
|
1,330
|
|
|
$
|
2,046
|
|
Basic earnings per share of common stock
|
|
$
|
0.75
|
|
|
$
|
0.71
|
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
Diluted earnings per share of common stock
|
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
0.27
|
|
|
$
|
0.42
|
|
Dividends per share of common stock:
|
|
|
|
|
|
|
|
|
||||||||
Declared
|
|
$
|
—
|
|
|
$
|
0.52
|
|
|
$
|
—
|
|
|
$
|
0.52
|
|
Paid
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
Market price range common stock
1
:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
38.10
|
|
|
$
|
37.75
|
|
|
$
|
32.99
|
|
|
$
|
35.44
|
|
Low
|
|
$
|
33.61
|
|
|
$
|
32.68
|
|
|
$
|
29.63
|
|
|
$
|
28.22
|
|
2015 for Quarter Ended
(In Millions, Except Per Share Amounts) |
|
December 26
|
|
September 26
|
|
June 27
|
|
March 28
|
||||||||
Net revenue
|
|
$
|
14,914
|
|
|
$
|
14,465
|
|
|
$
|
13,195
|
|
|
$
|
12,781
|
|
Gross margin
|
|
$
|
9,590
|
|
|
$
|
9,111
|
|
|
$
|
8,248
|
|
|
$
|
7,730
|
|
Net income
|
|
$
|
3,613
|
|
|
$
|
3,109
|
|
|
$
|
2,706
|
|
|
$
|
1,992
|
|
Basic earnings per share of common stock
|
|
$
|
0.77
|
|
|
$
|
0.65
|
|
|
$
|
0.57
|
|
|
$
|
0.42
|
|
Diluted earnings per share of common stock
|
|
$
|
0.74
|
|
|
$
|
0.64
|
|
|
$
|
0.55
|
|
|
$
|
0.41
|
|
Dividends per share of common stock:
|
|
|
|
|
|
|
|
|
||||||||
Declared
|
|
$
|
—
|
|
|
$
|
0.48
|
|
|
$
|
—
|
|
|
$
|
0.48
|
|
Paid
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
|
$
|
0.24
|
|
Market price range common stock
1
:
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
35.30
|
|
|
$
|
30.56
|
|
|
$
|
34.46
|
|
|
$
|
37.18
|
|
Low
|
|
$
|
28.76
|
|
|
$
|
25.87
|
|
|
$
|
30.81
|
|
|
$
|
29.89
|
|
1
|
Intel’s common stock (symbol INTC) trades on the NASDAQ Global Select Market. All stock prices are closing prices per the NASDAQ Global Select Market.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
1.
|
Financial Statements: See "Index to Consolidated Financial Statements" in Part II, Item 8 of this Form 10-K.
|
2.
|
Financial Statement Schedule: See "Schedule II—Valuation and Qualifying Accounts" in this section of this Form 10-K.
|
3.
|
Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Form 10-K.
|
•
|
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.
|
Years Ended
(In Millions) |
|
Balance at Beginning of Year
|
|
Additions Charged to Expenses/
Other Accounts
|
|
Net
(Deductions)
Recoveries
|
|
Balance at
End of Year
|
||||||||
Valuation allowance for deferred tax assets
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2016
|
|
$
|
701
|
|
|
$
|
261
|
|
|
$
|
(9
|
)
|
|
$
|
953
|
|
December 26, 2015
|
|
$
|
595
|
|
|
$
|
190
|
|
|
$
|
(84
|
)
|
|
$
|
701
|
|
December 27, 2014
|
|
$
|
456
|
|
|
$
|
128
|
|
|
$
|
11
|
|
|
$
|
595
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
2.1
|
|
Agreement and Plan of Merger among Intel Corporation, 615 Corporation and Altera Corporation, dated as of May 31, 2015
|
|
8-K
|
|
000-06217
|
|
2.1
|
|
|
6/1/2015
|
|
|
3.1
|
|
Intel Corporation Third Restated Certificate of Incorporation of Intel Corporation dated May 17, 2006
|
|
8-K
|
|
000-06217
|
|
3.1
|
|
|
5/22/2006
|
|
|
3.2
|
|
Intel Corporation Bylaws, as amended and restated on January 21, 2016
|
|
8-K
|
|
000-06217
|
|
3.2
|
|
|
1/26/2016
|
|
|
4.2.1
|
|
Indenture for the Registrant’s 2.95% Junior Subordinated Convertible Debentures due 2035 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.), dated as of December 16, 2005 (the "Convertible Note Indenture")
|
|
10-K
|
|
000-06217
|
|
4.2
|
|
|
2/27/2006
|
|
|
4.2.2
|
|
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
|
|
|
4.2.3
|
|
First Supplemental Indenture to Convertible Note Indenture, dated as of July 25, 2007
|
|
10-K
|
|
000-06217
|
|
4.2.3
|
|
|
2/20/2008
|
|
|
4.2.4
|
|
First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007
|
|
10-K
|
|
000-06217
|
|
4.2.4
|
|
|
2/20/2008
|
|
|
4.2.5
|
|
Indenture for the Registrant’s 3.25% Junior Subordinated Convertible Debentures due 2039 between Intel Corporation and Wells Fargo Bank, National Association, dated as of July 27, 2009
|
|
10-Q
|
|
000-06217
|
|
4.1
|
|
|
11/2/2009
|
|
|
4.2.6
|
|
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
|
|
|
4.2.7
|
|
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
|
|
|
4.2.8
|
|
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
|
|
|
4.2.9
|
|
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
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
4.2.10
|
|
Sixth Supplemental Indenture to Open-Ended Indenture, dated as of August 11, 2015, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services Limited, UK Branch, as paying agent
|
|
8-K
|
|
000-06217
|
|
4.2
|
|
|
8/11/2015
|
|
|
4.2.11
|
|
Seventh Supplemental Indenture to Open-Ended Indenture, dated as of December 14, 2015, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services Limited, UK Branch, as paying agent
|
|
8-K
|
|
000-06217
|
|
4.1
|
|
|
12/14/2015
|
|
|
4.2.12
|
|
Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, among Intel Corporation and Wells Fargo Bank, National Association, as successor trustee
|
|
8-K
|
|
000-06217
|
|
4.1
|
|
|
5/19/2016
|
|
|
4.2.13
|
|
Guarantee dated December 28, 2015 by Intel Corporation in favor of U.S. Bank, National Association, as Trustee for the holders of Altera’s 1.750% Senior Notes due 2017, 2.500% Senior Notes due 2018 and 4.100% Senior Notes due 2023.
|
|
8-K
|
|
000-06217
|
|
99.2
|
|
|
12/28/2015
|
|
|
|
|
Certain instruments defining the rights of holders of long-term debt of Intel Corporation are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Intel Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, copies of such instruments.
|
|
|
|
|
|
|
|
|
|
|
|
10.1**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 17, 2006
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
5/22/2006
|
|
|
10.1.1**
|
|
Form of Notice of Grant—Restricted Stock Units
|
|
8-K
|
|
000-06217
|
|
10.13
|
|
|
7/6/2006
|
|
|
10.1.2**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions relating to Non-Qualified Stock Options granted on and after May 17, 2006 and before January 19, 2008 under the 2006 Equity Incentive Plan (standard option program)
|
|
8-K
|
|
000-06217
|
|
10.14
|
|
|
7/6/2006
|
|
|
10.1.3**
|
|
Intel Corporation Nonqualified Stock Option Agreement under the 2006 Equity Incentive Plan (for options granted after May 17, 2006 and before January 19, 2008 under the standard program)
|
|
8-K
|
|
000-06217
|
|
10.15
|
|
|
7/6/2006
|
|
|
10.1.4**
|
|
Intel Corporation 2006 Equity Incentive Plan Terms and Conditions relating to Nonqualified Stock Options granted on and after May 17, 2006 and before January 19, 2008 under the 2006 Equity Incentive Plan (for options granted under the ELTSOP option program)
|
|
8-K
|
|
000-06217
|
|
10.19
|
|
|
7/6/2006
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.1.5**
|
|
Form of Notice of Grant—Nonqualified Stock Options
|
|
8-K
|
|
000-06217
|
|
10.24
|
|
|
7/6/2006
|
|
|
10.1.6**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 16, 2007
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
5/16/2007
|
|
|
10.1.7**
|
|
Form of Terms and Conditions Relating to Nonqualified Options Granted to Paul Otellini under the 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
4/30/2009
|
|
|
10.1.8**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 20, 2009
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
5/22/2009
|
|
|
10.1.9**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Director RSU program)
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
4/27/2015
|
|
|
10.1.10**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Director OSU program)
|
|
10-Q
|
|
000-06217
|
|
10.2
|
|
|
4/27/2015
|
|
|
10.1.11**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Executive RSU program)
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
4/27/2015
|
|
|
10.1.12**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Executive OSU program)
|
|
10-Q
|
|
000-06217
|
|
10.4
|
|
|
4/27/2015
|
|
|
10.1.13**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted after January 17, 2008)
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
8/3/2009
|
|
|
10.1.14**
|
|
Form of Notice of Grant - Restricted Stock Units
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
8/3/2009
|
|
|
10.1.15**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted after January 20, 2011 under the standard Management Committee Member-Restricted Stock Unit program)
|
|
8-K
|
|
000-06217
|
|
99.1
|
|
|
1/26/2011
|
|
|
10.1.16**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on and after January 20, 2011 and before January 24, 2012 under the standard OSU program)
|
|
8-K
|
|
000-06217
|
|
99.2
|
|
|
1/26/2011
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.1.17**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 20, 2011 and before January 24, 2012 under the 2006 Equity Incentive Plan (standard OSU program)
|
|
8-K
|
|
000-06217
|
|
99.3
|
|
|
1/26/2011
|
|
|
10.1.18**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 20, 2011 under the 2006 Equity Incentive Plan (standard Management Committee Member -Restricted Stock Unit program)
|
|
8-K
|
|
000-06217
|
|
99.4
|
|
|
1/26/2011
|
|
|
10.1.19**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 19, 2011
|
|
S-8
|
|
333-175123
|
|
99.1
|
|
|
6/24/2011
|
|
|
10.1.20**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 24, 2012 with Year 2 to Year 5 Vesting)
|
|
10-K
|
|
000-06217
|
|
10.56
|
|
|
2/23/2012
|
|
|
10.1.21**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 24, 2012 under the 2006 Equity Incentive Plan (with Year 2 to 5 Vesting)
|
|
10-K
|
|
000-06217
|
|
10.57
|
|
|
2/23/2012
|
|
|
10.1.22**
|
|
Amendment to All Grant Agreements of Restricted Stock Units and Stock Options granted under the 2006 Equity Incentive Plan (elimination of leave of absence provisions and the addition of the ability to change the grant agreement as laws change)
|
|
10-Q
|
|
000-06217
|
|
10.6
|
|
|
5/2/2008
|
|
|
10.1.23**
|
|
Amendment to the Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 24, 2012 with Year 2 to Year 5 Vesting) and the Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 24, 2012 under the 2006 Equity Incentive Plan (with Year 2 to 5 Vesting)
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
4/29/2013
|
|
|
10.1.24**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 16, 2013
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
7/29/2013
|
|
|
10.1.25**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 23, 2014 under the 2006 Equity Incentive Plan (standard OSU program)
|
|
10-Q
|
|
000-06271
|
|
10.1
|
|
|
10/29/2014
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.1.26**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after July 1, 2014 under the OSU program)
|
|
10-Q
|
|
000-06217
|
|
10.2
|
|
|
10/29/2014
|
|
|
10.1.27**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted to executives with annual vesting over 3 years)
|
|
|
|
|
|
|
|
|
|
X
|
|
10.1.28**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 21, 2015
|
|
10-Q
|
|
000-06217
|
|
10.2
|
|
|
7/27/2015
|
|
|
10.2**
|
|
Intel Corporation 2007 Executive Officer Incentive Plan, effective as of January 1, 2007
|
|
8-K
|
|
000-06217
|
|
10.2
|
|
|
5/16/2007
|
|
|
10.2.1**
|
|
Amendment to the Intel Corporation 2007 Executive Officer Incentive Plan, effective as of January 1, 2012
|
|
10-K
|
|
000-06217
|
|
10.31
|
|
|
2/23/2012
|
|
|
10.2.2**
|
|
Intel Corporation 2014 Annual Performance Bonus Plan (amended and restated, effective January 1, 2014)
|
|
10-K
|
|
000-06217
|
|
10.9.2
|
|
|
2/14/2014
|
|
|
10.3**
|
|
Intel Corporation Deferral Plan for Outside Directors, effective July 1, 1998
|
|
10-K
|
|
333-45395
|
|
10.6
|
|
|
3/26/1999
|
|
|
10.4**
|
|
Form of Indemnification Agreement with Directors and Executive Officers
|
|
10-K
|
|
000-06217
|
|
10.15
|
|
|
2/22/2005
|
|
|
10.5**
|
|
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
|
|
|
10.6**
|
|
Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective January 1, 2009
|
|
S-8
|
|
333-172024
|
|
99.1
|
|
|
2/2/2011
|
|
|
10.7**
|
|
Intel Corporation 2006 Stock Purchase Plan, approved May 17, 2006 and effective July 31, 2006
|
|
S-8
|
|
333-135178
|
|
99.1
|
|
|
6/21/2006
|
|
|
10.7.1**
|
|
Amendment to the Intel Corporation 2006 Stock Purchase Plan, effective February 20, 2009
|
|
10-K
|
|
000-06217
|
|
10.45
|
|
|
2/23/2009
|
|
|
10.7.2**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective May 19, 2011
|
|
S-8
|
|
333-175123
|
|
99.2
|
|
|
6/24/2011
|
|
|
10.7.3**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective July 19, 2011
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
8/8/2011
|
|
|
10.7.4**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective May 21, 2015
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
7/27/2015
|
|
|
10.7.5**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective January 1, 2017
|
|
|
|
|
|
|
|
|
|
X
|
|
10.8**
|
|
Intel Corporation Special Deferred Compensation Plan
|
|
S-8
|
|
333-45395
|
|
4.1
|
|
|
2/2/1998
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.9**
|
|
Intel Corporation 2006 Deferral Plan for Outside Directors, effective November 15, 2006
|
|
10-K
|
|
000-06217
|
|
10.41
|
|
|
2/26/2007
|
|
|
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, Portions of this exhibit have been omitted pursuant to an order granting confidential treatment.
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
1/10/2011
|
|
|
10.12
|
|
Transition Agreement between Intel Corporation and Reneé J. James dated July 01, 2015
|
|
10-Q
|
|
000-06217
|
|
10.4
|
|
|
7/27/2015
|
|
|
10.13**
|
|
Offer Letter by and between Intel Corporation and Dr. Venkata S.M. "Murthy" Renduchintala dated November 17, 2015
|
|
10-K
|
|
000-06217
|
|
10.14**
|
|
|
2/12/2016
|
|
|
10.14**
|
|
Offer Letter by and between Intel Corporation and Robert H. Swan dated September 15, 2016
|
|
10-Q
|
|
000-06217
|
|
10.1**
|
|
|
|
|
|
12.1
|
|
Statement Setting Forth the Computation of Ratios of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
X
|
|
21.1
|
|
Intel Corporation Subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
Certification of Chief Financial Officer and Principal Accounting 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 and Principal Accounting Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
2.1
|
|
Agreement and Plan of Merger among Intel Corporation, 615 Corporation and Altera Corporation, dated as of May 31, 2015
|
|
8-K
|
|
000-06217
|
|
2.1
|
|
|
6/1/2015
|
|
|
3.1
|
|
Intel Corporation Third Restated Certificate of Incorporation of Intel Corporation dated May 17, 2006
|
|
8-K
|
|
000-06217
|
|
3.1
|
|
|
5/22/2006
|
|
|
3.2
|
|
Intel Corporation Bylaws, as amended and restated on January 21, 2016
|
|
8-K
|
|
000-06217
|
|
3.2
|
|
|
1/26/2016
|
|
|
4.2.1
|
|
Indenture for the Registrant’s 2.95% Junior Subordinated Convertible Debentures due 2035 between Intel Corporation and Wells Fargo Bank, National Association (as successor to Citibank N.A.), dated as of December 16, 2005 (the "Convertible Note Indenture")
|
|
10-K
|
|
000-06217
|
|
4.2
|
|
|
2/27/2006
|
|
|
4.2.2
|
|
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
|
|
|
4.2.3
|
|
First Supplemental Indenture to Convertible Note Indenture, dated as of July 25, 2007
|
|
10-K
|
|
000-06217
|
|
4.2.3
|
|
|
2/20/2008
|
|
|
4.2.4
|
|
First Supplemental Indenture to Open-Ended Indenture, dated as of December 3, 2007
|
|
10-K
|
|
000-06217
|
|
4.2.4
|
|
|
2/20/2008
|
|
|
4.2.5
|
|
Indenture for the Registrant’s 3.25% Junior Subordinated Convertible Debentures due 2039 between Intel Corporation and Wells Fargo Bank, National Association, dated as of July 27, 2009
|
|
10-Q
|
|
000-06217
|
|
4.1
|
|
|
11/2/2009
|
|
|
4.2.6
|
|
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
|
|
|
4.2.7
|
|
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
|
|
|
4.2.8
|
|
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
|
|
|
4.2.9
|
|
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
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
4.2.10
|
|
Sixth Supplemental Indenture to Open-Ended Indenture, dated as of August 11, 2015, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services Limited, UK Branch, as paying agent
|
|
8-K
|
|
000-06217
|
|
4.2
|
|
|
8/11/2015
|
|
|
4.2.11
|
|
Seventh Supplemental Indenture to Open-Ended Indenture, dated as of December 14, 2015, among Intel Corporation, Wells Fargo Bank, National Association, as successor trustee, and Elavon Financial Services Limited, UK Branch, as paying agent
|
|
8-K
|
|
000-06217
|
|
4.1
|
|
|
12/14/2015
|
|
|
4.2.12
|
|
Eighth Supplemental Indenture to Open-Ended Indenture, dated as of May 19, 2016, among Intel Corporation and Wells Fargo Bank, National Association, as successor trustee
|
|
8-K
|
|
000-06217
|
|
4.1
|
|
|
5/19/2016
|
|
|
4.2.13
|
|
Guarantee dated December 28, 2015 by Intel Corporation in favor of U.S. Bank, National Association, as Trustee for the holders of Altera’s 1.750% Senior Notes due 2017, 2.500% Senior Notes due 2018 and 4.100% Senior Notes due 2023.
|
|
8-K
|
|
000-06217
|
|
99.2
|
|
|
12/28/2015
|
|
|
|
|
Certain instruments defining the rights of holders of long-term debt of Intel Corporation are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Intel Corporation hereby agrees to furnish to the Securities and Exchange Commission, upon request, copies of such instruments.
|
|
|
|
|
|
|
|
|
|
|
|
10.1**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 17, 2006
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
5/22/2006
|
|
|
10.1.1**
|
|
Form of Notice of Grant—Restricted Stock Units
|
|
8-K
|
|
000-06217
|
|
10.13
|
|
|
7/6/2006
|
|
|
10.1.2**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions relating to Non-Qualified Stock Options granted on and after May 17, 2006 and before January 19, 2008 under the 2006 Equity Incentive Plan (standard option program)
|
|
8-K
|
|
000-06217
|
|
10.14
|
|
|
7/6/2006
|
|
|
10.1.3**
|
|
Intel Corporation Nonqualified Stock Option Agreement under the 2006 Equity Incentive Plan (for options granted after May 17, 2006 and before January 19, 2008 under the standard program)
|
|
8-K
|
|
000-06217
|
|
10.15
|
|
|
7/6/2006
|
|
|
10.1.4**
|
|
Intel Corporation 2006 Equity Incentive Plan Terms and Conditions relating to Nonqualified Stock Options granted on and after May 17, 2006 and before January 19, 2008 under the 2006 Equity Incentive Plan (for options granted under the ELTSOP option program)
|
|
8-K
|
|
000-06217
|
|
10.19
|
|
|
7/6/2006
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.1.5**
|
|
Form of Notice of Grant—Nonqualified Stock Options
|
|
8-K
|
|
000-06217
|
|
10.24
|
|
|
7/6/2006
|
|
|
10.1.6**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 16, 2007
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
5/16/2007
|
|
|
10.1.7**
|
|
Form of Terms and Conditions Relating to Nonqualified Options Granted to Paul Otellini under the 2006 Equity Incentive Plan
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
4/30/2009
|
|
|
10.1.8**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 20, 2009
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
5/22/2009
|
|
|
10.1.9**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Director RSU program)
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
4/27/2015
|
|
|
10.1.10**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Director OSU program)
|
|
10-Q
|
|
000-06217
|
|
10.2
|
|
|
4/27/2015
|
|
|
10.1.11**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Executive RSU program)
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
4/27/2015
|
|
|
10.1.12**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 23, 2015 under the Executive OSU program)
|
|
10-Q
|
|
000-06217
|
|
10.4
|
|
|
4/27/2015
|
|
|
10.1.13**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted after January 17, 2008)
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
8/3/2009
|
|
|
10.1.14**
|
|
Form of Notice of Grant - Restricted Stock Units
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
8/3/2009
|
|
|
10.1.15**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted after January 20, 2011 under the standard Management Committee Member-Restricted Stock Unit program)
|
|
8-K
|
|
000-06217
|
|
99.1
|
|
|
1/26/2011
|
|
|
10.1.16**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on and after January 20, 2011 and before January 24, 2012 under the standard OSU program)
|
|
8-K
|
|
000-06217
|
|
99.2
|
|
|
1/26/2011
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.1.17**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 20, 2011 and before January 24, 2012 under the 2006 Equity Incentive Plan (standard OSU program)
|
|
8-K
|
|
000-06217
|
|
99.3
|
|
|
1/26/2011
|
|
|
10.1.18**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 20, 2011 under the 2006 Equity Incentive Plan (standard Management Committee Member -Restricted Stock Unit program)
|
|
8-K
|
|
000-06217
|
|
99.4
|
|
|
1/26/2011
|
|
|
10.1.19**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 19, 2011
|
|
S-8
|
|
333-175123
|
|
99.1
|
|
|
6/24/2011
|
|
|
10.1.20**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 24, 2012 with Year 2 to Year 5 Vesting)
|
|
10-K
|
|
000-06217
|
|
10.56
|
|
|
2/23/2012
|
|
|
10.1.21**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 24, 2012 under the 2006 Equity Incentive Plan (with Year 2 to 5 Vesting)
|
|
10-K
|
|
000-06217
|
|
10.57
|
|
|
2/23/2012
|
|
|
10.1.22**
|
|
Amendment to All Grant Agreements of Restricted Stock Units and Stock Options granted under the 2006 Equity Incentive Plan (elimination of leave of absence provisions and the addition of the ability to change the grant agreement as laws change)
|
|
10-Q
|
|
000-06217
|
|
10.6
|
|
|
5/2/2008
|
|
|
10.1.23**
|
|
Amendment to the Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after January 24, 2012 with Year 2 to Year 5 Vesting) and the Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 24, 2012 under the 2006 Equity Incentive Plan (with Year 2 to 5 Vesting)
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
4/29/2013
|
|
|
10.1.24**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 16, 2013
|
|
10-Q
|
|
000-06217
|
|
10.1
|
|
|
7/29/2013
|
|
|
10.1.25**
|
|
Intel Corporation 2006 Equity Incentive Plan Standard Terms and Conditions Relating to Restricted Stock Units Granted on and after January 23, 2014 under the 2006 Equity Incentive Plan (standard OSU program)
|
|
10-Q
|
|
000-06271
|
|
10.1
|
|
|
10/29/2014
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.1.26**
|
|
Intel Corporation Non-Employee Director Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted on or after July 1, 2014 under the OSU program)
|
|
10-Q
|
|
000-06217
|
|
10.2
|
|
|
10/29/2014
|
|
|
10.1.27**
|
|
Intel Corporation Restricted Stock Unit Agreement under the 2006 Equity Incentive Plan (for RSUs granted to executives with annual vesting over 3 years)
|
|
|
|
|
|
|
|
|
|
X
|
|
10.1.28**
|
|
Intel Corporation 2006 Equity Incentive Plan, as amended and restated, effective May 21, 2015
|
|
10-Q
|
|
000-06217
|
|
10.2
|
|
|
7/27/2015
|
|
|
10.2**
|
|
Intel Corporation 2007 Executive Officer Incentive Plan, effective as of January 1, 2007
|
|
8-K
|
|
000-06217
|
|
10.2
|
|
|
5/16/2007
|
|
|
10.2.1**
|
|
Amendment to the Intel Corporation 2007 Executive Officer Incentive Plan, effective as of January 1, 2012
|
|
10-K
|
|
000-06217
|
|
10.31
|
|
|
2/23/2012
|
|
|
10.2.2**
|
|
Intel Corporation 2014 Annual Performance Bonus Plan (amended and restated, effective January 1, 2014)
|
|
10-K
|
|
000-06217
|
|
10.9.2
|
|
|
2/14/2014
|
|
|
10.3**
|
|
Intel Corporation Deferral Plan for Outside Directors, effective July 1, 1998
|
|
10-K
|
|
333-45395
|
|
10.6
|
|
|
3/26/1999
|
|
|
10.4**
|
|
Form of Indemnification Agreement with Directors and Executive Officers
|
|
10-K
|
|
000-06217
|
|
10.15
|
|
|
2/22/2005
|
|
|
10.5**
|
|
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
|
|
|
10.6**
|
|
Intel Corporation Sheltered Employee Retirement Plan Plus, as amended and restated, effective January 1, 2009
|
|
S-8
|
|
333-172024
|
|
99.1
|
|
|
2/2/2011
|
|
|
10.7**
|
|
Intel Corporation 2006 Stock Purchase Plan, approved May 17, 2006 and effective July 31, 2006
|
|
S-8
|
|
333-135178
|
|
99.1
|
|
|
6/21/2006
|
|
|
10.7.1**
|
|
Amendment to the Intel Corporation 2006 Stock Purchase Plan, effective February 20, 2009
|
|
10-K
|
|
000-06217
|
|
10.45
|
|
|
2/23/2009
|
|
|
10.7.2**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective May 19, 2011
|
|
S-8
|
|
333-175123
|
|
99.2
|
|
|
6/24/2011
|
|
|
10.7.3**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective July 19, 2011
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
8/8/2011
|
|
|
10.7.4**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective May 21, 2015
|
|
10-Q
|
|
000-06217
|
|
10.3
|
|
|
7/27/2015
|
|
|
10.7.5**
|
|
Intel Corporation 2006 Stock Purchase Plan, as amended and restated, effective January 1, 2017
|
|
|
|
|
|
|
|
|
|
X
|
|
10.8**
|
|
Intel Corporation Special Deferred Compensation Plan
|
|
S-8
|
|
333-45395
|
|
4.1
|
|
|
2/2/1998
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
10.9**
|
|
Intel Corporation 2006 Deferral Plan for Outside Directors, effective November 15, 2006
|
|
10-K
|
|
000-06217
|
|
10.41
|
|
|
2/26/2007
|
|
|
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, Portions of this exhibit have been omitted pursuant to an order granting confidential treatment.
|
|
8-K
|
|
000-06217
|
|
10.1
|
|
|
1/10/2011
|
|
|
10.12
|
|
Transition Agreement between Intel Corporation and Reneé J. James dated July 01, 2015
|
|
10-Q
|
|
000-06217
|
|
10.4
|
|
|
7/27/2015
|
|
|
10.13**
|
|
Offer Letter by and between Intel Corporation and Dr. Venkata S.M. "Murthy" Renduchintala dated November 17, 2015
|
|
10-K
|
|
000-06217
|
|
10.14**
|
|
|
2/12/2016
|
|
|
10.14**
|
|
Offer Letter by and between Intel Corporation and Robert H. Swan dated September 15, 2016
|
|
10-Q
|
|
000-06217
|
|
10.1**
|
|
|
|
|
|
12.1
|
|
Statement Setting Forth the Computation of Ratios of Earnings to Fixed Charges
|
|
|
|
|
|
|
|
|
|
X
|
|
21.1
|
|
Intel Corporation Subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
Certification of Chief Financial Officer and Principal Accounting 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 and Principal Accounting Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|
Filed or
Furnished
Herewith
|
|||||||
Exhibit Description
|
|
Form
|
|
File Number
|
|
Exhibit
|
|
Filing
Date
|
|
||||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
INTEL CORPORATION
Registrant
|
||
|
|
|
|
|
By:
|
|
/S/
R
OBERT
H
.
S
WAN
|
|
|
|
Robert H. Swan
|
|
|
|
Executive Vice President, Chief Financial Officer, and Principal Accounting Officer
|
|
|
|
February 17, 2017
|
|
/
S
/ C
HARLENE
B
ARSHEFSKY
|
|
|
/
S
/
D
R.
T
SU-
J
AE
K
ING
L
IU
|
|
Charlene Barshefsky
|
|
|
Dr. Tsu-Jae King Liu
|
|
Director
|
|
|
Director
|
|
February 17, 2017
|
|
|
February 17, 2017
|
|
|
|
|
|
|
/
s
/
A
NEEL
B
HUSRI
|
|
|
/
S
/
J
AMES
D
.
P
LUMMER
|
|
Aneel Bhusri
|
|
|
James D. Plummer
|
|
Director
|
|
|
Director
|
|
February 17, 2017
|
|
|
February 17, 2017
|
|
|
|
|
|
|
/S/
A
NDY
D
.
B
RYANT
|
|
|
/
S
/
D
AVID
S
.
P
OTTRUCK
|
|
Andy D. Bryant
|
|
|
David S. Pottruck
|
|
Chairman of the Board and Director
|
|
|
Director
|
|
February 17, 2017
|
|
|
February 17, 2017
|
|
|
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S
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J
OHN
J
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D
ONAHOE
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S
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R
OBERT
H
.
S
WAN
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John J. Donahoe
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Robert H. Swan
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Director
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Executive Vice President, Chief Financial Officer, and Principal Accounting Officer
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February 17, 2017
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February 17, 2017
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S
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R
EED
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H
UNDT
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S
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F
RANK
D
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Y
EARY
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Reed E. Hundt
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Frank D. Yeary
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Director
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Director
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February 17, 2017
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February 17, 2017
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B
RIAN
M
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K
RZANICH
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D
AVID
B
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Y
OFFIE
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Brian M. Krzanich
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David B. Yoffie
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Chief Executive Officer, Director and Principal Executive Officer
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Director
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February 17, 2017
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February 17, 2017
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1.
|
TERMS OF RESTRICTED STOCK UNIT
|
2.
|
SIGNATURE
|
3.
|
VESTING OF RSUs
|
4.
|
CONVERSION INTO COMMON STOCK
|
5.
|
SUSPENSION OR TERMINATION OF RSU FOR MISCONDUCT
|
6.
|
TERMINATION OF EMPLOYMENT
|
7.
|
DEATH
|
8.
|
DISABLEMENT
|
9.
|
RETIREMENT
|
(a)
|
If you retire at or after age 60 (“Standard Retirement”), then all RSUs that were scheduled to vest within a number of whole years from the date of your Retirement determined by dividing the number of years that you have been employed by the Corporation and its Subsidiaries (measured
|
(b)
|
If, when you terminate employment with the Corporation and its Subsidiaries, your age plus years of service (in each case measured in complete, whole years) equals or exceeds 75 (“Rule of 75”), then all RSUs that were scheduled to vest within one year of the date of your Retirement will vest as of the date of your Retirement.
|
10.
|
TAX WITHHOLDING
|
11.
|
RIGHTS AS A STOCKHOLDER
|
12.
|
DISPUTES
|
13.
|
AMENDMENTS
|
14.
|
DATA PRIVACY
|
15.
|
THE 2006 PLAN AND OTHER TERMS
|
(a)
|
Certain capitalized terms used in this Agreement are defined in the 2006 Plan. Any prior agreements, commitments or negotiations concerning the RSUs are superseded by this Agreement
|
(b)
|
To the extent that the grant of RSUs refers to the Common Stock of Intel Corporation, and as required by the laws of your country of residence or employment, only authorized but unissued shares thereof will be utilized for delivery upon vesting in accord with the terms hereof.
|
(c)
|
Notwithstanding any other provision of this Agreement, if any changes in law or the financial or tax accounting rules applicable to the RSUs covered by this Agreement will occur, the Corporation may, in its sole discretion, (1) modify this Agreement to impose such restrictions or procedures with respect to the RSUs (whether vested or unvested), the shares issued or issuable pursuant to the RSUs and/or any proceeds or payments from or relating to such shares as it determines to be necessary or appropriate to comply with applicable law or to address, comply with or offset the economic effect to the Corporation of any accounting or administrative matters relating thereto, or (2) cancel and cause a forfeiture with respect to any unvested RSUs at the time of such determination.
|
(d)
|
Nothing contained in this Agreement creates or implies an employment contract or term of employment upon which you may rely.
|
(e)
|
Because this Agreement relates to terms and conditions under which you may be issued shares of Common Stock of Intel Corporation, a Delaware corporation, an essential term of this Agreement is that it will be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to this Agreement or the RSUs granted hereunder will be brought in the state or federal courts of competent jurisdiction in the State of California.
|
(f)
|
Notwithstanding anything to the contrary in this Agreement or the applicable Notice of Grant, your RSUs are subject to reduction by the Corporation if you change your employment classification from a full-time employee to a part-time employee.
|
(g)
|
RSUs are not part of your employment contract (if any) with the Corporation or any Subsidiary, your salary, your normal or expected compensation, or other remuneration for any purposes, including for purposes of computing severance pay or other termination compensation or indemnity.
|
(h)
|
In consideration of the grant of RSUs, no claim or entitlement to compensation or damages will arise from termination of your RSUs or diminution in value of the RSUs or Common Stock acquired through vested RSUs resulting from termination of your active employment by the Corporation (for any reason whatsoever and whether or not in breach of local labor laws) and you hereby release the Corporation from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then you will be deemed irrevocably to have waived your entitlement to pursue such claim.
|
(i)
|
Notwithstanding any terms or conditions of the 2006 Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), your right to receive the RSUs and vest in RSUs under the 2006 Plan, if any, will terminate effective as of the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (
e.g
., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), your right to sell shares of Common Stock that converted from vested RSUs after termination of employment, if any, will be measured by the date of termination of your active employment and will not be extended by any notice period mandated under local law.
|
(j)
|
Notwithstanding any provision of this Agreement, the Notice of Grant or the 2006 Plan to the contrary, if, at the time of your termination of employment with the Corporation, you are a “specified employee” as defined in Section 409A of the Internal Revenue Code ("Code"), and one or more of the payments or benefits received or to be received by you pursuant to the RSUs would constitute deferred compensation subject to Section 409A, no such payment or benefit will be provided under the RSUs until the earliest of (A) the date which is six (6) months after your "separation from service” for any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the effective date of a “change in the ownership or
|
(k)
|
Copies of Intel Corporation's Annual Report to Stockholders for its latest fiscal year and Intel Corporation's latest quarterly report are available, without charge, at the Corporation's business office.
|
16.
|
COUNTRY SPECIFIC TERMS AND CONDITIONS
|
(a)
|
Chile
. If you are employed in or a resident of Chile, please note: NEITHER INTEL CORPORATION NOR ANY OF ITS SHARES ARE REGISTERED WITH THE
SUPERINTENDENCIA DE VALORES Y SEGUROS
(THE "SVS") NOR SUBJECT TO THE CONTROL OF THE SVS.
|
(b)
|
Denmark
. If you are employed in or a citizen of Denmark:
|
(c)
|
France
. If you are employed in or a citizen of France:
|
(d)
|
The People’s Republic of China
. If you are employed in and a citizen of the People’s Republic of China, you authorize the Corporation to instruct UBS Financial Services Inc., or any successor plan administrator, to sell all of your shares of Common Stock that are issued under these RSUs, and are in your brokerage account established with UBS Financial Services Inc., or any successor plan administrator on the 90th day following your termination of employment or as soon as administratively feasible after the 90th day, including termination of employment due to death, Disablement or Retirement. Furthermore, you authorize UBS Financial Services Inc., or any successor plan administrator to send the net proceeds from such sale (after the payment of any tax withholding amounts and expenses of sale) to the Corporation on your behalf for payment through payroll, unless the Corporation's counsel determines that local laws do not necessitate such payments through payroll. The shares may be sold as part of a block trade with other participants in which all participants receive an average price.
|
(e)
|
Vietnam
. If you are employed in or a resident of Vietnam:
|
(a)
|
“
Applicable Law
” shall mean the legal requirements relating to the administration of an employee stock purchase plan under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, the Code, any stock exchange rules or regulations and the applicable laws of any other country or jurisdiction, as such laws, rules, regulations and requirements shall be in place from time to time.
|
(b)
|
“
Board
” shall mean the Board of Directors of Intel.
|
(c)
|
“
Code
” shall mean the Internal Revenue Code of 1986, as such is amended from time to time, and any reference to a section of the Code shall include any successor provision of the Code.
|
(d)
|
“
Commencement Date
” shall mean the last Trading Day prior to February 1 for the Subscription Period commencing on February 20 and the last Trading Day prior to August 1 for the Subscription Period commencing on August 20.
|
(e)
|
“
Committee
” shall mean the Compensation Committee of the Board or the subcommittee, officer or officers designated by the Compensation Committee in accordance with Section 15 of the Plan (to the extent of the duties and responsibilities delegated by the Compensation Committee of the Board).
|
(f)
|
“
Common Stock
” shall mean the common stock of Intel, par value $.001 per share, or any securities into which such Common Stock may be converted.
|
(g)
|
“
Compensation
” shall mean the total compensation paid by the Company to an Employee with respect to a Subscription Period, including salary, commissions, overtime, shift differentials, payouts from Intel's Quarterly Profit Bonus Program (QPB), payouts from the Annual Performance Bonus (APB) program, and all or any portion of any item of compensation considered by the Company to be part of the Employee's regular earnings, but excluding items not considered by the Company to be part of the Employee's regular earnings. Items excluded from the definition of “Compensation” include but are not limited to such items as relocation bonuses, expense reimbursements, certain bonuses paid in connection with mergers and acquisitions, author incentives, recruitment and referral bonuses, foreign service premiums, differentials and allowances, imputed income pursuant to Section 79 of the Code, income realized as a result of participation in any stock option, restricted stock, restricted stock unit, stock purchase or similar equity plan maintained by Intel or a Participating Subsidiary, and tuition and other reimbursements. The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.
|
(h)
|
“
Effective Date
” shall mean July 31, 2006.
|
(i)
|
“
Employee
” shall mean an individual classified as an employee (within the meaning of Code Section 3401(c) and the regulations thereunder) by Intel or a Participating Subsidiary on Intel’s or such Participating Subsidiary’s payroll records during the relevant participation period. Individuals classified as independent contractors, consultants, advisers, or members of the Board are not considered “Employees.”
|
(j)
|
“
Enrollment Period
” shall mean, with respect to a given Subscription Period, that period beginning on the first (1st) day of January and July and ending on the thirty-first (31st) day of January and July during which Employees may elect to participate in order to purchase Common Stock at the end of that Subscription Period
|
(k)
|
“
Exchange Act
” shall mean the Securities Exchange Act of 1934, as amended from time to time, and any reference to a section of the Exchange Act shall include any successor provision of the Exchange Act.
|
(l)
|
“
Market Value
” on a given date of determination (e.g., a Commencement Date or Purchase Date, as appropriate) shall mean the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange (not including an automated quotation system), its Market Value shall be the closing sales price for a share of the Common Stock (or the closing bid, if no sales were reported) on the date of determination as quoted on such exchange on which the Common Stock has the highest average trading volume, as reported in
The Wall Street Journal
or such other source as the Committee deems reliable, or (ii) if the Common Stock is listed on a national market system and the highest average trading volume of the Common Stock occurs through that system, its Market Value shall be the average of the high and the low selling prices reported on the date of determination, as reported in
The Wall Street Journal
or such other source as the Committee deems reliable, or (iii) if the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Market Value shall be the average of the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in
The Wall Street Journal
or such other source as the Committee deems reliable, or, (iv) in the absence of an established market for the Common Stock, the Market Value thereof shall be determined in good faith by the Board.
|
(m)
|
“
Offering Price
” shall mean the Market Value of a share of Common Stock on the Commencement Date for a given Subscription Period.
|
(n)
|
“
Participant
” shall mean a participant in the Plan as described in Section 5 of the Plan.
|
(o)
|
“
Participating Subsidiary
” shall mean a Subsidiary that has been designated by the Committee in its sole discretion as eligible to participate in the Plan with respect to its Employees.
|
(p)
|
“
Plan
” shall mean this 2006 Stock Purchase Plan, including any sub-plans or appendices hereto.
|
(q)
|
“
Purchase Date
” shall mean the last Trading Day of each Subscription Period.
|
(r)
|
“
Purchase Price
” shall have the meaning set out in Section 8(b).
|
(s)
|
“
Securities Act
” shall mean the U.S. Securities Act of 1933, as amended from time to time, and any reference to a section of the Securities Act shall include any successor provision of the Securities Act.
|
(t)
|
“
Stockholder
” shall mean a record holder of shares entitled to vote such shares of Common Stock under Intel's by-laws.
|
(u)
|
“
Subscription Period
” shall mean a period of approximately six (6) months at the end of which an option granted pursuant to the Plan shall be exercised. The Plan shall be implemented by a series of Subscription Periods of approximately six (6) months duration, with new Subscription Periods commencing on each February 20 and August 20 occurring on or after the Effective Date and ending on the last Trading Day in the six (6) month period ending on the following August 19 and February 19, respectively. The duration and timing of Subscription Periods may be changed or modified by the Committee.
|
(v)
|
“
Subsidiary
” shall mean any entity treated as a corporation (other than Intel) in an unbroken chain of corporations beginning with Intel, within the meaning of Code Section 424(f), whether or not such corporation now exists or is hereafter organized or acquired by Intel or a Subsidiary.
|
(w)
|
“
Trading Day
” shall mean a day on which U.S. national stock exchanges and the NASDAQ National Market System are open for trading and the Common Stock is being publicly traded on one or more of such markets.
|
(a)
|
Any Employee employed by Intel or by any Participating Subsidiary on a Commencement Date shall be eligible to participate in the Plan with respect to the Subscription Period first following such Commencement Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period (not to exceed 30 days) prior to a Commencement Date to be eligible to participate with respect to such Subscription Period. The Committee may also determine that a designated group of highly compensated Employees is ineligible to participate in the Plan so long as the excluded category fits within the definition of “highly compensated employee” in Code Section 414(q).
|
(b)
|
No Employee may participate in the Plan if immediately after an option is granted the Employee owns or is considered to own (within the meaning of Code Section 424(d)) shares of Common Stock, including Common Stock which the Employee may purchase by conversion of convertible securities or under outstanding options granted by Intel or its Subsidiaries, possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of Intel or of any of its Subsidiaries. All Employees who participate in the Plan shall have the same rights and privileges under the Plan, except for differences that may be mandated by local law and that are consistent with Code Section 423(b)(5); provided that individuals participating in a sub-plan adopted pursuant to Section 17 which is not designed to qualify under Code section 423 need not have
|
(a)
|
An Employee who is eligible to participate in the Plan in accordance with its terms on a Commencement Date shall automatically receive an option in accordance with Section 8(a) and may become a Participant by completing and submitting, on or before the date prescribed by the Committee with respect to a given Subscription Period, a completed payroll deduction authorization and Plan enrollment form provided by Intel or its Participating Subsidiaries or by following an electronic or other enrollment process as prescribed by the Committee. An eligible Employee may authorize payroll deductions at the rate of any whole percentage of the Employee’s Compensation, not to be less than two percent (2%) and not to exceed five percent (5%) of the Employee’s Compensation (or such other percentages as the Committee may establish from time to time before a Commencement Date) of such Employee’s Compensation on each payday during the Subscription Period. All payroll deductions will be held in a general corporate account or a trust account. No interest shall be paid or credited to the Participant with respect to such payroll deductions. Intel shall maintain or cause to be maintained a separate bookkeeping account for each Participant under the Plan and the amount of each Participant’s payroll deductions shall be credited to such account. A Participant may not make any additional payments into such account, unless payroll deductions are prohibited under Applicable Law, in which case the provisions of Section 5(b) of the Plan shall apply.
|
(b)
|
Notwithstanding any other provisions of the Plan to the contrary, in locations where local law prohibits payroll deductions, an eligible Employee may elect to participate through contributions to his or her account under the Plan in a form acceptable to the Committee. In such event, any such Employees shall be deemed to be participating in a sub-plan, unless the Committee otherwise expressly provides that such Employees shall be treated as participating in the Plan. All such contributions will be held in a general corporate account or a trust account. No interest shall be paid or credited to the Participant with respect to such contributions.
|
(c)
|
Under procedures and at times established by the Committee, a Participant may withdraw from the Plan during a Subscription Period, by completing and filing a new payroll deduction authorization and Plan enrollment form with the Company or by following electronic or other procedures prescribed by the Committee. If a Participant withdraws from the Plan during a Subscription Period, his or her accumulated payroll deductions will be refunded to the Participant without interest, his or her right to participate in the current Subscription Period will be automatically terminated and no further payroll deductions for the purchase of Common Stock will be made during the Subscription Period. Any Participant who wishes to withdraw from the Plan during a Subscription Period, must complete the withdrawal procedures prescribed by the Committee before the last forty-eight (48) hours of such Subscription Period, subject to any changes to the rules established by the Committee pertaining to the timing of withdrawals, limiting the frequency with which Participants may withdraw and re-enroll in the Plan and may impose a waiting period on Participants wishing to re-enroll following withdrawal.
|
(d)
|
A Participant may not increase his or her rate of contribution through payroll deductions or otherwise during a given Subscription Period. A Participant may decrease his or her rate of contribution through payroll deductions one time only during a given Subscription Period and only during an open enrollment period or such other times specified by the Committee by filing a new payroll deduction authorization and Plan enrollment form or by following electronic or other procedures prescribed by the Committee. If a Participant has not followed such procedures to change the rate of contribution, the rate of contribution shall continue at the originally elected rate throughout the Subscription Period and future Subscription Periods; unless the Committee reduces the maximum rate of contribution provided in Section 5(a) and a Participant’s rate of contribution exceeds the reduced maximum rate of contribution, in which case the rate of contribution shall continue at the reduced maximum rate of contribution. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code for a given calendar year, the Committee may reduce a Participant’s payroll deductions to zero percent (0%) at any time during a Subscription Period scheduled to
|
Section 6.
|
TERMINATION OF EMPLOYMENT
|
(a)
|
On the Commencement Date relating to each Subscription Period, each eligible Employee, whether or not such Employee has elected to participate as provided in Section 5(a), shall be granted an option to purchase that number of whole shares of Common Stock (as adjusted as set forth in Section 11) not to exceed seventy two thousand (72,000) shares (or such lower number of shares as determined by the Committee), which may be purchased with the payroll deductions accumulated on behalf of such Employee during each Subscription Period at the purchase price specified in Section 8(b) below, subject to the additional limitation that no Employee participating in the Plan shall be granted an option to purchase Common Stock under the Plan if such option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of Intel and its Subsidiaries to accrue at a rate which exceeds U.S. twenty-five thousand dollars (U.S. $25,000) of the Market Value of such Common Stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. For purposes of the Plan, an option is “
granted
” on a Participant’s Commencement Date. An option will expire upon the earliest to occur of (i) the termination of a Participant’s participation in the Plan or such Subscription Period (ii) the beginning of a subsequent Subscription Period in which such Participant is participating; or (iii) the termination of the Subscription Period. This Section 8(a) shall be interpreted so as to comply with Code Section 423(b)(8).
|
(b)
|
The Purchase Price under each option shall be with respect to a Subscription Period the lower of (i) a percentage (not less than eighty-five percent (85%)) established by the Committee (“
Designated Percentage
”) of the Offering Price, or (ii) the Designated Percentage of the Market Value of a share of Common Stock on the Purchase Date on which the Common Stock is purchased; provided that the Purchase Price may be adjusted by the Committee pursuant to Sections 11 or 12 in accordance with Section 424(a) of the Code. The Committee may change the Designated Percentage with respect to any future Subscription Period, but not to below eighty-five percent (85%), and the Committee may determine with respect to any prospective Subscription Period that the option price shall be the Designated Percentage of the Market Value of a share of the Common Stock on the Purchase Date.
|
(a)
|
In the event of the proposed liquidation or dissolution of Intel, the Subscription Period will terminate immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Board in its sole discretion, and all outstanding options shall automatically terminate and the amounts of all payroll deductions will be refunded without interest to the Participants.
|
(b)
|
In the event of a proposed sale of all or substantially all of the assets of Intel, or the merger or consolidation or similar combination of Intel with or into another entity, then in the sole discretion of the Board, (1) each option shall be assumed or an equivalent option shall be substituted by the successor corporation or parent or subsidiary of such successor entity, (2) a date established by the Board on or before the date of consummation of such merger, consolidation, combination or sale shall be treated as a Purchase Date, and all outstanding options shall be exercised on such date, (3) all outstanding options shall terminate and the accumulated payroll deductions will be refunded without interest to the Participants, or (4) outstanding options shall continue unchanged.
|
(a)
|
The Plan shall continue from the Effective Date until August 31, 2021, unless it is terminated in accordance with Section 14(b).
|
(b)
|
The Board may, in its sole discretion, insofar as permitted by law, terminate or suspend the Plan, or revise or amend it in any respect whatsoever, and the Committee may revise or amend the Plan consistent with the exercise of its duties and responsibilities as set forth in the Plan or any delegation under the Plan, except that, without approval of the Stockholders, no such revision or amendment shall increase the number of shares subject to the Plan, other than an adjustment under Section 11 of the Plan, or make other changes for which Stockholder approval is required under Applicable Law. Upon a termination or suspension of the Plan, the Board may in its discretion (i) return without interest, the payroll deductions credited to Participants’ accounts to such Participants or (ii) set an earlier Purchase Date with respect to a Subscription Period then in progress.
|
(a)
|
The Board has appointed the Compensation Committee of the Board to administer the Plan (the “
Committee
”), who will serve for such period of time as the Board may specify and whom the Board may remove at any time. The Committee will have the authority and responsibility for the day-to-day administration of the Plan, the authority and responsibility specifically provided in this Plan and any additional duty, responsibility and authority delegated to the Committee by the Board, which may include any of the functions assigned to the Board in this Plan. The Committee may delegate to a sub-committee or to an officer or officers of Intel the day-to-day administration of the Plan. The Committee shall have full power and authority to adopt, amend and rescind any rules and regulations which it deems desirable and appropriate for the proper administration of the Plan, to construe and interpret the provisions and supervise the administration of the Plan, to make factual determinations relevant to Plan entitlements and to take all action in connection with administration of the Plan as it deems necessary or advisable, consistent with the delegation from the Board. Decisions of the Committee shall be final and binding upon all Participants. Any decision reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made at a meeting of the Committee duly held. The Company shall pay all expenses incurred in the administration of the Plan.
|
(b)
|
In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Company, members of the Board and of the Committee shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted under the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.
|
(a)
|
No option granted under the Plan may be exercised to any extent unless the shares to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, applicable state and foreign securities laws and the requirements of any stock exchange upon which the Shares may then be listed, subject to the approval of counsel for the Company with respect to such compliance. If on a Purchase Date in any Subscription Period hereunder, the Plan is not so registered or in such compliance, options granted under the Plan which are not in material compliance shall not be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Commencement Date relating to such Subscription Period. If, on the Purchase Date of any offering hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such compliance, options granted under the Plan which are not in material compliance shall not be exercised and all payroll deductions accumulated during the Subscription Period (reduced to the extent, if any, that such deductions have been used to acquire shares of Common Stock) shall be returned to the Participants, without interest. The provisions of this Section 17 shall comply with the requirements of Section 423(b)(5) of the Code to the extent applicable.
|
(b)
|
As a condition to the exercise of an option, Intel may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for Intel, such a representation is required by any of the aforementioned applicable provisions of law.
|
|
|
Years Ended
|
||||||||||||||||||
(Dollars in Millions, Except Ratios)
|
|
Dec 31,
2016 |
|
Dec 26,
2015 |
|
Dec 27,
2014 |
|
Dec 28,
2013 |
|
Dec 29,
2012 |
||||||||||
Earnings
1
|
|
$
|
13,007
|
|
|
$
|
14,495
|
|
|
$
|
16,031
|
|
|
$
|
12,814
|
|
|
$
|
15,057
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Add - Fixed charges
|
|
907
|
|
|
629
|
|
|
499
|
|
|
529
|
|
|
362
|
|
|||||
Subtract - Capitalized interest
|
|
(135
|
)
|
|
(258
|
)
|
|
(276
|
)
|
|
(246
|
)
|
|
(240
|
)
|
|||||
Earnings and fixed charges (net of capitalized interest)
|
|
$
|
13,779
|
|
|
$
|
14,866
|
|
|
$
|
16,254
|
|
|
$
|
13,097
|
|
|
$
|
15,179
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
2
|
|
$
|
733
|
|
|
$
|
337
|
|
|
$
|
192
|
|
|
$
|
244
|
|
|
$
|
90
|
|
Capitalized interest
|
|
135
|
|
|
258
|
|
|
276
|
|
|
246
|
|
|
240
|
|
|||||
Estimated interest component of rental expense
|
|
39
|
|
|
34
|
|
|
31
|
|
|
39
|
|
|
32
|
|
|||||
Total
|
|
$
|
907
|
|
|
$
|
629
|
|
|
$
|
499
|
|
|
$
|
529
|
|
|
$
|
362
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings before taxes and fixed charges, to fixed charges
|
|
15x
|
|
|
24x
|
|
|
33x
|
|
|
25x
|
|
|
42x
|
|
Subsidiaries of the Registrant
|
|
State or Other Jurisdiction of Incorporation
|
Intel Electronics Finance Limited
|
|
Cayman Islands
|
Intel International, Inc.
|
|
California, U.S.
|
Intel Commodities Limited
|
|
Cayman Islands
|
Intel Phils. Holding LLC
|
|
California, U.S.
|
Synchroquartz U.S. Corporation
|
|
California, U.S.
|
Intel European Finance Corporation
|
|
Cayman Islands
|
Intel Capital Corporation
|
|
Delaware, U.S.
|
McAfee, LLC
|
|
Delaware, U.S.
|
McAfee Suomi Funding LLC
|
|
Delaware, U.S.
|
Intel Overseas Funding Corporation
|
|
Cayman Islands
|
Mission College Investments Ltd.
|
|
Cayman Islands
|
Intel Security Holdings, Inc.
|
|
Delaware, U.S.
|
Intel Americas, Inc.
|
|
Delaware, U.S.
|
Intel Technology (US), LLC
|
|
California, U.S.
|
Wind River Systems, Inc.
|
|
Delaware, U.S.
|
Altera Corporation
|
|
Delaware, U.S.
|
Intel International Finance CVBA
|
|
Belgium
|
Intel Benelux B.V.
|
|
Netherlands
|
Intel Holdings B.V.
|
|
Netherlands
|
Altera International, Inc.
|
|
Cayman Islands
|
Intel Finance B.V.
|
|
Netherlands
|
Intel Corporation (UK) Ltd.
|
|
United Kingdom
|
Intel Technologies, Inc.
|
|
Delaware, U.S.
|
Intel Ireland Limited
|
|
Cayman Islands
|
Intel Warehouse Leixlip Unlimited Company
|
|
Ireland
|
Intel Electronics Ltd.
|
|
Israel
|
Intel Israel (74) Limited
|
|
Israel
|
Intel Tools and Equipment Ltd.
|
|
Israel
|
Intel Semi Conductors Ltd.
|
|
Israel
|
Intel Semiconductor (Dalian) Ltd.
|
|
China
|
Intel Malaysia Sdn. Berhad
|
|
Malaysia
|
Intel Technology Sdn. Berhad
|
|
Malaysia
|
Intel Semiconductor (US) LLC
|
|
Delaware, U.S.
|
Intel Asia Holding Limited
|
|
Hong Kong
|
Intel China Ltd.
|
|
China
|
Intel Products (Chengdu) Ltd.
|
|
China
|
Intel China Finance Holding (HK) Limited
|
|
Hong Kong
|
Intel China Finance I (HK) Limited
|
|
Hong Kong
|
1
|
|
As of December 31, 2016.
|
(1)
|
Registration Statement (Form S-3 No. 333-207633) of Intel Corporation,
|
|
|
(2)
|
Registration Statement (Form S-4 No. 333-158222) of Intel Corporation, and
|
|
|
(3)
|
Registration Statement (Form S-8 Nos. 333-172024, 333-45395, 333-49696, 333-124805, 333-135178, 333-135177, 333-143932, 333-141905, 333-160272, 333-160824, 333-172454, 333-172937, 333-175123, 333-190236, 333-191956, 333-205904, and 333-208920) of Intel Corporation;
|
1.
|
I have reviewed this annual report on Form 10-K of Intel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 17, 2017
|
|
|
By:
|
/
S
/ B
RIAN
M. K
RZANICH
|
|
|
|
|
|
Brian M. Krzanich
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Intel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 17, 2017
|
|
|
By:
|
/
S
/ R
OBERT
H. S
WAN
|
|
|
|
|
|
Robert H. Swan
Executive Vice President, Chief Financial Officer, and Principal Accounting Officer
|
Date:
|
February 17, 2017
|
|
|
By:
|
/
S
/ B
RIAN
M. K
RZANICH
|
|
|
|
|
|
Brian M. Krzanich
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
February 17, 2017
|
|
|
By:
|
/
S
/ R
OBERT
H. S
WAN
|
|
|
|
|
|
Robert H. Swan
Executive Vice President, Chief Financial Officer, and Principal Accounting Officer
|