10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 27, 2021

Or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                  to

Commission File Number 000-06217

INTEL CORPORATION

(Exact name of registrant as specified in its charter)

	Delaware		94-1672743
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
2200 Mission College Boulevard,	Santa Clara,	California	95054-1549
(Address of principal executive offices)			(Zip Code)

(408) 765-8080

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value	INTC	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑    No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☑    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
☑	¨	¨	☐	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑

As of March 27, 2021, the registrant had outstanding 4,038 million shares of common stock.

Table of Contents

The Organization of Our Quarterly Report on Form 10-Q

The order and presentation of content in our Form 10-Q differs from the traditional SEC Form 10-Q format. Our format is designed to improve readability and better present how we organize and manage our business. See "Form 10-Q Cross-Reference Index" within Other Key Information for a cross-reference index to the traditional SEC Form 10-Q format.

We have defined certain terms and abbreviations used throughout our Form 10-Q in "Key Terms" within the Consolidated Condensed Financial Statements and Supplemental Details.

The preparation of our Consolidated Condensed Financial Statements is in conformity with U.S. GAAP. Our Form 10-Q includes key metrics that we use to measure our business, some of which are non-GAAP measures. See "Non-GAAP Financial Measures" within MD&A for an explanation of these measures and why management uses them and believes they provide investors with useful supplemental information.

		Page
Forward-Looking Statements		1
A Quarter in Review		2
Consolidated Condensed Financial Statements and Supplemental Details
	Consolidated Condensed Statements of Income	3
	Consolidated Condensed Statements of Comprehensive Income	4
	Consolidated Condensed Balance Sheets	5
	Consolidated Condensed Statements of Cash Flows	6
	Consolidated Condensed Statements of Stockholders' Equity	7
	Notes to Consolidated Condensed Financial Statements	8
	Key Terms	22
Management's Discussion and Analysis
	Segment Trends and Results	23
	Consolidated Results of Operations	28
	Liquidity and Capital Resources	32
	Non-GAAP Financial Measures	33
Other Key Information
	Quantitative and Qualitative Disclosures about Market Risk	36
	Risk Factors	36
	Controls and Procedures	36
	Issuer Purchases of Equity Securities	37
	Exhibits	38
	Form 10-Q Cross-Reference Index	39

Forward-Looking Statements

This Form 10-Q contains forward-looking statements that involve a number of risks and uncertainties. Words such as "anticipate," "expect," "intend," "plan," "opportunity," "future," "pending," "to be," "believes," "estimated," "continue," "likely," "may," "might," "potentially," "will," "would," "should," "could," “accelerate,” "progress," “goal,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to Intel’s strategy; internal and external manufacturing plans, including future internal manufacturing volumes and external foundry usage; manufacturing expansion and investment plans, including Intel’s anticipated Arizona expansion; plans and goals related to Intel’s foundry business, including with respect to future manufacturing capacity; foundry service offerings, including technology and IP offerings; future responses to and effects of COVID-19; projections of our future financial performance and demand; our anticipated growth and trends in our businesses or operations; projected growth and trends in markets relevant to our businesses; business plans; future products and technology and the expected availability and benefits of such products and technology; expected timing and impact of acquisitions, divestitures, and other significant transactions, including statements relating to the pending divestiture of our NAND memory business to SK hynix Inc. (SK hynix), NAND manufacturing and supply arrangements between Intel and SK hynix, and expected additions to held for sale NAND property, plant and equipment; expected completion of restructuring activities; availability, uses, sufficiency, and cost of capital and capital resources, including expected returns to stockholders such as dividends and share repurchases; accounting estimates and judgments regarding reported matters, events and contingencies and our intentions with respect to such matters, events and contingencies, and the actual results thereof; future production capacity and product supply; the future impact of industry component and substrate constraints; the future purchase, use, and availability of products, components and services supplied by third parties, including third-party manufacturing services; tax-related expectations; the future impact of export licensing and trade policies; uncertain events or assumptions; and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on management's expectations as of the date of this filing, unless an earlier date is specified, and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this report and our 2020 Form 10-K, particularly the "Risk Factors" sections of such reports, as well as the risks and uncertainties described in our press releases issued on March 23, 2021, which are attached as exhibits to our Form 8-K furnished to the SEC on that date. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Form 10-Q and in other documents we file from time to time with the SEC that disclose risks and uncertainties that may affect our business. Unless specifically indicated otherwise, the forward-looking statements in this Form 10-Q do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing. In addition, the forward-looking statements in this Form 10-Q are made as of the date of this filing, unless an earlier date is specified, including expectations based on third-party information and projections that management believes to be reputable, and Intel does not undertake, and expressly disclaims any duty, to update such statements, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law.

Intel, the Intel logo, Intel Core, Intel Optane and Intel vPro, are trademarks of Intel Corporation or its subsidiaries in the U.S. and/or other countries.

* Other names and brands may be claimed as the property of others.

1

A Quarter in Review

Total revenue of $19.7 billion was down $155 million year over year as DCG declined 20% and CCG grew 8%. Decline in DCG revenue was driven by lower volume due to digestion in the cloud service providers market segment, a decline in the enterprise and government market segment on weaker macroeconomic conditions, and lower ASPs driven by higher SoC volume and weaker core mix. CCG revenue was up, driven by strength in notebook demand, partially offset by an increased mix of consumer and education PCs, which drove lower notebook ASPs. IOTG and Mobileye were both up on higher demand amid recovery from the economic impacts of COVID-19, including recovery in the auto industry from pandemic lows. In the first three months, we generated $5.5 billion of cash flow from operations and returned $3.7 billion to stockholders, including $1.4 billion in dividends and $2.3 billion in buybacks.

Revenue	Operating Income	Diluted EPS	Cash Flows
■ GAAP $B ■ Non-GAAP $B	■ GAAP $B ■ Non-GAAP $B	■ GAAP ■ Non-GAAP	■ Operating Cash Flow $B ■ Free Cash Flow $B

$19.7B	$18.6B	$3.7B	$6.1B	$0.82	$1.39	$5.5B	$1.6B
GAAP	non-GAAP1	GAAP	non-GAAP1	GAAP	non-GAAP1	GAAP	non-GAAP1
Revenue down $155M or 1% from Q1 2020	Revenue flat from Q1 2020	Operating income down $3.3B or 48% from Q1 2020; Q1 2021 operating margin at 19%	Operating income down $1.3B or 17% from Q1 2020; Q1 2021 operating margin at 33%	Diluted EPS down $0.49 or 37% from Q1 2020	Diluted EPS down $0.02 or 1% from Q1 2020	Operating cash flow down $610M or 10% from Q1 2020	Free cash flow down $1.3B or 45% from Q1 2020
Decline in DCG and slight decline in NSG, partially offset by growth in CCG and Corporate revenue of $584 million from a prepaid supply agreement. Non-GAAP results exclude NSG and were flat year over year.		Corporate charge of $2.2 billion related to the VLSI litigation, lower gross margin from lower platform2 revenue and higher platform unit cost from increased mix in 10nm products, and higher 7nm period charges partially offset by Corporate revenue from a prepaid supply agreement and improved adjacent business performance. Non-GAAP results exclude the Corporate VLSI charge and NSG.		Lower operating income partially offset by equity investment gains, lower effective tax rate and lower shares. Non-GAAP results incrementally exclude ongoing mark-to-market adjustments and tax impacts of non-GAAP adjustments.		Lower net income, net of non-cash adjustments including the Corporate VLSI charge, and cash paid to settle a prepaid supply agreement. Free cash flow decreased due to lower operating cash flow and higher capital spending.

Key Developments

▪On March 23, 2021, our CEO Pat Gelsinger announced our "IDM 2.0" strategy, the next evolution of our IDM model. IDM 2.0 combines three factors. First, we will continue to build the majority of our products in Intel fabs. Second, we expect our use of third-party foundry capacity to grow and to include manufacturing for a range of modular tiles on advanced process technologies. Third, we announced our plans to build a world-class foundry business with Intel Foundry Services, which will combine leading-edge process and packaging technology, committed capacity in the U.S. and Europe, and a world-class IP portfolio for customers, including x86 cores. To accelerate our IDM 2.0 strategy, we announced plans to invest $20.0 billion to build two new fabs in Arizona.

▪We announced the 11th Gen Intel® CoreTM vPro® processors, with performance, discrete-level graphics, and AI acceleration for productivity, collaboration, and content creation for business—meeting the demands of a varied workforce working remotely or in the office. We also launched the 11th Gen Intel® CoreTM S-series desktop processor, known as Rocket Lake-S, designed to transform hardware and software efficiency and increase raw gaming performance.

1 See "Non-GAAP Financial Measures" within MD&A.

2 See "Key Terms" within Consolidated Condensed Financial Statements and Supplemental Details.

A Quarter in Review 2

Consolidated Condensed Statements of Income

	Three Months Ended
(In Millions, Except Per Share Amounts; Unaudited)	Mar 27, 2021		Mar 28, 2020
Net revenue	$	19,673	$	19,828
Cost of sales	8,819		7,812
Gross margin	10,854		12,016
Research and development	3,623		3,275
Marketing, general and administrative	1,328		1,541
Restructuring and other charges	2,209		162
Operating expenses	7,160		4,978
Operating income	3,694		7,038
Gains (losses) on equity investments, net	368		(111)
Interest and other, net	(156)		(313)
Income before taxes	3,906		6,614
Provision for taxes	545		953
Net income	$	3,361	$	5,661
Earnings per share—basic	$	0.83	$	1.33
Earnings per share—diluted	$	0.82	$	1.31
Weighted average shares of common stock outstanding:
Basic	4,056		4,266
Diluted	4,096		4,312

See accompanying notes.

Financial Statements   Consolidated Condensed Statements of Income 3

Consolidated Condensed Statements of Comprehensive Income

	Three Months Ended
(In Millions; Unaudited)	Mar 27, 2021		Mar 28, 2020
Net income	$	3,361	$	5,661
Changes in other comprehensive income, net of tax:
Net unrealized holding gains (losses) on derivatives	(350)		(268)
Actuarial valuation and other pension benefits (expenses), net	13		12
Translation adjustments and other	(15)		(5)
Other comprehensive income (loss)	(352)		(261)
Total comprehensive income	$	3,009	$	5,400

See accompanying notes.

Financial Statements   Consolidated Condensed Statements of Comprehensive Income 4

Consolidated Condensed Balance Sheets

(In Millions)	Mar 27, 2021		Dec 26, 2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	5,192	$	5,865
Short-term investments	2,417		2,292
Trading assets	14,788		15,738
Accounts receivable	7,208		6,782
Inventories	8,487		8,427
Assets held for sale	5,557		5,400
Other current assets	2,124		2,745
Total current assets	45,773		47,249
Property, plant and equipment, net of accumulated depreciation of $79,778 ($77,645 as of December 26, 2020)	57,330		56,584
Equity investments	5,404		5,152
Other long-term investments	1,409		2,192
Goodwill	26,971		26,971
Identified intangible assets, net	8,408		9,026
Other long-term assets	5,327		5,917
Total assets	$	150,622	$	153,091
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt	$	2,647	$	2,504
Accounts payable	5,434		5,581
Accrued compensation and benefits	2,757		3,999
Other accrued liabilities	13,313		12,670
Total current liabilities	24,151		24,754
Debt	33,237		33,897
Contract liabilities	90		1,367
Income taxes payable	4,605		4,578
Deferred income taxes	3,410		3,843
Other long-term liabilities	5,322		3,614
Contingencies (Note 13)
Stockholders’ equity:
Common stock and capital in excess of par value, 4,038 issued and outstanding (4,062 issued and outstanding as of December 26, 2020)	26,272		25,556
Accumulated other comprehensive income (loss)	(1,103)		(751)
Retained earnings	54,638		56,233
Total stockholders’ equity	79,807		81,038
Total liabilities and stockholders’ equity	$	150,622	$	153,091

See accompanying notes.

Financial Statements   Consolidated Condensed Balance Sheets 5

Consolidated Condensed Statements of Cash Flows

	Three Months Ended
(In Millions; Unaudited)	Mar 27, 2021		Mar 28, 2020
Cash and cash equivalents, beginning of period	$	5,865	$	4,194
Cash flows provided by (used for) operating activities:
Net income	3,361		5,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	2,454		2,623
Share-based compensation	425		449
Restructuring and other charges	2,209		162
Amortization of intangibles	448		427
(Gains) losses on equity investments, net	(299)		134
Changes in assets and liabilities:
Accounts receivable	(426)		(796)
Inventories	180		(548)
Accounts payable	303		117
Accrued compensation and benefits	(1,283)		(1,605)
Prepaid supply agreements	(1,566)		(87)
Income taxes	383		753
Other assets and liabilities	(641)		(1,132)
Total adjustments	2,187		497
Net cash provided by operating activities	5,548		6,158
Cash flows provided by (used for) investing activities:
Additions to property, plant and equipment	(3,972)		(3,268)
Additions to held for sale NAND property, plant and equipment	(416)		—
Purchases of available-for-sale debt investments	(593)		(513)
Maturities and sales of available-for-sale debt investments	1,232		625
Purchases of trading assets	(5,981)		(3,897)
Maturities and sales of trading assets	6,777		3,660
Other investing	406		(343)
Net cash used for investing activities	(2,547)		(3,736)
Cash flows provided by (used for) financing activities:
Issuance of long-term debt, net of issuance costs	—		10,247
Repayment of debt and debt conversion	—		(1,075)
Proceeds from sales of common stock through employee equity incentive plans	565		503
Repurchase of common stock	(2,301)		(4,229)
Payment of dividends to stockholders	(1,411)		(1,408)
Other financing	(527)		726
Net cash provided by (used for) financing activities	(3,674)		4,764
Net increase (decrease) in cash and cash equivalents	(673)		7,186
Cash and cash equivalents, end of period	$	5,192	$	11,380
Supplemental disclosures of noncash investing activities and cash flow information:
Acquisition of property, plant, and equipment included in accounts payable and accrued liabilities	$	2,472	$	2,294
Cash paid during the period for:
Interest, net of capitalized interest	$	161	$	67
Income taxes, net of refunds	$	172	$	211

See accompanying notes.

Financial Statements   Consolidated Condensed Statements of Cash Flows 6

Consolidated Condensed Statements of Stockholders' Equity

	Common Stock and Capital in Excess of Par Value			Accumulated Other Comprehensive Income (Loss)		Retained Earnings1		Total
(In Millions, Except Per Share Amounts; Unaudited)	Shares	Amount
Three Months Ended
Balance as of December 26, 2020	4,062	$	25,556	$	(751)	$	56,268	$	81,073
Net income	—	—		—		3,361		3,361
Other comprehensive income (loss)	—	—		(352)		—		(352)
Employee equity incentive plans and other	17	565		—		—		565
Share-based compensation	—	425		—		—		425
Temporary equity reduction	—	—		—		—		—
Convertible debt	—	—		—		—		—
Repurchase of common stock	(40)	(249)		—		(2,166)		(2,415)
Restricted stock unit withholdings	(1)	(25)		—		(4)		(29)
Cash dividends declared ($0.695 per share)	—	—		—		(2,821)		(2,821)
Balance as of March 27, 2021	4,038	$	26,272	$	(1,103)	$	54,638	$	79,807
Balance as of December 28, 2019	4,290	$	25,261	$	(1,280)	$	53,523	$	77,504
Net income	—	—		—		5,661		5,661
Other comprehensive income (loss)	—	—		(261)		—		(261)
Employee equity incentive plans and other	17	620		—		—		620
Share-based compensation	—	449		—		—		449
Temporary equity reduction	—	155		—		—		155
Convertible debt	—	(750)		—		—		(750)
Repurchase of common stock	(71)	(420)		—		(3,689)		(4,109)
Restricted stock unit withholdings	(2)	(64)		—		(32)		(96)
Cash dividends declared ($0.66 per share)	—	—		—		(2,819)		(2,819)
Balance as of March 28, 2020	4,234	$	25,251	$	(1,541)	$	52,644	$	76,354

1.The retained earnings balance as of December 26, 2020 includes an opening balance adjustment made as a result of the adoption of a new accounting standard in 2021.

See accompanying notes.

Financial Statements   Consolidated Condensed Statements of Stockholders' Equity 7

Notes to Consolidated Condensed Financial Statements

Note 1 : Basis of Presentation

We prepared our interim Consolidated Condensed Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2020 Form 10-K.

We have made estimates and judgments affecting the amounts reported in our Consolidated Condensed Financial Statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with the Consolidated Financial Statements in our 2020 Form 10-K where we include additional information about our policies and the methods and assumptions used in our estimates.

Note 2 : Operating Segments

We manage our business through the following operating segments:

▪DCG

▪IOTG

▪Mobileye

▪NSG

▪PSG

▪CCG

We derive a substantial majority of our revenue from platform products, which are our principal products and considered as one product class. We offer platform products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package. Platform products are used in various form factors across our DCG, IOTG, and CCG operating segments. Our non-platform, or adjacent products, can be combined with platform products to form comprehensive platform solutions to meet customer needs.

DCG and CCG are our reportable operating segments. IOTG, Mobileye, NSG, and PSG do not meet the quantitative thresholds to qualify as reportable operating segments; however, we have elected to disclose the results of these non-reportable operating segments. Our Internet of Things portfolio, presented as Internet of Things, is comprised of IOTG and Mobileye operating segments. In 2021, our DCG operating segment includes the results of our Intel® OptaneTM memory business, and our NSG operating segment is composed of our NAND memory business. Refer to "Note 8: Acquisitions and Divestitures" within Notes to Consolidated Condensed Financial Statements for further information on the pending divestiture of our NAND memory business.

We have an “all other” category that includes revenue, expenses, and charges such as:

▪results of operations from non-reportable segments not otherwise presented;

▪historical results of operations from divested businesses;

▪results of operations of start-up businesses that support our initiatives, including our foundry business;

▪amounts included within restructuring and other charges;

▪a portion of employee benefits, compensation, and other expenses not allocated to the operating segments; and

▪acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.

The CODM, who is our CEO, does not evaluate operating segments using discrete asset information. Operating segments do not record inter-segment revenue. We do not allocate gains and losses from equity investments, interest and other income, or taxes to operating segments. Although the CODM uses operating income to evaluate the segments, operating costs included in one segment may benefit other segments. The accounting policies for segment reporting are the same as for Intel as a whole.

Financial Statements  Notes to Financial Statements 8

Net revenue and operating income (loss) for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net revenue:
Data Center Group
Platform	$	4,811	$	6,427
Adjacent	753		566
	5,564		6,993
Internet of Things
IOTG	914		883
Mobileye	377		254
	1,291		1,137
Non-Volatile Memory Solutions Group	1,107		1,338
Programmable Solutions Group	486		519
Client Computing Group
Platform	9,617		8,712
Adjacent	988		1,063
	10,605		9,775
All other	620		66
Total net revenue	$	19,673	$	19,828
Operating income (loss):
Data Center Group	$	1,273	$	3,492
Internet of Things
IOTG	212		243
Mobileye	147		88
	359		331
Non-Volatile Memory Solutions Group	171		(66)
Programmable Solutions Group	88		97
Client Computing Group	4,120		4,225
All other	(2,317)		(1,041)
Total operating income	$	3,694	$	7,038

Disaggregated net revenue for each period was as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Platform revenue
DCG platform	$	4,811	$	6,427
IOTG platform	840		795
CCG desktop platform	2,644		2,840
CCG notebook platform	6,959		5,857
CCG other platform1	14		15
	15,268		15,934
Adjacent revenue2	4,405		3,894
Total revenue	$	19,673	$	19,828

1    Includes our tablet and service provider revenue.

2    Includes all of our non-platform products for DCG, IOTG, and CCG such as modem, Ethernet, and silicon photonics, as well as Mobileye, NSG, and PSG products, as well as revenue included in our "all other" category.

Financial Statements  Notes to Financial Statements 9

Note 3 : Earnings Per Share

We computed basic earnings per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period.

	Three Months Ended
(In Millions, Except Per Share Amounts)	Mar 27, 2021		Mar 28, 2020
Net income available to common stockholders	$	3,361	$	5,661
Weighted average shares of common stock outstanding—basic	4,056		4,266
Dilutive effect of employee equity incentive plans	40		46
Weighted average shares of common stock outstanding—diluted	4,096		4,312
Earnings per share—basic	$	0.83	$	1.33
Earnings per share—diluted	$	0.82	$	1.31

Potentially dilutive shares of common stock from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the stock purchase plan.

Securities which would have been anti-dilutive are insignificant and are excluded from the computation of diluted earnings per share in all periods presented.

Note 4 : Contract Liabilities

Contract liabilities consist of prepayments received from customers on long-term prepaid supply agreements toward future product delivery and other revenue deferrals from regular ongoing business activity. Contract liabilities were $396 million as of March 27, 2021 ($1.9 billion as of December 26, 2020).

The following table shows the changes in contract liability balances relating to long-term prepaid supply agreements during the first three months of 2021:

(In Millions)
Prepaid supply agreements balance as of December 26, 2020	$	1,625
Concession payment	(950)
Prepaids utilized	(616)
Prepaid supply agreements balance as of March 27, 2021	$	59

During the first quarter of 2021, we settled an agreement with our largest prepaid customer whose prepayment balance made up $1.6 billion of our contract liability balance as of December 26, 2020. We returned $950 million to the customer and recognized $584 million in revenue during the quarter for having completed performance of the prepaid supply agreement. The prepaid supply agreement is excluded from the NAND memory business and is recorded as Corporate revenue in the "all other" category presented in "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements.

Note 5 : Other Financial Statement Details

Inventories

(In Millions)	Mar 27, 2021		Dec 26, 2020
Raw materials	$	926	$	908
Work in process	5,758		5,693
Finished goods	1,803		1,826
Total inventories	$	8,487	$	8,427

Financial Statements  Notes to Financial Statements 10

Interest and Other, Net

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Interest income	$	37	$	93
Interest expense	(190)		(135)
Other, net	(3)		(271)
Total interest and other, net	$	(156)	$	(313)

Interest expense in the preceding table is net of $97 million of interest capitalized in the first three months of 2021 ($83 million in the first three months of 2020).

Note 6 : Restructuring and Other Charges

A restructuring program, which is ongoing, was approved in the first quarter of 2020 to further align our workforce with our continuing investments in the business and to execute the planned divestiture of Home Gateway Platform, a division of CCG. These actions are expected to be substantially completed in 2021.

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Employee severance and benefit arrangements	$	6	$	105
Litigation charges and other	2,203		57
Total restructuring and other charges	$	2,209	$	162

Litigation charges and other includes a charge of $2.2 billion in the first three months of 2021 related to the VLSI litigation, which is recorded as a Corporate charge in the "all other" category presented in "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements. Refer to "Note 13: Contingencies" within Notes to Consolidated Condensed Financial Statements for further information on legal proceedings related to the VLSI litigation.

Note 7 : Investments

Debt Investments

Trading Assets

Net losses recorded for trading assets still held at the reporting date were $372 million in the first three months of 2021 ($231 million of net losses in the first three months of 2020). Net gains on the related derivatives were $366 million in the first three months of 2021 ($100 million of net gains in the first three months of 2020).

Available-for-Sale Debt Investments

Available-for-sale investments include corporate debt, government debt, and financial institution instruments. Government debt includes instruments such as non-U.S. government bonds and U.S. agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms, such as commercial paper, fixed- and floating-rate bonds, money market fund deposits, and time deposits. As of March 27, 2021 and December 26, 2020, substantially all time deposits were issued by institutions outside the U.S. The adjusted cost of our available-for-sale investments was $7.0 billion as of March 27, 2021 and $7.8 billion as of December 26, 2020. The adjusted cost of our available-for-sale investments approximated the fair value for these periods.

The fair value of available-for-sale debt investments, by contractual maturity, as of March 27, 2021, was as follows:

(In Millions)	Fair Value
Due in 1 year or less	$	3,596
Due in 1–2 years	341
Due in 2–5 years	1,068
Due after 5 years	—
Instruments not due at a single maturity date	2,130
Total	$	7,135

Financial Statements  Notes to Financial Statements 11

Equity Investments

(In Millions)	Mar 27, 2021		Dec 26, 2020
Marketable equity securities	$	1,523	$	1,830
Non-marketable equity securities	3,864		3,304
Equity method investments	17		18
Total	$	5,404	$	5,152

The components of gains (losses) on equity investments, net for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Ongoing mark-to-market adjustments on marketable equity securities	$	(291)	$	(103)
Observable price adjustments on non-marketable equity securities	551		79
Impairment charges	(38)		(143)
Sale of equity investments and other¹	146		56
Total gains (losses) on equity investments, net	$	368	$	(111)

1 Sale of equity investments and other includes realized gains (losses) on sales of non-marketable equity investments, our share of equity method investees' gains (losses) and distributions, and initial fair value adjustments recorded upon a security becoming marketable.

Gains and losses for our marketable and non-marketable equity securities for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net gains (losses) recognized during the period on equity securities	$	311	$	(140)
Less: Net (gains) losses recognized during the period on equity securities sold during the period	(85)		(7)
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	226	$	(147)

Beijing Unisoc Technology Ltd.

We account for our interest in Beijing Unisoc Technology Ltd. (Unisoc) as a non-marketable equity security. During the first three months of 2021, we recognized $471 million in observable price adjustments in our investment in Unisoc and as of March 27, 2021 the net book value of the investment is $1.1 billion ($658 million as of December 26, 2020).

Note 8 : Acquisitions and Divestitures

Divestitures

NAND Memory Business

On October 19, 2020, we signed an agreement with SK hynix Inc. (SK hynix) to divest our NAND memory business, including our NAND memory fabrication facility in Dalian, China and certain related equipment and tangible assets (the Fab Assets), our NAND SSD business (the NAND SSD Business), and our NAND memory technology and manufacturing business (the NAND OpCo Business). Our Intel Optane memory business is expressly excluded from the transaction. The transaction will occur over two closings for total consideration of $9.0 billion in cash, of which $7.0 billion will be received upon initial closing, not to occur prior to November 1, 2021, and the remaining $2.0 billion will be received no earlier than March 2025. The consummations of the first closing and the second closing are subject to customary conditions, including the receipt of certain governmental approvals.

At the first closing, Intel will sell to SK hynix the Fab Assets and the NAND SSD Business, and SK hynix will assume from Intel certain liabilities related to the Fab Assets and the NAND SSD Business. In connection with the first closing, we and certain affiliates of SK hynix will also enter into a NAND wafer manufacturing and sale agreement pursuant to which we will manufacture and sell to SK hynix NAND memory wafers to be manufactured using the Fab Assets in Dalian, China, until the second closing.

We will transfer certain employees, IP, and other assets related to the NAND OpCo Business to separately created, wholly owned subsidiaries of Intel at the first closing. The equity interest of these wholly owned subsidiaries will transfer to SK hynix at the second closing. We have concluded based on the terms of the transaction agreements that the subsidiaries will be variable interest entities for which we are not the primary beneficiary, and accordingly will deconsolidate at the first closing.

Financial Statements  Notes to Financial Statements 12

The carrying amounts of the major classes of NAND assets held for sale included the following:

(In Millions)	Mar 27, 2021		Dec 26, 2020
Inventories	$	723	$	962
Property, plant and equipment, net	4,759		4,363
Total assets held for sale	$	5,482	$	5,325

We ceased recording depreciation on property, plant and equipment as of the date the assets triggered held for sale accounting. Total capital purchases of approximately $1.8 billion expected in 2021 prior to the first closing will be classified as assets held for sale in the Consolidated Condensed Balance Sheets and within additions to held for sale NAND property, plant and equipment on the Consolidated Condensed Statements of Cash Flows.

Note 9 : Borrowings

In March 2021, we entered into a $5.0 billion variable-rate revolving credit facility which, if drawn, is expected to be used for general corporate purposes. The revolving credit facility matures in March 2026 and had no borrowings outstanding as of March 27, 2021.

We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program.

Our senior floating rate notes pay interest quarterly and our senior fixed rate notes pay interest semiannually. We may redeem the fixed rate notes prior to their maturity at our option at specified redemption prices and subject to certain restrictions. The obligations under our notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and effectively rank junior to all liabilities of our subsidiaries.

Financial Statements  Notes to Financial Statements 13

Note 10 : Fair Value

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

	Mar 27, 2021								Dec 26, 2020
	Fair Value Measured and Recorded at Reporting Date Using								Fair Value Measured and Recorded at Reporting Date Using
(In Millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Corporate debt	$	—	$	297	$	—	$	297	$	—	$	50	$	—	$	50
Financial institution instruments¹	2,130		849		—		2,979		2,781		636		—		3,417
Government debt²	—		33		—		33		—		—		—		—
Reverse repurchase agreements	—		1,350		—		1,350		—		1,900		—		1,900
Short-term investments:
Corporate debt	—		851		—		851		—		428		—		428
Financial institution instruments¹	—		878		—		878		—		1,179		—		1,179
Government debt²	—		688		—		688		—		685		—		685
Trading assets:
Corporate debt	—		4,176		—		4,176		—		3,815		—		3,815
Financial institution instruments¹	110		2,851		—		2,961		131		2,847		—		2,978
Government debt²	—		7,651		—		7,651		—		8,945		—		8,945
Other current assets:
Derivative assets	33		410		—		443		48		644		—		692
Loans receivable³	—		214		—		214		—		439		—		439
Marketable equity securities	139		1,384		—		1,523		136		1,694		—		1,830
Other long-term investments:
Corporate debt	—		1,025		—		1,025		—		1,520		—		1,520
Financial institution instruments¹	—		230		—		230		—		257		—		257
Government debt²	—		154		—		154		—		415		—		415
Other long-term assets:
Derivative assets	—		1,004		14		1,018		—		1,520		30		1,550
Loans receivable³	—		—		—		—		—		157		—		157
Total assets measured and recorded at fair value	$	2,412	$	24,045	$	14	$	26,471	$	3,096	$	27,131	$	30	$	30,257
Liabilities
Other accrued liabilities:
Derivative liabilities	$	6	$	603	$	—	$	609	$	—	$	810	$	—	$	810
Other long-term liabilities:
Derivative liabilities	—		9		—		9		—		5		—		5
Total liabilities measured and recorded at fair value	$	6	$	612	$	—	$	618	$	—	$	815	$	—	$	815

1Level 1 investments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions.

2Level 2 investments consist primarily of U.S. agency notes and non-U.S. government debt.

3The fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

Our non-marketable equity securities, equity method investments, and certain non-financial assets, such as intangible assets and property, plant and equipment, are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an observable price adjustment or impairment is recognized on our non-marketable equity securities during the period, we classify these assets as Level 3.

Financial Statements  Notes to Financial Statements 14

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Financial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not been remeasured or impaired in the current period, grants receivable, and issued debt.

We classify the fair value of grants receivable as Level 2. The estimated fair value of these financial instruments approximates their carrying value. The aggregate carrying value of grants receivable as of March 27, 2021 was $144 million (the aggregate carrying value of grants receivable as of December 26, 2020 was $139 million).

We classify the fair value of issued debt (excluding commercial paper and drafts payable) as Level 2. The fair value of these instruments was $38.5 billion as of March 27, 2021 ($40.9 billion as of December 26, 2020).

Note 11 : Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the first three months of 2021 were as follows:

(In Millions)	Unrealized Holding Gains (Losses) on Derivatives		Actuarial Valuation and Other Pension Expenses		Translation Adjustments and Other		Total
Balance as of December 26, 2020	$	731	$	(1,565)	$	83	$	(751)
Other comprehensive income (loss) before reclassifications	(334)		5		(19)		(348)
Amounts reclassified out of accumulated other comprehensive income (loss)	(95)		16		—		(79)
Tax effects	79		(8)		4		75
Other comprehensive income (loss)	(350)		13		(15)		(352)
Balance as of March 27, 2021	$	381	$	(1,552)	$	68	$	(1,103)

We estimate that we will reclassify approximately $127 million (before taxes) of net derivative gains included in accumulated other comprehensive income (loss) into earnings within the next 12 months.

Note 12 : Derivative Financial Instruments

Volume of Derivative Activity

Total gross notional amounts for outstanding derivatives at the end of each period were as follows: 

(In Millions)	Mar 27, 2021		Dec 26, 2020
Foreign currency contracts	$	31,349	$	31,209
Interest rate contracts	14,556		14,461
Other	2,139		2,026
Total	$	48,044	$	47,696

Financial Statements  Notes to Financial Statements 15

Fair Value of Derivative Instruments

	Mar 27, 2021				Dec 26, 2020
(In Millions)	Assets1		Liabilities2		Assets1		Liabilities2
Derivatives designated as hedging instruments:
Foreign currency contracts3	$	215	$	110	$	551	$	2
Interest rate contracts	986		—		1,498		—
Total derivatives designated as hedging instruments	1,201		110		2,049		2
Derivatives not designated as hedging instruments:
Foreign currency contracts3	221		404		142		685
Interest rate contracts	6		98		3		128
Equity contracts	33		6		48		—
Total derivatives not designated as hedging instruments	260		508		193		813
Total derivatives	$	1,461	$	618	$	2,242	$	815

1Derivative assets are recorded as other assets, current and non-current.

2Derivative liabilities are recorded as other liabilities, current and non-current.

3The majority of these instruments mature within 12 months.

Amounts Offset in the Consolidated Condensed Balance Sheets

The gross amounts of our derivative instruments and reverse repurchase agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows:

	Mar 27, 2021
							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	$	1,455			$	1,455	$	(404)	$	(1,036)	$	15
Reverse repurchase agreements	1,350		—		1,350		—		(1,350)		—
Total assets	2,805		—		2,805		(404)		(2,386)		15
Liabilities:
Derivative liabilities subject to master      netting arrangements	516		—		516		(404)		(112)		—
Total liabilities	$	516	$	—	$	516	$	(404)	$	(112)	$	—

	Dec 26, 2020
							Gross Amounts Not Offset in the Balance Sheet
(In Millions)	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments		Cash and Non-Cash Collateral Received or Pledged		Net Amount
Assets:
Derivative assets subject to master      netting arrangements	$	2,235	$	—	$	2,235	$	(264)	$	(1,904)	$	67
Reverse repurchase agreements	1,900		—		1,900		—		(1,900)		—
Total assets	4,135		—		4,135		(264)		(3,804)		67
Liabilities:
Derivative liabilities subject to master      netting arrangements	711		—		711		(264)		(447)		—
Total liabilities	$	711	$	—	$	711	$	(264)	$	(447)	$	—

Financial Statements  Notes to Financial Statements 16

We obtain and secure available collateral from counterparties against obligations, including securities lending transactions and reverse repurchase agreements, when we deem it appropriate.

Derivatives in Cash Flow Hedging Relationships

The before-tax net gains or losses attributed to cash flow hedges, recognized in other comprehensive income (loss), were $334 million net losses in the first three months of 2021 ($373 million net losses in the first three months of 2020). Substantially all of our cash flow hedges were foreign currency contracts for all periods presented.

During the first three months of 2021 and 2020, the amounts excluded from effectiveness testing were insignificant.

Derivatives in Fair Value Hedging Relationships

The effects of derivative instruments designated as fair value hedges, recognized in interest and other, net for each period were as follows:

	Gains (Losses) Recognized in Consolidated Condensed Statements of Income on Derivatives
(In Millions)	Mar 27, 2021		Mar 28, 2020
Interest rate contracts	$	(512)	$	954
Hedged items	512		(954)
Total	$	—	$	—

The amounts recorded on the Consolidated Condensed Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:

Line Item in the Consolidated Condensed Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Item Asset/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities)
(In Millions)	Mar 27, 2021		Dec 26, 2020		Mar 27, 2021		Dec 26, 2020
Long-term debt	$	(12,983)	$	(13,495)	$	(986)	$	(1,498)

The total notional amount of pay-variable and receive-fixed interest rate swaps was $12.0 billion as of March 27, 2021 and as of December 26, 2020.

Derivatives Not Designated as Hedging Instruments

The effects of derivative instruments not designated as hedging instruments on the Consolidated Condensed Statements of Income for each period were as follows:

		Three Months Ended
(In Millions)	Location of Gains (Losses) Recognized in Income on Derivatives	Mar 27, 2021		Mar 28, 2020
Foreign currency contracts	Interest and other, net	$	234	$	154
Interest rate contracts	Interest and other, net	23		(77)
Other	Various	55		(268)
Total		$	312	$	(191)

Financial Statements  Notes to Financial Statements 17

Note 13 : Contingencies

Legal Proceedings

We are a party to various legal proceedings, including those noted in this section. In the first quarter of 2021, we accrued a charge of $2.2 billion related to litigation involving VLSI, described below. Excluding this charge, management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends; however, legal proceedings and related government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could include substantial monetary damages. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices, or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, and overall trends. We might also conclude that settling one or more such matters is in the best interests of our stockholders, employees, and customers, and any such settlement could include substantial payments. Except as specifically described below, we have not concluded that settlement of any of the legal proceedings noted in this section is appropriate at this time.

European Commission Competition Matter

In 2001, the EC commenced an investigation regarding claims by Advanced Micro Devices, Inc. (AMD) that we used unfair business practices to persuade customers to buy our microprocessors. We received numerous requests for information and documents from the EC and we responded to each of those requests. The EC issued a Statement of Objections in July 2007 and held a hearing on that Statement in March 2008. The EC issued a Supplemental Statement of Objections in July 2008. In May 2009, the EC issued a decision finding that we had violated Article 82 of the EC Treaty and Article 54 of the European Economic Area Agreement. In general, the EC found that we violated Article 82 (later renumbered as Article 102 by a new treaty) by offering alleged "conditional rebates and payments" that required our customers to purchase all or most of their x86 microprocessors from us. The EC also found that we violated Article 82 by making alleged "payments to prevent sales of specific rival products." The EC imposed a fine in the amount of €1.1 billion ($1.4 billion as of May 2009), which we subsequently paid during the third quarter of 2009, and ordered us to "immediately bring to an end the infringement referred to in" the EC decision.

The EC decision contained no specific direction on whether or how we should modify our business practices. Instead, the decision stated that we should "cease and desist" from further conduct that, in the EC's opinion, would violate applicable law. We took steps, which are subject to the EC's ongoing review, to comply with that decision pending appeal. We had discussions with the EC to better understand the decision and to explain changes to our business practices.

We appealed the EC decision to the Court of First Instance (which has been renamed the General Court) in July 2009. The hearing of our appeal took place in July 2012. In June 2014, the General Court rejected our appeal in its entirety. In August 2014, we filed an appeal with the European Court of Justice. In November 2014, Intervener Association for Competitive Technologies filed comments in support of Intel’s grounds of appeal. The EC and interveners filed briefs in November 2014, we filed a reply in February 2015, and the EC filed a rejoinder in April 2015. The Court of Justice held oral argument in June 2016. In October 2016, Advocate General Wahl, an advisor to the Court of Justice, issued a non-binding advisory opinion that favored Intel on a number of grounds. The Court of Justice issued its decision in September 2017, setting aside the judgment of the General Court and sending the case back to the General Court to examine whether the rebates at issue were capable of restricting competition. The General Court has appointed a panel of five judges to consider our appeal of the EC’s 2009 decision in light of the Court of Justice’s clarifications of the law. In November 2017, the parties filed initial “Observations” about the Court of Justice’s decision and the appeal and were invited by the General Court to offer supplemental comments to each other’s “Observations,” which the parties submitted in March 2018. Responses to other questions posed by the General Court were filed in May and June 2018. The General Court heard oral argument in March 2020. Pending the final decision in this matter, the fine paid by Intel has been placed by the EC in commercial bank accounts where it accrues interest.

Litigation Related to Security Vulnerabilities

In June 2017, a Google research team notified us and other companies that it had identified security vulnerabilities (now commonly referred to as “Spectre” and “Meltdown”) that affect many types of microprocessors, including our products. As is standard when findings like these are presented, we worked together with other companies in the industry to verify the research and develop and validate software and firmware updates for impacted technologies. On January 3, 2018, information on the security vulnerabilities was publicly reported, before software and firmware updates to address the vulnerabilities were made widely available.

Numerous lawsuits have been filed against Intel and, in certain cases, our current and former executives and directors, in U.S. federal and state courts and in certain courts in other countries relating to the Spectre and Meltdown security vulnerabilities, as well as other variants of these vulnerabilities that have since been identified.

Financial Statements  Notes to Financial Statements 18

As of April 21, 2021, consumer class action lawsuits relating to the above class of security vulnerabilities publicly disclosed since 2018 were pending in the United States, Canada, and Israel. The plaintiffs, who purport to represent various classes of purchasers of our products, generally claim to have been harmed by Intel's actions and/or omissions in connection with the security vulnerabilities and assert a variety of common law and statutory claims seeking monetary damages and equitable relief. In the United States, numerous individual class action suits filed in various jurisdictions were consolidated in April 2018 for all pretrial proceedings in the U.S. District Court for the District of Oregon. In March 2020, the court granted Intel's motion to dismiss the complaint in that consolidated action but granted plaintiffs leave to amend. In March 2021, the court granted Intel’s motion to dismiss that amended complaint, but granted plaintiffs leave to further amend in part. In Canada, in one case pending in the Superior Court of Justice of Ontario, an initial status conference has not yet been scheduled. In a second case pending in the Superior Court of Justice of Quebec, a stay of the case is in effect until July 2021. In Israel, two consumer class action lawsuits were filed in the District Court of Haifa. In the first case, the District Court denied the parties' joint motion to stay filed in January 2019, but to date has deferred Intel's deadline to respond to the complaint. Intel filed a motion to stay the second case pending resolution of the consolidated proceeding in the United States, and a hearing on that motion has been scheduled for October 2021. Additional lawsuits and claims may be asserted seeking monetary damages or other related relief. We dispute the pending claims described above and intend to defend those lawsuits vigorously. Given the procedural posture and the nature of those cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from those matters.

In addition to these lawsuits, Intel stockholders filed multiple shareholder derivative lawsuits since January 2018 against certain current and former members of our Board of Directors and certain current and former officers, alleging that the defendants breached their duties to Intel in connection with the disclosure of the security vulnerabilities and the failure to take action in relation to alleged insider trading. The complaints sought to recover damages from the defendants on behalf of Intel. Some of the derivative actions were filed in the U.S. District Court for the Northern District of California and were consolidated, and the others were filed in the Superior Court of the State of California in San Mateo County and were consolidated. The federal court granted defendants' motion to dismiss in August 2018 on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board. The federal court granted plaintiffs leave to amend their complaint, but subsequently dismissed the cases in January 2019 at plaintiffs' request. The California Superior Court entered judgment in defendants' favor in August 2020 after granting defendants' motions to dismiss plaintiffs' consolidated complaint and three successive amended complaints, all for failure to plead facts sufficient to show plaintiffs were excused from making pre-lawsuit demand on the Board. Plaintiffs filed a notice of appeal of the California court's judgment in October 2020.

In January 2021, another Intel stockholder filed a derivative lawsuit in the Superior Court in San Mateo County against certain current and former officers and members of our Board of Directors. The lawsuit asserts claims similar to those dismissed in August 2020, except that it alleges that the stockholder made a pre-lawsuit demand on our Board of Directors and that the demand was wrongfully refused. Defendants moved to dismiss or stay the action in March 2021, because Intel’s bylaws require such claims to be brought in Delaware.

Institute of Microelectronics, Chinese Academy of Sciences v. Intel China, Ltd., et al.

In February 2018, the Institute of Microelectronics of the Chinese Academy of Sciences (IMECAS) sued Intel China, Ltd., Dell China, Ltd. (Dell), and Beijing JingDong Century Information Technology, Ltd. (JD) for patent infringement in the Beijing High Court. IMECAS alleges that Intel’s Core series processors infringe Chinese patent CN 102956457 (’457 Patent). The complaint demands an injunction and damages of at least RMB 200,000,000 plus the cost of litigation. A trial date is not yet set. In March 2018, Dell tendered indemnity to Intel, which Intel granted in April 2018. JD also tendered indemnity to Intel, which Intel granted in October 2018. In March 2018, Intel filed an invalidation request on the ‘457 patent with the Chinese Patent Review Board (PRB). The PRB held an oral hearing in September 2018 and in February 2019 upheld the validity of the challenged claims. Intel filed a complaint in April 2019 with the Beijing Intellectual Property Court challenging the February 2019 PRB ruling. In January 2020, Intel filed a second invalidation request on the ‘457 patent with the PRB, for which the PRB heard oral argument in July 2020 and in November 2020 held the challenged apparatus claims invalid. IMECAS filed a complaint in February 2021 with the Beijing Intellectual Property Court challenging the November 2020 PRB ruling. In December 2020, Intel filed a third invalidation request on the ’457 patent with the PRB.  A hearing on Intel’s third PRB invalidation request on the ’457 patent is scheduled for May 2021. In September 2018 and March 2019, Intel filed petitions with the U. S. Patent & Trademark Office (USPTO) requesting institution of inter partes review (IPR) of U.S. Patent No. 9,070,719, the U.S. counterpart to the ‘457 patent. The USPTO denied institution of Intel’s petitions in March and October 2019, respectively. In April 2019, Intel filed a request for rehearing and a petition for a Precedential Opinion Panel (POP) in the USPTO to challenge the denial of its first IPR petition, and in November 2019 Intel filed a request for rehearing on the second IPR petition. In January 2020, the USPTO denied the POP petition on the first IPR petition. In June 2020, the Patent Trial and Appeal Board denied Intel's rehearing requests on both petitions.

Financial Statements  Notes to Financial Statements 19

In October 2019, IMECAS filed second and third lawsuits, in the Beijing IP Court, alleging infringement of Chinese Patent No. CN 102386226 (‘226 Patent) based on the manufacturing and sale of Intel’s Core i3 microprocessors. Defendants in the second case are Lenovo (Beijing) Co., Ltd. (Lenovo) and Beijing Jiayun Huitong Technology Development Co. Ltd. (BJHT). Defendants in the third case are Intel Corp., Intel China Co., Ltd., the Intel China Beijing Branch, Beijing Digital China Co., Ltd. (Digital China), and JD. Both complaints demand injunctions plus litigation costs and reserve the right to claim damages in unspecified amounts. No proceedings have occurred or are yet scheduled in these lawsuits. In December 2019, Lenovo tendered indemnity to Intel, which Intel granted in March 2020. In July 2020, Intel filed two invalidation requests on the '226 patent with the Chinese PRB. The PRB heard oral argument in December 2020, during which IMECAS proposed amendments to two claims. The PRB ruled in April 2021 on both invalidation requests, finding the two amended claims as well as the unamended claims not invalid. Given the procedural posture and the nature of these cases, the unspecified nature and extent of damages claimed by IMECAS, and uncertainty regarding the availability of injunctive relief under applicable law, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, arising from these matters. We dispute IMECAS’s claims and intend to vigorously defend against them.

VLSI Technology LLC v. Intel

In October 2017, VLSI filed a complaint against Intel in the U.S. District Court for the Northern District of California alleging infringement of eight patents acquired from NXP Semiconductors, N.V. (NXP). The patents, which originated at Freescale Semiconductor, Inc. and NXP B.V., are U.S. Patent Nos. 7,268,588; 7,675,806; 7,706,207; 7,709,303; 8,004,922; 8,020,014; 8,268,672; and 8,566,836. VLSI accuses various FPGA and processor products of infringement. VLSI estimated its damages to be as high as $7.1 billion, and its complaint further sought enhanced damages, future royalties, attorneys’ fees, costs, and interest. In May, June, September, and October 2018, Intel filed IPR petitions challenging the patentability of certain claims in all eight of the patents in-suit. The PTAB instituted review of six patents and denied institution on two patents. As a result of the institution decisions, the parties stipulated to stay the District Court action in March 2019. In December 2019 and February 2020, the PTAB found all claims of the '588 and '303 patents, and some claims of the '922 patent, to be unpatentable. The PTAB found the challenged claims of the '014, '672, and '207 patents to be patentable. Intel moved for a continuation of the stay in March 2020 as it appealed certain rulings by the PTAB. In June 2020, the District Court issued an order continuing the stay through August 2021 and setting trial for December 2022. The Federal Circuit has thus far affirmed the PTAB’s decisions as to the ‘207 and ‘672 patents.

In June 2018, VLSI filed a second suit against Intel, in U.S. District Court for the District of Delaware, alleging infringement by various Intel processors of five additional patents acquired from NXP: U.S. Patent Nos. 6,212,663; 7,246,027; 7,247,552; 7,523,331; and 8,081,026. VLSI accused Intel of willful infringement and seeks an injunction or, in the alternative, ongoing royalties, enhanced damages, attorneys’ fees and costs, and interest. In March 2019, the District Court dismissed VLSI’s claims for willful infringement as to all the patents-in-suit except the ‘027 patent, and also dismissed VLSI’s allegations of indirect infringement as to the ‘633, ‘331, and ‘026 patents. In June 2019, Intel filed requests for inter partes review of the patentability of claims in all five patents-in-suit. In January 2020, the District Court vacated the November 2020 trial date based on agreement of the parties; no trial date is currently set. In January and February 2020, the PTAB instituted review of the '552, '633, '331, and '026 patents and as a result Intel moved for stay of the District Court proceedings. In May 2020, the District Court stayed the case as to the '026 and '552 patents but allowed the case to proceed on the '027 and '331 patents. In January 2021, the PTAB invalidated certain asserted claims of the ‘026 patent, and in February the PTAB invalidated all asserted claims of the ‘552 patent. Intel filed a notice of appeal regarding the PTAB’s decision as to the ‘026 patent in March 2021, and the case remains stayed as to that patent. For the '027 and '331 patents, VLSI is seeking damages of approximately $4.13 billion plus enhanced damages for the '027 patent. VLSI is no longer asserting claims from the '633 patent.

In March 2019, VLSI filed a third suit against Intel, also in U.S. District Court for the District of Delaware, alleging infringement of six more patents acquired from NXP: U.S. Patent Nos. 6,366,522; 6,663,187; 7,292,485; 7,606,983; 7,725,759; and 7,793,025. In April 2019, VLSI voluntarily dismissed this Delaware case without prejudice. In April 2019, VLSI filed three new infringement suits against Intel in the U.S. District Court for the Western District of Texas (WDTX) accusing various Intel processors of infringement. The three suits collectively assert the same six patents from the voluntarily dismissed Delaware case plus two additional patents acquired from NXP, U.S. Patent Nos. 7,523,373 and 8,156,357. VLSI accuses Intel of willful infringement and seeks an injunction or, in the alternative, ongoing royalties, enhanced damages, attorneys’ fees and costs, and interest. In the first Texas case, VLSI asserted the ‘373 and ‘759 patents (in December 2020 the Court granted Intel summary judgment of non-infringement on the ‘357 patent, which had also been asserted in the first Texas case). That case went to trial in February 2021, and the jury awarded a “lump sum” to VLSI of $1.5 billion for literal infringement of the ‘373 patent and $675 million for infringement under the doctrine of equivalents of the ‘759 patent. The jury found that Intel had not willfully infringed either patent. Intel plans to challenge the verdict in post-trial motions and on appeal. The second Texas case went to trial in April 2021, and the jury found that Intel does not infringe the ‘522 and ‘187 patents. The third case is scheduled for trial on June 7, 2021, and VLSI seeks over $1.9 billion for alleged infringement of the ‘983, ‘025 and ‘485 patents, plus enhanced damages for willful infringement. In October and November 2019, and in February 2020, Intel filed IPR petitions on certain asserted claims across six of the patents-in-suit in WDTX. Between May and October 2020, the PTAB denied all of these requests. Intel requested a rehearing and review from the POP as to all petitions. All requests for POP review were denied in October and December 2020, and all requests for rehearing were denied as to all petitions between December 2020 and February 2021. Intel filed notices of appeal regarding the discretionary denials for all petitions in February and March of 2021, and VLSI moved to dismiss those appeals in March 2021. The Federal Circuit has consolidated the 12 appeals into five separate sets. In each of the first three of the consolidated appeals, the Director of the USPTO has intervened in support of VLSI’s motions to dismiss, and the Director has indicated an intent to intervene in the remaining two. The Federal Circuit has not yet ruled on these issues.

Financial Statements  Notes to Financial Statements 20

In May 2019, VLSI filed a case in Shenzhen Intermediate People’s Court against Intel, Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserts Chinese Patent 201410094015.9 accusing certain Intel Core processors of infringement. VLSI requests an injunction as well as RMB 1.3 million in damages. Defendants filed an invalidation petition in October 2019 with the PRB, but no hearing date has been set. In May 2020, defendants filed a motion to stay the trial court proceedings pending a determination on invalidity. The court has not yet ruled on the motion to stay. The court held the first evidentiary hearing in November 2020.

In May 2019, VLSI filed a second case in Shanghai Intellectual Property Court against Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserts Chinese Patent 201080024173.7. VLSI accuses certain Intel core processors and seeks an injunction. Defendants filed with the PRB an invalidation petition in October 2019. No hearing date has been set. In June 2020, defendants filed a motion to stay the trial court proceedings pending a determination on invalidity. The court held its first evidentiary hearing in September 2020. The court held a second evidentiary hearing in December 2020. The court stayed the case in December 2020 pending a determination on invalidity by the PRB.

In November 2019, Intel, along with Apple Inc., filed a complaint against Fortress Investment Group LLC, Fortress Credit Co. LLC, Uniloc 2017 LLC, Uniloc USA, Inc., Uniloc Luxembourg S.A.R.L., VLSI, INVT SPE LLC, Inventergy Global, Inc., DSS Technology Management, Inc., IXI IP, LLC, and Seven Networks, LLC. Plaintiffs allege violations of Section 1 of the Sherman Act by certain defendants, Section 7 of the Clayton Act by certain defendants, and California Business and Professions Code section 17200 by all defendants based on defendants' unlawful aggregation of patents. In February 2020, defendants moved to dismiss plaintiffs' complaint. In July 2020, the court granted defendants’ motion to dismiss with leave to amend. The court dismissed antitrust claims related to two DSS patents with prejudice. The plaintiffs filed an amended complaint in August 2020, and defendants moved to dismiss in September 2020. The court heard defendants' motion to dismiss the amended complaint in December 2020 and dismissed plaintiffs’ amended complaint in January 2021, with leave to further amend. In December 2020, the court granted a joint motion by Apple and Seven Networks to dismiss with prejudice Apple’s claims against Seven Networks. Plaintiffs filed a second amended complaint in March 2021.

In June 2020, affiliates controlled by Fortress Investment Group, which also controls VLSI, acquired Finjan Holdings, Inc. Intel had signed a “Settlement, Release and Patent License Agreement” with Finjan in 2012, acquiring a license to the patents of Finjan and its affiliates, current or future, through a capture period of November 20, 2022. The agreement also contains covenants wherein Finjan agrees to cause its affiliates to comply with the agreement. As such, Intel maintains that it now has a license to the patents of VLSI, which has become a Finjan affiliate, and that Finjan must cause VLSI to dismiss its suits against Intel. In August 2020, Intel started dispute resolution proceedings under the agreement. As a part of this dispute resolution process, Intel and Finjan held a mediation in December 2020, but failed to resolve their differences. Intel filed suit to enforce its rights under the License Agreement with Finjan in January 2021 in Delaware Chancery Court. In March 2021, defendants filed motions to dismiss the Chancery Court proceedings. In September 2020, Intel filed motions to stay the Texas, Delaware, and Shanghai matters pending resolution of its dispute with Finjan. In November 2020, Intel filed a motion to stay the Shenzhen matter pending resolution of its dispute with Finjan. In November 2020, the Delaware Court denied Intel’s motion to stay. The other stay motions remain pending. Finally, Intel filed a motion to amend its answer in the Texas matters to add a license defense in November 2020, and filed a motion to amend its answer in the Delaware matter to add a license defense in February 2021. The courts have yet to rule on these motions.

After consideration of the verdicts in the WDTX cases and the additional pending lawsuits filed by VLSI, Intel accrued a charge of $2.2 billion in the first quarter of 2021. We dispute VLSI’s claims and intend to vigorously defend against them.

Litigation Related to 7nm Product Delay Announcement

Starting in July 2020, five securities class action lawsuits were filed in the U.S. District Court for the Northern District of California against Intel and certain current and former officers based on Intel’s July 2020 announcement of 7nm product delays. The plaintiffs, who purport to represent classes of acquirers of Intel stock between October 2019 and July 2020, generally allege that the defendants violated securities laws by making false or misleading statements about the timeline for 7nm products in light of subsequently announced delays. In October 2020, the court consolidated the lawsuits and appointed lead plaintiffs, and in January 2021 the lead plaintiffs filed a consolidated complaint. Defendants moved to dismiss the consolidated complaint in March 2021. We dispute the claims described above and intend to defend the lawsuits vigorously. Given the procedural posture and the nature of those cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from those matters.

In addition to the securities lawsuits, several Intel stockholders filed derivative lawsuits against certain members of our Board of Directors and certain current and former officers based on Intel’s July 2020 announcement of 7nm product delays. The complaints, which were filed in the U.S. District Court for the District of Delaware in December 2020, alleged that defendants breached their fiduciary duties to Intel by either making or allowing the company to make alleged misstatements about the timeline for 7nm products during the class period alleged in the securities litigation. Certain of the complaints also alleged claims under Section 14(a) of the Securities Exchange Act of 1934. The court consolidated the cases in January 2021, and ordered plaintiffs to file a consolidated complaint by mid-April 2021. In early April 2021, plaintiffs voluntarily dismissed the action.

Financial Statements  Notes to Financial Statements 21

Key Terms

We use terms throughout our document that are specific to Intel or that are abbreviations that may not be commonly known or used. Below is a list of these terms used in our document.

Term	Definition
2009 Debentures	3.25% junior subordinated convertible debentures due 2039
Form 10-K	Annual Report on Form 10-K
5G	The fifth-generation mobile network, which is expected to bring dramatic improvements in network speeds and latency, and which we view as a transformative technology and opportunity for many industries
ADAS	Advanced driver-assistance systems
Adjacent products	All of our non-platform products for CCG, DCG, and IOTG, such as modem, Ethernet and silicon photonics, as well as Mobileye, NSG, and PSG products. Combined with our platform products, adjacent products form comprehensive platform solutions to meet customer needs
ASIC	Application-specific integrated circuit
ASP	Average selling price
AV	Autonomous vehicle
CCG	Client Computing Group operating segment
CODM	Chief operating decision maker
COVID-19	The infectious disease caused by the most recently discovered coronavirus (aka SARS-CoV-2), which was declared a global pandemic by the World Health Organization
CPU	Processor or central processing unit
DCG	Data Center Group operating segment
EC	European Commission
Form 10-Q	Quarterly Report on Form 10-Q
FPGA	Field-programmable gate array
IDM	Integrated device manufacturer
Internet of Things	Refers to the Internet of Things market in which we sell our IOTG and Mobileye products
IOTG	Internet of Things Group operating segment
IP	Intellectual property
MD&A	Management's Discussion & Analysis
MG&A	Marketing, general and administrative
NAND	NAND flash memory
nm	Nanometer
NSG	Non-Volatile Memory Solutions Group operating segment
OEM	Original equipment manufacturer
Platform products	A microprocessor (CPU) and chipset, a stand-alone SoC, or a multichip package, based on Intel architecture. Platform products are primarily used in solutions sold through the CCG, DCG, and IOTG segments
PSG	Programmable Solutions Group operating segment
R&D	Research and development
RSU	Restricted stock unit
SEC	U.S. Securities and Exchange Commission
SoC	A System-on-a-Chip, which integrates most of the components of a computer or other electronic system into a single silicon chip. We offer a range of SoC platform products in DCG, IOTG, and CCG. In our DCG business, we offer SoCs across many market segments for a variety of applications, including products targeted for 5G base stations and network infrastructure
SSD	Solid-state drive
U.S. GAAP	U.S. Generally Accepted Accounting Principles
VLSI	VLSI Technology LLC

Financial Statements  Notes to Financial Statements 22

Management's Discussion and Analysis

For additional key highlights of our results of operations, see "A Quarter in Review."

Data Center Group

DCG develops workload-optimized platforms for compute, storage, and network functions. With unmatched scale, portfolio breadth, and ecosystem support, we are uniquely positioned to enable the world to unleash the potential of data, unlocking value for people, business, and society on a global scale. Market segments include cloud service providers, enterprise and government, and communications service providers. We serve the global appetite for cloud computing and enable transformation of the network and edge. In 2021, our DCG operating segment includes the results of our Intel Optane memory business.

DCG Revenue $B DCG Operating Income $B

■ Platform ■ Adjacent

Revenue Summary

Revenue in Q1 2021 was down 20% compared to Q1 2020, driven by decreased volume and lower ASPs on higher SoC volume and weaker core mix. The decline was partially offset by growth in adjacencies driven by 5G networking deployment. Year over year revenue in the cloud service providers market segment was down 29% due to a continued capacity digestion cycle, and the enterprise and government market segment was down 20% driven by weaker macroeconomic conditions due to COVID-19. The communications service providers market segment was up 5% year over year.

We expect increased demand in the second half of the year as cloud digestion subsides, along with recovery in our enterprise and government market segment. U.S. export licensing policies with China and parties on the U.S. government Entity List may have an adverse impact on demand.

	Q1 2021 vs. Q1 2020
(In Millions)	%		$ Impact
Platform volume	down	(13)%	$	(832)
Platform ASP	down	(14)%	(784)
Adjacent products	up	33%	187
Total change in revenue			$	(1,429)

Operating Income Summary

Operating income in Q1 2021 decreased 64% from Q1 2020, with an operating margin of 23%.

(In Millions)
$	1,273	Q1 2021 DCG Operating Income
(1,520)		Lower gross margin from platform revenue
(240)		Higher operating expenses
(185)		Higher platform unit cost primarily from increased mix of 10nm products
(142)		Higher DCG period charges primarily associated with 7nm and reserve of non-qualified platform products
(35)		Lower DCG adjacent margin
(97)		Other
$	3,492	Q1 2020 DCG Operating Income

MD&A 23

Internet of Things

More industries are harnessing the power of data to create business value, innovate, and grow. This requires that intelligence move closer to the edge, allowing data to be acted on where it is created. Working with our partners, we are using our architecture, accelerators, and software to develop and scale a growing Internet of Things portfolio and ecosystem. Our Internet of Things portfolio is comprised of our IOTG and Mobileye businesses.

IOTG develops high-performance compute platforms that solve for technology and business use cases that can scale across vertical industries and embedded markets. Our customers include retailers, manufacturers, health and life sciences, governments, and education providers. We reduce complexity in the ecosystem with a common architecture and software to help enable our customers to create and process data at the edge to analyze it faster and to act on it sooner.

Mobileye is the global leader in driving assistance and self-driving solutions. Our product portfolio employs a broad set of technologies, covering computer vision and machine learning-based sensing, data analysis, localization, mapping, and driving policy technology for ADAS and AVs. Mobileye's ADAS products form the building blocks for higher levels of autonomy. Our customers and strategic partners include major global OEMs, Tier 1 automotive system integrators, fleet managers, and transportation operators.

Internet of Things Revenue $B Internet of Things Operating Income $B

■ IOTG ■ Mobileye ■ IOTG ■ Mobileye

Revenue and Operating Income Summary

Q1 2021 vs. Q1 2020

IOTG revenue was $914 million, up $31 million, driven by higher demand for IOTG platform products amid recovery from the economic impacts of COVID-19. Operating income was $212 million, down $31 million year over year.

Mobileye achieved record revenue of $377 million, up $123 million driven by improvement in global vehicle production as the auto industry recovers from pandemic lows. Mobileye operating income was $147 million, up $59 million year over year.

MD&A 24

Non-Volatile Memory Solutions Group

On October 19, 2020, we signed an agreement with SK hynix Inc. (SK hynix) to divest our NAND memory business. The transaction will occur over two closings as described in more detail in "Note 8: Acquisitions and Divestitures" in Notes to Consolidated Condensed Financial Statements.

Our NAND business continues to develop storage solutions using our innovative Intel® 3D NAND technology. Our data center products are optimized to deliver world-class performance and drive lower total cost of ownership, and our client SSDs provide a fast and productive computing environment for a variety of segments. Our Intel Optane memory business is expressly excluded from the sale to SK hynix, and beginning in 2021, the results of our Intel Optane memory business are included in our DCG operating segment, and our NSG operating segment is composed entirely of our NAND memory business.

NSG Revenue $B NSG Operating Income $B

Revenue and Operating Income Summary

Q1 2021 vs. Q1 2020

NSG delivered revenue of $1.1 billion, down $231 million from Q1 2020, driven by $330 million in ASP decline, as well as the transfer of the Intel Optane memory business to DCG ($97 million in Q1 2020), partially offset by $196 million of higher volume due to strong demand. Operating income was $171 million, up $237 million from an operating loss in Q1 2020 due to continued improvements in unit cost and the transfer of the Intel Optane memory business from Q1 2021 NSG results (a loss of $256 million in Q1 2020), partially offset by lower revenue on ASP decline.

MD&A 25

Programmable Solutions Group

PSG offers programmable semiconductors, primarily FPGAs, structured ASICs, and related products, for a broad range of applications across our embedded, communications, and cloud and enterprise market segments. Our product portfolio delivers FPGA acceleration in tandem with Intel microprocessors, which enables us to combine the benefits of our broad portfolio of technologies to allow more flexibility for systems to operate with increased efficiency and higher performance.

PSG Revenue $B PSG Operating Income $B

Revenue and Operating Income Summary

Q1 2021 vs. Q1 2020

Revenue was $486 million, down $33 million due to digestion in the cloud and enterprise market segment, partially offset by growth in the communications market segment. Operating income was $88 million, down $9 million.

MD&A 26

Client Computing Group

The PC is more essential than ever, enriching lives by helping people focus, create, and connect with friends, family, and coworkers around the world. Working with our partners across the industry, we intend to continue to advance PC experiences. As the largest business unit at Intel, CCG is investing more heavily in the PC, ramping its capabilities even more aggressively, and designing the PC experience even more deliberately, including delivering a predictable cadence of leadership products. As a result, we are able to fuel innovation across Intel, providing an important source of IP, scale, and cash flow.

CCG Revenue $B CCG Operating Income $B

■ Platform ■ Adjacent

Revenue Summary

Revenue in Q1 2021 was up 8% compared to Q1 2020, driven by strength in notebook demand, partially offset by an increased mix of consumer and education PCs, which drove lower notebook ASPs. Strength in notebook products continues to reflect the increased reliance on PCs due to work and learn from home. Adjacency revenue declined $315 million due to continued ramp down from the exit of our 5G smartphone modem and Home Gateway Platform businesses, partially offset by $237 million due to strength in our wireless and connectivity businesses.

We expect strong demand for PCs may be tempered by ongoing industry-wide component and substrate constraints.

	Q1 2021 vs. Q1 2020
(In Millions)	%		$ Impact
Desktop platform volume	down	(4)%	$	(63)
Desktop platform ASP	down	(5)%	(133)
Notebook platform volume	up	54%	3,196
Notebook platform ASP	down	(23)%	(2,094)
Adjacent products and other			(76)
Total change in revenue			$	830

Operating Income Summary

Operating income in Q1 2021 decreased 2% from Q1 2020, with an operating margin of 39%.

(In Millions)
$	4,120	Q1 2021 CCG Operating Income
(130)		Lower platform product margin driven by higher 10nm mix
(110)		Higher operating expenses
(110)		Higher period charges primarily associated with the ramp down of 14nm
130		Higher CCG adjacent product margin
80		Lower period charges driven by absence of reserves taken in Q1 of 2020, partially offset by sell-through of other reserves in 2020 and 7nm start-up costs
35		Other
$	4,225	Q1 2020 CCG Operating Income

MD&A 27

Consolidated Results of Operations

	Three Months Ended
	Q1 2021				Q1 2020
(In Millions, Except Per Share Amounts)	Amount		% of Net Revenue		Amount		% of Net Revenue
Net revenue	$	19,673	100.0	%	$	19,828	100.0	%
Cost of sales	8,819		44.8	%	7,812		39.4	%
Gross margin	10,854		55.2	%	12,016		60.6	%
Research and development	3,623		18.4	%	3,275		16.5	%
Marketing, general and administrative	1,328		6.8	%	1,541		7.8	%
Restructuring and other charges	2,209		11.2	%	162		0.8	%
Operating income	3,694		18.8	%	7,038		35.5	%
Gains (losses) on equity investments, net	368		1.9	%	(111)		(0.6)	%
Interest and other, net	(156)		(0.8)	%	(313)		(1.6)	%
Income before taxes	3,906		19.9	%	6,614		33.4	%
Provision for taxes	545		2.8	%	953		4.8	%
Net income	$	3,361	17.1	%	$	5,661	28.6	%
Earnings per share—diluted	$	0.82			$	1.31

MD&A 28

Revenue

Segment Revenue Walk $B

Q1 2021 vs. Q1 2020

Our Q1 2021 revenue was $19.7 billion, down $155 million or 1% from Q1 2020. DCG was down 20% year over year driven by lower volume due to continued digestion in the cloud service providers market segment, a decline in the enterprise and government market segment on weaker macroeconomic conditions, and lower ASPs driven by higher SoC volume and weaker core mix. NSG was down 17% due to ASP decline and the transfer of the Intel Optane memory business to DCG, partially offset by volume growth. IOTG and Mobileye were both up on higher demand amid recovery from the economic impacts of COVID-19, including recovery in the auto industry from pandemic lows. CCG was up 8% year over year driven by strength in notebook demand, partially offset by an increased mix of consumer and education PCs, which drove lower notebook ASPs. Our "all other" revenue increased primarily due to $584 million from a prepaid supply agreement settled in Q1 2021 for which we recognized related revenue for completing performance.

Gross Margin

We derived a substantial majority of our overall gross margin from the sale of platform products in the DCG and CCG operating segments. Our overall gross margin dollars in Q1 2021 decreased by $1.2 billion, or 10% compared to Q1 2020.

Gross Margin $B

    (Percentages in chart indicate gross margin as a percentage of total revenue)

(In Millions)
$	10,854	Q1 2021 Gross Margin
(1,600)		Lower gross margin from platform revenue
(335)		Higher period charges due to ramp up of 7nm and ramp down of 14nm
(230)		Higher platform unit cost from increased mix of 10nm products
585		Prepaid supply agreement settled and recognized to revenue in Q1 2021
340		Higher gross margin from adjacent businesses primarily due to higher margins on wireless and connectivity and improved NAND unit cost
78		Other
$	12,016	Q1 2020 Gross Margin

MD&A 29

Operating Expenses

Total R&D and MG&A expenses for Q1 2021 were $5.0 billion, up 3% from Q1 2020. These expenses represent 25.2% of revenue for Q1 2021 and 24.3% of revenue for Q1 2020.

Research and Development $B Marketing, General, and Administrative $B

(Percentages indicate expenses as a percentage of total revenue)

Research and Development

Q1 2021 vs. Q1 2020

R&D increased by $348 million, or 10.6%, driven by the following:
+	Investments in CCG, DCG, and Mobileye
+	Investments in our process technology
-	Incentive-based cash compensation

Marketing, General, and Administrative

Q1 2021 vs. Q1 2020

MG&A decreased by $213 million, or 13.8%, driven by the following:
-	Corporate spending efficiencies
-	Incentive-based cash compensation

MD&A 30

Gains (Losses) on Equity Investments and Interest and Other, Net

(In Millions)	Q1 2021		Q1 2020
Ongoing mark-to-market adjustments on marketable equity securities	$	(291)	$	(103)
Observable price adjustments on non-marketable equity securities	551		79
Impairment charges	(38)		(143)
Sale of equity investments and other	146		56
Gains (losses) on equity investments, net	$	368	$	(111)
Interest and other, net	$	(156)	$	(313)

Gains (losses) on equity investments, net

Ongoing mark-to-market adjustments during the first three months of 2021 were primarily related to our interest in Montage Technology, Co. Ltd. During the first three months of 2020, ongoing mark-to-market adjustments were primarily driven by our interest in Cloudera Inc.

During the first three months of 2021, we recognized $471 million in observable price adjustments in our investment in Beijing Unisoc Technology Ltd.

Interest and other, net

During the first three months of 2020, we paid $1.1 billion to fully satisfy conversion obligations for $372 million of our $2.0 billion 2009 Debentures and recognized a loss of $109 million in interest and other, net and $750 million as a reduction in stockholders' equity related to the conversion feature.

Restructuring and Other Charges

(In Millions)	Q1 2021		Q1 2020
Employee severance and benefit arrangements	$	6	$	105
Litigation charges and other	2,203		57
Total restructuring and other charges	$	2,209	$	162

A restructuring program, which is ongoing, was approved in the first quarter of 2020 and is expected to be substantially completed in 2021. Litigation charges and other includes a charge of $2.2 billion in the first three months of 2021 related to the VLSI litigation. Refer to "Note 6: Restructuring and Other Charges" and "Note 13: Contingencies" within Notes to Consolidated Condensed Financial Statements for further information.

Provision for Taxes

(In Millions)	Q1 2021			Q1 2020
Income before taxes	$	3,906		$	6,614
Provision for taxes	$	545		$	953
Effective tax rate	14.0		%	14.4		%

The decrease in the effective tax rate was primarily due to a non-recurring tax expense booked in the first quarter of 2020 related to foreign net operating losses.

MD&A 31

Liquidity and Capital Resources

We consider the following when assessing our liquidity and capital resources:

(In Millions)	Mar 27, 2021		Dec 26, 2020
Cash and cash equivalents	$	5,192	$	5,865
Short-term investments	2,417		2,292
Trading assets	14,788		15,738
Other long-term investments	1,409		2,192
Loans receivable and other	377		947
Total cash and investments1	$	24,183	$	27,034
Total debt	$	35,884	$	36,401

Cash generated by operations is our primary source of liquidity. When assessing our sources of liquidity, we include our total cash and investments1 as shown in the preceding table. We maintain a diverse investment portfolio that we continually analyze based on issuer, industry, and country. Substantially all of our investments in debt instruments and financing receivables are in investment-grade securities.

In March 2021, we entered into a $5.0 billion variable-rate revolving credit facility which matures in March 2026. Other potential sources of liquidity include our commercial paper program and our automatic shelf registration statement on file with the SEC, pursuant to which we may offer an unspecified amount of debt, equity, and other securities. Under our commercial paper program, we have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion. As of March 27, 2021, we had no outstanding commercial paper.

In Q1 2021, we repurchased the remaining $2.4 billion in shares of our planned $20.0 billion share repurchases announced in October 2019.

We believe we have sufficient sources of funding to meet our business requirements in the next 12 months, including capital expenditures for worldwide manufacturing and assembly and test; working capital requirements; and acquisitions, strategic investments, and dividends.

Cash from Operations $B Capital Expenditures $B Cash to Stockholders $B

■ Dividends ■ Buybacks

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net cash provided by operating activities	$	5,548	$	6,158
Net cash used for investing activities	(2,547)		(3,736)
Net cash provided by (used for) financing activities	(3,674)		4,764
Net increase (decrease) in cash and cash equivalents	$	(673)	$	7,186

Operating Activities

Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities.

For the first three months of 2021 compared to the first three months of 2020, the decrease in cash provided by operations was primarily driven by lower net income, net of non-cash adjustments including the Corporate VLSI charge, and a prepaid supply agreement payment.

Investing Activities

Investing cash flows consist primarily of capital expenditures, investment purchases, sales, maturities, and disposals, and proceeds from divestitures and cash used for acquisitions.

1 See "Non-GAAP financial measures" within MD&A.

MD&A 32

Cash used for investing activities was lower in the first three months of 2021 compared to the first three months of 2020 primarily driven by an increase in sales and maturities for available-for-sale debt investments and trading assets, partially offset by an increase in purchases of trading assets and increased capital expenditures.

Financing Activities

Financing cash flows consist primarily of repurchases of common stock, payment of dividends to stockholders, issuance and repayment of short-term and long-term debt, and proceeds from the sale of shares of common stock through employee equity incentive plans.

Cash was used for financing activities in the first three months of 2021 compared to cash provided by financing activities in the first three months of 2020 due to a decrease in cash provided by long-term debt issuances, partially offset by a decrease in repurchases of common stock and a decrease in repayment of debt and debt conversion.

Non-GAAP Financial Measures

In addition to disclosing financial results in accordance with U.S. GAAP, this document contains references to the non-GAAP financial measures below. We believe these non-GAAP financial measures provide investors with useful supplemental information about our operating performance, enable comparison of financial trends and results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business and measuring our performance. Certain of these non-GAAP financial measures are used in our performance-based RSUs and our annual cash bonus plan.

Our non-GAAP financial measures reflect adjustments based on one or more of the following items, as well as the related income tax effects where applicable. Income tax effects have been calculated using an appropriate tax rate for each adjustment. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated.

MD&A 33

Non-GAAP adjustment or measure	Definition	Usefulness to management and investors
NAND memory business	Our NAND memory business is subject to a pending sale to SK hynix, as announced in October 2020.	We exclude the impact of our NAND memory business in certain non-GAAP measures because these adjustments reflect how management currently views the core operations of the company. While the sale of the NAND memory business is still pending and subject to closing conditions, management does not currently view the business as part of the company’s core operations or its long-term strategic direction. We believe these adjustments provide investors with a useful view, through the eyes of management, of the company’s core business model and how management currently evaluates core operational performance. We believe they also provide investors with an additional means to understand the potential impact of the divestiture over time. In making these adjustments, we have not made any changes to our methods for measuring and calculating revenue or other financial statement amounts.
Acquisition-related adjustments	Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as developed technology, brands, and customer relationships acquired in connection with business combinations. Charges related to the amortization of these intangibles are recorded within both cost of sales and MG&A in our U.S. GAAP financial statements. Amortization charges are recorded over the estimated useful life of the related acquired intangible asset, and thus are generally recorded over multiple years.	We exclude amortization charges for our acquisition-related intangible assets for purposes of calculating certain non-GAAP measures because these charges are inconsistent in size and are significantly impacted by the timing and valuation of our acquisitions. These adjustments facilitate a useful evaluation of our current operating performance and comparison to our past operating performance and provide investors with additional means to evaluate cost and expense trends.
Restructuring and other charges	Restructuring charges are costs associated with a formal restructuring plan and are primarily related to employee severance and benefit arrangements. Other charges include a charge related to the VLSI litigation, asset impairments, pension charges, and costs associated with restructuring activity.	We exclude restructuring and other charges, including any adjustments to charges recorded in prior periods, for purposes of calculating certain non-GAAP measures because these costs do not reflect our current operating performance. These adjustments facilitate a useful evaluation of our current operating performance and comparisons to past operating results and provide investors with additional means to evaluate expense trends.
Ongoing mark-to-market on marketable equity securities	After the initial mark-to-market adjustment is recorded upon a security becoming marketable, gains and losses are recognized from ongoing mark-to-market adjustments of our marketable equity securities.	We exclude these ongoing gains and losses for purposes of calculating certain non-GAAP measures because we do not believe this volatility correlates to our core operational performance. These adjustments facilitate a useful evaluation of our current operating performance and comparisons to past operating results.
Free cash flow	We reference a non-GAAP financial measure of free cash flow, which is used by management when assessing our sources of liquidity, capital resources, and quality of earnings. Free cash flow is operating cash flow adjusted to exclude additions to property, plant and equipment.	This non-GAAP financial measure is helpful in understanding our capital requirements and provides an additional means to evaluate the cash flow trends of our business. In calculating free cash flow, we do not subtract additions to held for sale NAND property, plant and equipment because the additions are not representative of our long-term capital requirements and we expect these assets to be sold.
Total cash and investments	Total cash and investments is used by management when assessing our sources of liquidity, which includes cash and cash equivalents, short-term investments, trading assets, other long-term investments, and loans receivable and other.	This non-GAAP measure is helpful in understanding our capital resources and liquidity position.

MD&A 34

Following are the reconciliations of our most comparable U.S. GAAP measures to our non-GAAP measures presented:

	Three Months Ended
(In Millions, Except Per Share Amounts)	Mar 27, 2021			Mar 28, 2020
Net revenue	$	19,673		$	19,828
NAND memory business	(1,107)			(1,241)
Non-GAAP net revenue	$	18,566		$	18,587
Operating income	$	3,694		$	7,038
Acquisition-related adjustments	364			339
Restructuring and other charges	2,209			162
NAND memory business	(171)			(190)
Non-GAAP operating income	$	6,096		$	7,349
Operating margin	18.8		%	35.5		%
Acquisition-related adjustments	1.9		%	1.7		%
Restructuring and other charges	11.2		%	0.8		%
NAND memory business	1.0		%	1.5		%
Non-GAAP operating margin1	32.8		%	39.5		%
Earnings per share—diluted	$	0.82		$	1.31
Acquisition-related adjustments	0.09			0.08
Restructuring and other charges	0.54			0.04
Ongoing mark-to-market on marketable equity securities	0.07			0.03
NAND memory business	(0.04)			(0.05)
Income tax effects	(0.09)			—
Non-GAAP earnings per share—diluted	$	1.39		$	1.41

1 Our reconciliation of GAAP to non-GAAP operating margin percentage reflects the exclusion of our NAND memory business from net revenue.

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net cash provided by operating activities	$	5,548	$	6,158
Additions to property, plant and equipment	(3,972)		(3,268)
Free cash flow	$	1,576	$	2,890
Net cash used for investing activities	$	(2,547)	$	(3,736)
Net cash provided by (used for) financing activities	$	(3,674)	$	4,764

MD&A 35

Other Key Information

Quantitative and Qualitative Disclosures About Market Risk

We are affected by changes in currency exchange and interest rates, as well as equity and commodity prices. Our risk management programs are designed to reduce, but may not entirely eliminate, the impacts of these risks. For discussion about market risk and sensitivity analysis related to changes in currency exchange rates, interest rates, equity prices, and commodity prices refer to "Quantitative and Qualitative Disclosures About Market Risk" within MD&A in our 2020 Form 10-K.

Risk Factors

The risks described in "Risk Factors" within Other Key Information in our 2020 Form 10-K could materially and adversely affect our business, financial condition, and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face—our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. Refer also to the other information set forth in this Quarterly Report on Form 10-Q, including in the Forward-Looking Statements, MD&A, and Consolidated Condensed Financial Statements and Supplemental Details sections.

Controls and Procedures

Inherent Limitations on Effectiveness of Controls

Our management, including the principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

Evaluation of Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 27, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Key Information 36

Issuer Purchases of Equity Securities

We have an ongoing authorization, originally approved by our Board of Directors in 2005 and subsequently amended, to repurchase shares of our common stock in open market or negotiated transactions. As of March 27, 2021, we were authorized to repurchase up to $110.0 billion, of which $7.2 billion remained available. Common stock repurchase activity under our publicly announced stock repurchase program during the first three months of 2021 was as follows:

Period	Total Number of Shares Purchased (In Millions)	Average Price Paid Per Share		Dollar Value of Shares That May Yet Be Purchased Under the Program (In Millions)
December 27, 2020 - January 23, 2021	—	$	—	$	9,658
January 24, 2021 - February 20, 2021	16.1	$	59.10	$	8,706
February 21, 2020 - March 27, 2021	23.4	$	62.51	$	7,243
Total	39.5

We issue RSUs as part of our equity incentive plans. In our Consolidated Condensed Financial Statements, we treat shares of common stock withheld for tax purposes on behalf of our employees in connection with the vesting of RSUs as common stock repurchases because they reduce the number of shares that would have been issued upon vesting. These withheld shares of common stock are not considered common stock repurchases under our authorized common stock repurchase program and accordingly are not included in the preceding table.

Unregistered Sale of Equity Securities

On March 18, 2021, we sold 156,764 shares of our common stock to our CEO, Patrick Gelsinger, in a private offering for consideration of $10 million. The sale was made in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder.

Other Key Information 37

Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Exhibit	Filing Date	Filed or Furnished Herewith
3.1	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 March 10, 2021	8-K	000-06217	3.2	3/16/2021
10.1†	Offer Letter between Intel Corporation and Patrick Gelsinger dated January 13, 2021	8-K	000-06217	10.1	1/14/2021
10.2†	Intel Corporation 2021 Inducement Plan	S-8	333-253077	99.1	2/12/2021
10.3†	Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for time-vesting RSUs)					X
10.4†	Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for optional investment matching RSUs)					X
10.5†	Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for relative TSR performance-based RSUs)					X
10.6†	Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for strategic growth performance-based RSUs)					X
10.7†	Intel Corporation Restricted Stock Unit Agreement under the 2021 Inducement Plan (for outperformance performance-based RSUs)					X
10.8†	Intel Corporation Option Agreement under the 2021 Inducement Plan (for strategic growth performance-based stock options)					X
10.9†	Subscription Agreement between Intel Corporation and Patrick Gelsinger dated February 16, 2021					X
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act					X
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act					X
32.1	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350					X
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X
104	Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101					X

† Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

Other Key Information 38

Form 10-Q Cross-Reference Index

Item Number	Item
Part I - Financial Information
Item 1.	Financial Statements	Pages 3 - 22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations:
	Results of operations	Pages 2, 23 - 31
	Liquidity and capital resources	Pages 32 - 33
	Off-balance sheet arrangements	(a)
	Contractual obligations	(b)
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	Page 36
Item 4.	Controls and Procedures	Page 36
Part II - Other Information
Item 1.	Legal Proceedings	Pages 18 - 21
Item 1A.	Risk Factors	Page 36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	Page 37
Item 3.	Defaults Upon Senior Securities	Not applicable
Item 4.	Mine Safety Disclosures	Not applicable
Item 5.	Other Information	Not applicable
Item 6.	Exhibits	Page 38
Signatures		Page 40

(a)    As of March 27, 2021, we did not have any significant off-balance sheet arrangements, as previously defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

(b)    There were no material changes to our significant contractual obligations from those disclosed in our 2020 Form 10-K.

Other Key Information 39

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		INTEL CORPORATION (Registrant)
Date:	April 22, 2021	By:	/s/ GEORGE S. DAVIS
			George S. Davis
			Executive Vice President, Chief Financial Officer and Principal Financial Officer
Date:	April 22, 2021	By:	/s/ KEVIN T. MCBRIDE
			Kevin T. McBride
			Vice President of Finance, Corporate Controller and Principal Accounting Officer

40

EX-10.3

Exhibit 10.3

INTEL CORPORATION

2021 INDUCEMENT PLAN

RESTRICTED STOCK UNIT AGREEMENT

1.Terms of Restricted Stock Unit. This Restricted Stock Unit Agreement, including any appendix attached hereto (this Restricted Stock Unit Agreement and such appendix, together, this “Agreement”), the Restricted Stock Unit Notice of Grant delivered online by logging into the E*TRADE Financial Corporationwebsite (the “Notice of Grant”) and the Intel Corporation 2021 Inducement Plan (the “2021 Plan”), as such may be amended from time to time, constitute the entire understanding between Patrick Gelsinger (“you”) and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units (“RSUs”) identified in your Notice of Grant, which provides for the grant of 421,620 RSUs covering shares of Common Stock (as defined below). The RSUs granted to you are effective as of the grant date set forth in the Notice of Grant (the “Grant Date”). The RSUs are granted as a material inducement to you entering into employment with the Corporation (within the meaning of Nasdaq Listing Rule 5635(c)(4)). If there is any conflict between the terms in this Agreement and the 2021 Plan, the terms of the 2021 Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Notice of Grant but defined in the 2021 Plan will have the same definitions as in the 2021 Plan.

2.Acceptance. If you are instructed by the administrators of the 2021 Plan to accept this Agreement  and you fail to do so in the manner specified by the administrators within 180 days of the Grant Date, the RSUs identified in your Notice of Grant will be cancelled, except as otherwise determined by the Corporation in its sole discretion.

3.Vesting of RSUs. Provided that you remain continuously employed by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”), except as otherwise provided in this Agreement. Specifically, the RSUs will vest in twelve (12) equal quarterly installments, commencing on the three month anniversary of the Grant Date and continuing to vest on each subsequent three month anniversary of the Grant Date until fully vested on the third anniversary of the Grant Date, subject to your continued employment with the Corporation or a Subsidiary on the applicable vesting date. In the event a vesting date for any RSUs falls on a weekend or any other day on which the Nasdaq Global Select Market (“Nasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the market value of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Nasdaq trading day and the market value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant shall be subject to Section 10 of the 2021 Plan.

RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee terminates for any reason except a Qualifying Termination (as defined in Section 8(e)), prior to the vesting dates set forth in your Notice of Grant and this Agreement, your unvested RSUs will be cancelled.

4.Conversion into Common Stock. Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 9 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement (as defined in Section 8(b))), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share.

Notwithstanding the foregoing, (i) the Corporation will not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence and/or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters.

5.Suspension or Termination of RSU for Misconduct. If at any time the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”), including any Subcommittee or “Authorized Officer” (as defined in Section 8(b)(vi) of the 2021 Plan) notifies the Corporation that they reasonably and in good faith believe that you have (A) committed an act constituting Cause (as defined in Section 8(a)) within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct as described in Section 8(b)(vi) of the 2021 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of any Corporation trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Corporation or inducing any principal for whom the Corporation acts as agent to terminate such agency relationship), the vesting of your RSUs may be suspended pending a determination of whether an act constituting Cause or an act of misconduct (as applicable) has been committed, which determination the Corporation will use commercially reasonable best efforts to make within 60 days of the initial suspension. If the Corporation reasonably and in good faith determines that you have (A) committed an act constituting Cause within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct, all RSUs not vested as of the date the Corporation was notified that you may have committed an act constituting Cause or an act of misconduct, as applicable, will be cancelled and neither you nor any beneficiary will be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee or an Authorized Officer with respect to the foregoing will be final, conclusive, and binding on all interested parties.

    -2-

6.Termination of Employment. Except as expressly provided otherwise in this Agreement, if your employment by the Corporation or any Subsidiary terminates for any reason, whether voluntarily or involuntarily, other than on account of a Qualifying Termination, all RSUs not then vested will be cancelled on the date of employment termination, regardless of whether such employment termination is as a result of a divestiture or otherwise. For purposes of this Section 6, your employment with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or a Subsidiary is a party will be considered employment for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as an employee of a Subsidiary for purposes of this provision.

For purposes of this provision, your employment is not deemed terminated if, prior to sixty (60) days after the date of termination from the Corporation or a Subsidiary, you are rehired by the Corporation or a Subsidiary on a basis that would make you eligible for future Intel RSU grants. In addition, your transfer from the Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Corporation is not deemed a termination of employment.

7.Qualifying Termination. In the event of a Qualifying Termination of your employment with the Corporation, provided that you sign and do not revoke a Release (as defined in Section 8(f)) and such Release becomes effective within sixty (60) days following the date your employment with the Corporation terminates, then the number of RSUs that would have vested as of the eighteen month anniversary of the date your employment terminates had you remained continuously employed by the Corporation through such date shall vest (based on the regular vesting schedule applicable to the RSUs), effective as of the date of effectiveness of the Release, provided that if such sixty (60) day period spans two calendar years, such vesting shall occur in the later of such calendar years.

8.Definitions

(a)“Cause” means your (i) commission of an act of material fraud or dishonesty against the Corporation; (ii) intentional refusal or willful failure to substantially carry out the lawful and reasonable instructions of the Board of Directors (other than any such failure resulting from your Disablement and excluding any failure to achieve a lawful and reasonable directive following the expenditure by you of commercially reasonable best efforts); (iii) conviction of, guilty plea or “no contest” plea to a felony or to a misdemeanor involving moral turpitude (where moral turpitude means so extreme a departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking to the moral sense of the community); (iv) gross misconduct in connection with the performance of your duties; (v) improper disclosure of confidential information or a material violation of a Corporation policy or the Corporation’s Code of Conduct (excluding conduct or activities undertaken in good faith by you in the ordinary course of you performing your duties or promoting the Corporation); (vi) breach of fiduciary duty to the Corporation; (vii) failure to reasonably cooperate with the Corporation in any investigation or formal proceeding or being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in your job (in all cases, other than due to death or Disablement); or (viii) breach of duty of loyalty to the Corporation. Prior to termination for Cause, the Corporation shall provide thirty (30) days prior written notice of the grounds for Cause, and give you an opportunity within (and including all of) those thirty (30) days to cure the alleged breach. If the breach is substantially cured during such period, Cause will not exist on account of such breach. You and the Corporation recognize that given the egregious nature of the conduct defined as Cause, a cure may not possible. No act or failure to act on your part shall be considered “willful” unless the Corporation reasonably and in good faith determines it is done, or omitted to be done, in bad faith or without reasonable belief that your act or omission was in the

    -3-

best interests of the Corporation. Without limitation, any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission, or based upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Corporation.

(b)“Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, “Disablement” will have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a physical condition arising from an illness or injury, which renders you incapable of performing work in your regular occupation, as determined by the Corporation. Your regular occupation is the occupation you routinely perform at the time your Disablement began.

(c)A resignation for “Good Reason” means your resignation following the occurrence, without your express, written consent, of one or more of the following conditions (whether by a single action or a series of actions): (i) a material reduction in your title, duties, responsibilities, or authority; (ii) a material reduction by the Corporation of your annual base salary or Target Bonus (as defined in the Offer Letter (as defined in Section 8(d))); or (iii) a relocation of your principal place of employment more than thirty (30) miles from its current location in Santa Clara, California; or (iv) a failure by the Corporation to timely satisfy its obligations with respect to any of the equity award grants described in the Offer Letter, provided that the Corporation has had thirty (30) days to cure any such failure.

(d)“Offer Letter” means that certain offer letter by and between you and the Corporation dated January 13, 2021.

(e)“Qualifying Termination” means your employment with the Corporation is terminated by the Corporation without Cause, including by reason of your death or Disablement, or you voluntarily resign your employment with the Corporation for Good Reason, in either case within the initial two year period following the commencement date of your employment with the Corporation.

(f)“Release” means a release in favor of the Corporation that is mutually agreed upon between you and the Corporation, the form of which you and the Corporation agree to use reasonable best efforts to agree to within 30 days following the date your employment terminates and which shall not impose on you any post-employment obligations that you have not already agreed to in writing as of the date your employment terminates.

9.Tax Withholding.

(a)To the extent RSUs are subject to tax withholding obligations, the taxable amount generally will be based on the Market Value on the date of the taxable event. RSUs are taxable in accordance with the existing or future tax laws of the country or countries in which you are subject to tax such as the country or countries in which you reside and/or are employed on the Grant Date, vest dates, or during the vesting period. Your RSUs may be taxable in more than one country, based on your country of citizenship and/or the countries in which you resided or were employed on the Grant Date, vest date or during the vesting or other relevant period.

(b)You will make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2021 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social

    -4-

taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting or vesting of RSUs or sale of Common Stock shares from vested RSUs (whichever is applicable).

(c)The Corporation will not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied.

(d)These obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. For this purpose, "Market Value" will be calculated as the average of the highest and lowest sales prices of the Common Stock as reported by Nasdaq on the day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty.

(e)You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 9 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

10.Rights as Stockholder. Your RSUs may not be otherwise transferred or assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, and may not be subject to execution, attachment or similar process. Any attempt to transfer, assign, hypothecate or otherwise dispose of your RSUs other than as permitted above, will be void and unenforceable against the Corporation.

You will have the rights of a stockholder only after shares of the Common Stock have been issued to you following vesting of your RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. RSUs will not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your RSUs. RSUs will remain terminable pursuant to this Agreement at all times until they vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs will have no value for purposes of any aspect of your employment relationship with the Corporation or a Subsidiary.

11.Disputes. Any question concerning the interpretation of this Agreement, your Notice of Grant, the RSUs or the 2021 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the RSUs or the 2021 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 14(e) to have been arbitrary and capricious.

12.Amendments. The 2021 Plan and RSUs may be amended or altered by the Committee or the Board of Directors to the extent provided in the 2021 Plan.

13.Data Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document and any other RSU grant materials (“Data”) by and among, as applicable, the Corporation,

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the Subsidiary that employs you (the “Employer”) and any other Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2021 Plan. You hereby understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC (“E*Trade”) and any other third parties assisting in the implementation, administration and management of the 2021 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation, E*Trade and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2021 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you RSUs or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2021 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2021 Plan in compliance with the data privacy laws in your country, either now or in the future.  You understand and agree that you will not be able to participate in the 2021 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer. 

14.The 2021 Plan and Other Terms.

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(a)Any prior agreements, commitments or negotiations concerning the RSUs are superseded by this Agreement and your Notice of Grant. You hereby acknowledge that a copy of the 2021 Plan has been made available to you.

(b)The grant of RSUs to an employee in any one year, or at any time, does not obligate the Corporation or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Corporation or any Subsidiary might make a grant in any future year or in any given amount.

(c)The RSUs covered by this Agreement shall be subject to the terms of Section 12 of the Plan.

(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, 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 2021 Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), unless otherwise provided for in this Agreement, your right to receive the RSUs and vest in RSUs under the 2021 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 2021 Plan to the contrary, if, at the time of your termination of employment with the

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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 effective control” of the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 14(j) will only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

(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.

(l)The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the 2021 Plan, or your acquisition or sale of the underlying shares of Common Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the 2021 Plan before taking any action related to the 2021 Plan.

(m)In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

(n)You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this agreement, or of any subsequent breach of this Agreement.

15.Imposition of Other Requirements. The Corporation reserves the right to impose other requirements on the RSUs and on any shares of Common Stock acquired upon vesting of the RSUs in accordance with Section 9(e) of the 2021 Plan.

By acknowledging this grant of awards or your acceptance of this Agreement in the manner specified by the administrators, you and Intel Corporation agree that the RSUs identified in your Notice of Grant are governed by the terms of this Agreement, the Notice of Grant and the 2021 Plan. You further acknowledge that you have read and understood the terms of the RSUs set forth in this Agreement.

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EX-10.4

Exhibit 10.4

INTEL CORPORATION

2021 INDUCEMENT PLAN

RESTRICTED STOCK UNIT AGREEMENT

1.Terms of Restricted Stock Unit. This Restricted Stock Unit Agreement, including any appendix attached hereto (this Restricted Stock Unit Agreement and such appendix, together, this “Agreement”), the Restricted Stock Unit Notice of Grant delivered online by logging into the E*TRADE Financial Corporationwebsite (the “Notice of Grant”) and the Intel Corporation 2021 Inducement Plan (the “2021 Plan”), as such may be amended from time to time, constitute the entire understanding between Patrick Gelsinger (“you”) and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units (“RSUs”) identified in your Notice of Grant. The RSUs granted to you are effective as of the grant date set forth in the Notice of Grant (the “Grant Date”). The RSUs are granted as a material inducement to you entering into employment with the Corporation (within the meaning of Nasdaq Listing Rule 5635(c)(4)). If there is any conflict between the terms in this Agreement and the 2021 Plan, the terms of the 2021 Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Notice of Grant but defined in the 2021 Plan will have the same definitions as in the 2021 Plan.

2.Acceptance. If you are instructed by the administrators of the 2021 Plan to accept this Agreement and you fail to do so in the manner specified by the administrators within 180 days of the Grant Date, the RSUs identified in your Notice of Grant will be cancelled, except as otherwise determined by the Corporation in its sole discretion.

3.Vesting of RSUs. Provided that you remain continuously employed by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through each vesting date specified in the Notice of Grant, the RSUs allocated to each vesting date will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”), except as otherwise provided in this Agreement. Specifically, the RSUs will vest in twelve (12) equal quarterly installments, commencing on the three month anniversary of the Grant Date and continuing to vest on each subsequent three month anniversary of the Grant Date until fully vested on the third anniversary of the Grant Date, subject to your continued employment with the Corporation or a Subsidiary on the applicable vesting date, and subject to you continuing to hold the Investment Shares (as defined in Section 8(d)) through such three-year vesting period. In the event a vesting date for any RSUs falls on a weekend or any other day on which the Nasdaq Global Select Market (“Nasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the market value of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Nasdaq trading day and the market value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant shall be subject to Section 10 of the 2021 Plan.

4827-2409-1610.4

RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee terminates for any reason except a Qualifying Termination (as defined in Section 8(f)), prior to the vesting dates set forth in your Notice of Grant and this Agreement, your unvested RSUs will be cancelled.

4.Conversion into Common Stock. Shares of Common Stock will be issued or become free of restrictions as soon as practicable following vesting of the RSUs, provided that you have satisfied your tax withholding obligations as specified under Section 9 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement (as defined in Section 8(b))), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share.

Notwithstanding the foregoing, (i) the Corporation will not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence and/or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply with securities or other regulatory requirements, and (ii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters.

5.Suspension or Termination of RSU for Misconduct. If at any time the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”), including any Subcommittee or “Authorized Officer” (as defined in Section 8(b)(vi) of the 2021 Plan) notifies the Corporation that they reasonably and in good faith believe that you have (A) committed an act constituting Cause (as defined in Section 8(a)) within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct as described in Section 8(b)(vi) of the 2021 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of any Corporation trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Corporation or inducing any principal for whom the Corporation acts as agent to terminate such agency relationship), the vesting of your RSUs may be suspended pending a determination of whether an act constituting Cause or an act of misconduct (as applicable) has been committed, which determination the Corporation will use commercially reasonable best efforts to make within 60 days of the initial suspension. If the Corporation reasonably and in good faith determines that you have (A) committed an act constituting Cause within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct, all RSUs not vested as of the date the Corporation was notified that you may have committed an act constituting Cause or an act of misconduct, as applicable, will be cancelled and neither you nor any beneficiary will be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee or an Authorized Officer with respect to the foregoing will be final, conclusive, and binding on all interested parties.

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6.Termination of Employment. Except as expressly provided otherwise in this Agreement, if your employment by the Corporation or any Subsidiary terminates for any reason, whether voluntarily or involuntarily, other than on account of a Qualifying Termination, all RSUs not then vested will be cancelled on the date of employment termination, regardless of whether such employment termination is as a result of a divestiture or otherwise. For purposes of this Section 6, your employment with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or a Subsidiary is a party will be considered employment for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as an employee of a Subsidiary for purposes of this provision.

For purposes of this provision, your employment is not deemed terminated if, prior to sixty (60) days after the date of termination from the Corporation or a Subsidiary, you are rehired by the Corporation or a Subsidiary on a basis that would make you eligible for future Intel RSU grants. In addition, your transfer from the Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Corporation is not deemed a termination of employment.

7.Qualifying Termination. In the event of a Qualifying Termination of your employment with the Corporation, provided that you sign and do not revoke a Release (as defined in Section 8(f)) and such Release becomes effective within sixty (60) days following the date your employment with the Corporation terminates, then the number of RSUs that would have vested as of the eighteen month anniversary of the date your employment terminates had you remained continuously employed by the Corporation through such date shall vest (based on the regular vesting schedule applicable to the RSUs set forth in Section 3), effective as of the date of effectiveness of the Release, provided that if such sixty (60) day period spans two calendar years, such vesting shall occur in the later of such calendar years.

8.Definitions

(a)“Cause” means your (i) commission of an act of material fraud or dishonesty against the Corporation; (ii) intentional refusal or willful failure to substantially carry out the lawful and reasonable instructions of the Board of Directors (other than any such failure resulting from your Disablement and excluding any failure to achieve a lawful and reasonable directive following the expenditure by you of commercially reasonable best efforts); (iii) conviction of, guilty plea or “no contest” plea to a felony or to a misdemeanor involving moral turpitude (where moral turpitude means so extreme a departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking to the moral sense of the community); (iv) gross misconduct in connection with the performance of your duties; (v) improper disclosure of confidential information or a material violation of a Corporation policy or the Corporation’s Code of Conduct (excluding conduct or activities undertaken in good faith by you in the ordinary course of you performing your duties or promoting the Corporation); (vi) breach of fiduciary duty to the Corporation; (vii) failure to reasonably cooperate with the Corporation in any investigation or formal proceeding or being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in your job (in all cases, other than due to death or Disablement); or (viii) breach of duty of loyalty to the Corporation. Prior to termination for Cause, the Corporation shall provide thirty (30) days prior written notice of the grounds for Cause, and give you an opportunity within (and including all of) those thirty (30) days to cure the alleged breach. If the breach is substantially cured during such period, Cause will not exist on account of such breach. You and the Corporation recognize that given the egregious nature of the conduct defined as Cause, a cure may not possible. No act or failure to act on your part shall be considered “willful” unless the Corporation reasonably and in good faith determines it is done, or omitted to be done, in bad faith or without reasonable belief that your act or omission was in the

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best interests of the Corporation. Without limitation, any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission, or based upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Corporation.

(b)“Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, “Disablement” will have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a physical condition arising from an illness or injury, which renders you incapable of performing work in your regular occupation, as determined by the Corporation. Your regular occupation is the occupation you routinely perform at the time your Disablement began.

(c)A resignation for “Good Reason” means your resignation following the occurrence, without your express, written consent, of one or more of the following conditions (whether by a single action or a series of actions): (i) a material reduction in your title, duties, responsibilities, or authority; (ii) a material reduction by the Corporation of your annual base salary or Target Bonus (as defined in the Offer Letter (as defined in Section 8(e))); or (iii) a relocation of your principal place of employment more than thirty (30) miles from its current location in Santa Clara, California; or (iv) a failure by the Corporation to timely satisfy its obligations with respect to any of the equity award grants described in the Offer Letter, provided that the Corporation has had thirty (30) days to cure any such failure.

(d)“Investment Shares” has the meaning set forth in the Offer Letter and relates to those Shares sold to you by the Corporation pursuant to the terms of a Subscription Agreement dated February 16, 2021.

(e) “Offer Letter” means that certain offer letter by and between you and the Corporation dated January 13, 2021.

(f)“Qualifying Termination” means your employment with the Corporation is terminated by the Corporation without Cause, including by reason of your death or Disablement, or you voluntarily resign your employment with the Corporation for Good Reason, in either case within the initial two year period following the commencement date of your employment with the Corporation.

(g)“Release” means a release in favor of the Corporation that is mutually agreed upon between you and the Corporation, the form of which you and the Corporation agree to use reasonable best efforts to agree to within 30 days following the date your employment terminates and which shall not impose on you any post-employment obligations that you have not already agreed to in writing as of the date your employment terminates.

9.Tax Withholding.

(a)To the extent RSUs are subject to tax withholding obligations, the taxable amount generally will be based on the Market Value on the date of the taxable event. RSUs are taxable in accordance with the existing or future tax laws of the country or countries in which you are subject to tax such as the country or countries in which you reside and/or are employed on the Grant Date, vest dates, or during the vesting period. Your RSUs may be taxable in more than one country, based on your country of citizenship and/or the countries in which you resided or were employed on the Grant Date, vest date or during the vesting or other relevant period.

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(b)You will make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2021 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting or vesting of RSUs or sale of Common Stock shares from vested RSUs (whichever is applicable).

(c)The Corporation will not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied.

(d)These obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. For this purpose, "Market Value" will be calculated as the average of the highest and lowest sales prices of the Common Stock as reported by Nasdaq on the day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty.

(e)You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 9 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

10.Rights as Stockholder. Your RSUs may not be otherwise transferred or assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, and may not be subject to execution, attachment or similar process. Any attempt to transfer, assign, hypothecate or otherwise dispose of your RSUs other than as permitted above, will be void and unenforceable against the Corporation.

You will have the rights of a stockholder only after shares of the Common Stock have been issued to you following vesting of your RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. RSUs will not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your RSUs. RSUs will remain terminable pursuant to this Agreement at all times until they vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs will have no value for purposes of any aspect of your employment relationship with the Corporation or a Subsidiary.

11.Disputes. Any question concerning the interpretation of this Agreement, your Notice of Grant, the RSUs or the 2021 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the RSUs or the 2021 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 14(e) to have been arbitrary and capricious.

12.Amendments. The 2021 Plan and RSUs may be amended or altered by the Committee or the Board of Directors to the extent provided in the 2021 Plan.

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13.Data Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document and any other RSU grant materials (“Data”) by and among, as applicable, the Corporation, the Subsidiary that employs you (the “Employer”) and any other Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2021 Plan. You hereby understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC (“E*Trade”) and any other third parties assisting in the implementation, administration and management of the 2021 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation, E*Trade and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2021 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you RSUs or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2021 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2021 Plan in compliance with the data privacy laws in your country, either now or in the future.  You understand and agree that you will not be able to participate in the 2021 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer. 

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14.The 2021 Plan and Other Terms.

(a)Any prior agreements, commitments or negotiations concerning the RSUs are superseded by this Agreement and your Notice of Grant. You hereby acknowledge that a copy of the 2021 Plan has been made available to you.

(b)The grant of RSUs to an employee in any one year, or at any time, does not obligate the Corporation or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Corporation or any Subsidiary might make a grant in any future year or in any given amount.

(c)The RSUs covered by this Agreement shall be subject to the terms of Section 12 of the Plan.

(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, 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 2021 Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), unless otherwise provided for in this Agreement, your right to receive the RSUs and vest in RSUs under the 2021 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.

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(j)Notwithstanding any provision of this Agreement, the Notice of Grant or the 2021 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 effective control” of the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 14(j) will only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

(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.

(l)The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the 2021 Plan, or your acquisition or sale of the underlying shares of Common Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the 2021 Plan before taking any action related to the 2021 Plan.

(m)In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

(n)You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this agreement, or of any subsequent breach of this Agreement.

15.Imposition of Other Requirements. The Corporation reserves the right to impose other requirements on the RSUs and on any shares of Common Stock acquired upon vesting of the RSUs in accordance with Section 9(e) of the 2021 Plan.

By acknowledging this grant of awards or your acceptance of this Agreement in the manner specified by the administrators, you and Intel Corporation agree that the RSUs identified in your Notice of Grant are governed by the terms of this Agreement, the Notice of Grant and the 2021 Plan. You further acknowledge that you have read and understood the terms of the RSUs set forth in this Agreement.

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EX-10.5

CONFIDENTIAL

Exhibit 10.5

INTEL CORPORATION

2021 INDUCEMENT PLAN

RESTRICTED STOCK UNIT AGREEMENT

(for Performance-Based Restricted Stock Units (or “PSUs”))

1.Terms of Restricted Stock Unit. This Restricted Stock Unit Agreement, including any appendix attached hereto (this Restricted Stock Unit Agreement and such appendix, together, this “Agreement”), the Restricted Stock Unit Notice of Grant delivered online by logging into the E*TRADE Financial Corporationwebsite (the “Notice of Grant”) and the Intel Corporation 2021 Inducement Plan (the “2021 Plan”), as such may be amended from time to time, constitute the entire understanding between Patrick Gelsinger (“you”) and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units (“RSUs”) identified in your Notice of Grant, which provides for the grant of a target number of 368,965 RSUs covering shares of Common Stock (as defined below). The RSUs granted to you are effective as of the grant date set forth in the Notice of Grant (the “Grant Date”). The RSUs are granted as a material inducement to you entering into employment with the Corporation (within the meaning of Nasdaq Listing Rule 5635(c)(4)). If there is any conflict between the terms in this Agreement and the 2021 Plan, the terms of the 2021 Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Notice of Grant but defined in the 2021 Plan will have the same definitions as in the 2021 Plan.

2.Acceptance. If you are instructed by the administrators of the 2021 Plan to accept this Agreement and you fail to do so in the manner specified by the administrators within 180 days of the Grant Date, the RSUs identified in your Notice of Grant will be cancelled, except as otherwise determined by the Corporation in its sole discretion.

3.Vesting of RSUs. Provided that you remain continuously employed by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through the vesting date specified in the Notice of Grant, the RSUs will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”), determined by multiplying the target number of shares as specified in the Notice of Grant (the “Target Number of Shares”) by the conversion multiplier as set forth below, and except as otherwise provided in this Agreement. In the event a vesting date for any RSUs falls on a weekend or any other day on which the Nasdaq Global Select Market (“Nasdaq”) is not open, such RSUs will vest on the vesting date specified in the Notice of Grant, but the market value of such vested RSUs, including for purposes of tax withholding and reporting, will be determined as of the next following Nasdaq trading day; provided, however, that if you are designated by the Board of Directors to be an “officer” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (a “Section 16 Officer”), the foregoing shall not apply, and your affected RSUs’ will vest on the next following Nasdaq trading day and the market value of such vested RSUs will be determined as of the date the RSUs vested. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant shall be subject to Section 10 of the 2021 Plan.

RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee terminates for any reason except death or Disablement, prior to the vesting dates set forth in your Notice of Grant and this Agreement, your unvested RSUs will be cancelled.

4.Conversion of RSUs.

(a)The conversion multiplier for converting RSUs into the right to receive a number of shares of Common Stock will be determined based on Intel Relative TSR (as defined in Section 4(b)) at the end of the Performance Period (as defined below), subject to a maximum conversion multiplier of 200% and certification of the conversion multiplier by the Committee (as defined below). In the event that the conversion multiplier results in the right to receive a partial share of Common Stock, the partial share will be rounded down to zero.

(b)“Intel Relative TSR” is 100% plus four times the difference in percentage points of the Intel TSR minus the S&P 500 IT TSR.

i.“Intel TSR” is a percentage (to the third decimal point) derived by:

(1)A numerator that is the difference of the average closing sale price of Common Stock during the 3 months prior to and including the last day of the Performance Period (the “INTC Ending Average Price”) minus the average closing sale price of Common Stock during the 3 months following and including the first day of the Performance Period (the “INTC Beginning AveragePrice”).

(2)A denominator that is the INTC Beginning Average Price.

(3)The percentage will be adjusted to reflect that any dividends paid or payable with respect to an ex-dividend date that occurs during the Performance Period shall be treated as though they had been reinvested in the Common Stock as of such ex-dividend date based on the closing sale price of Common Stock on such date.

(4)Any dividend paid in securities with a readily ascertainable fair market value will be valued at the market value of the securities as of the ex-dividend date. Any dividend paid in other property will be valued based on the value assigned to such dividend by the paying company for tax purposes.

(5)The Compensation Committee may adjust Intel TSR for equity restructuring transactions including, but not limited to, a stock split, combination of shares, extraordinary dividend of cash and/or assets, recapitalization or reorganization.

ii.“S&P 500 IT TSR” is a percentage (to the third decimal point) derived by:

(1)A numerator that is the difference of the average closing sale price of the total return index for the Standard & Poor’s 500 Information Technology Index during the 3 months prior to and including the last day of the Performance Period (the “S&P Ending Average Price”) minus the average closing sale price of the total return index for the

    -2-

Standard & Poor’s 500 Information Technology Index (which measure assumes reinvestment of dividends paid on the Standard & Poor’s 500 Information Technology Index) during the 3 months following and including the first day of the Performance Period (the “S&P Beginning Average Price”).

(2)A denominator that is S&P Beginning Average Price.

(3)The total return index for the Standard & Poor’s 500 Information Technology Index shall be as reported by S&P Capital IQ (or such other reporting service as the Committee may designate from time to time). For the avoidance of doubt, the companies included in the Standard & Poor’s 500 Information Technology Index during the S&P Beginning Average Price period may be different from the companies included in the index during the S&P Ending Average Price period as a result of changes in the composition of the index made by Standard & Poor’s (or its successor).

(c)“Performance Period” is the three year period beginning on the Grant Date and ending on the third anniversary of the Grant Date.

5.Settlement into Common Stock. Any shares of Common Stock issuable upon the vesting and conversion of the RSUs, as described in Sections 3 and 4, will be issued or become free of restrictions as soon as practicable following the vesting date of the RSUs (or, in the event of vesting acceleration for death or Disablement, the original vesting date, as specified in the Notice of Grant), provided that you have satisfied your tax withholding obligations as specified under Section 10 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share.

Notwithstanding the foregoing, (i) the date on which shares are issued or credited to your account will follow certification of performance results by the Committee (as defined below) and, following Committee certification, may include a delay in order to calculate and address tax withholding and to address other administrative matters, and (ii) the Corporation will not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence and/or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply with securities or other regulatory requirements.

6.Suspension or Termination of RSU for Misconduct. If at any time the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”), including any Subcommittee or “Authorized Officer” (as defined in Section 8(b)(vi) of the 2021 Plan) notifies the Corporation that they reasonably and in good faith believe that you have (A) committed an act constituting “Cause” (as defined in that certain offer letter by and between the Corporation and Patrick Gelsinger dated January 13, 2021) within two years following the Grant

    -3-

Date, or (B) more than two years following the Grant Date, committed an act of misconduct as described in Section 8(b)(vi) of the 2021 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of any Corporation trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Corporation or inducing any principal for whom the Corporation acts as agent to terminate such agency relationship), the vesting of your RSUs may be suspended pending a determination of whether an act constituting Cause or an act of misconduct (as applicable) has been committedwhich determination the Corporation will use commercially reasonable best efforts to make within 60 days of the initial suspension. If the Corporation determines that you have (A) committed an act constituting Cause within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct, all RSUs not vested as of the date the Corporation was notified that you may have committed an act constituting Cause or an act of misconduct (as applicable) will be cancelled and neither you nor any beneficiary will be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee or an Authorized Officer with respect to the foregoing will be final, conclusive, and binding on all interested parties.

7.Termination of Employment. Except as expressly provided otherwise in this Agreement, if your employment by the Corporation or any Subsidiary terminates for any reason, other than on account of death or Disablement (as defined in Section 9), all RSUs will be cancelled on the date of employment termination, regardless of whether such employment termination is as a result of a divestiture or otherwise. For purposes of this Section 7, your employment with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or a Subsidiary is a party will be considered employment for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as an employee of a Subsidiary for purposes of this provision.

For purposes of this provision, your employment is not deemed terminated if, prior to sixty (60) days after the date of termination from the Corporation or a Subsidiary, you are rehired by the Corporation or a Subsidiary on a basis that would make you eligible for future Intel RSU grants under the Corporation’s human resources grant policies and matrices. In addition, your transfer from the Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Corporation is not deemed a termination of employment.

8.Death. Except as expressly provided otherwise in this Agreement, if you die while employed by the Corporation or any Subsidiary, your RSUs will become 100% vested. RSUs subject to vesting acceleration due to death will settle as described in Section 5.

9.Disablement. Except as expressly provided otherwise in this Agreement, if your employment terminates as a result of Disablement, your RSUs will become 100% vested upon the later of the date of your termination of employment due to your Disablement or the date of determination of your Disablement. RSUs subject to vesting acceleration due to Disablement will settle as described in Section 5.

For purposes of this Section 9, “Disablement” will be determined in accordance with the standards and procedures of the then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that

    -4-

employs you, “Disablement” will have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a physical condition arising from an illness or injury that causes you to be unable to perform the duties you are normally required to perform in the occupation you routinely perform.

10.Tax Withholding.

(a)To the extent RSUs are subject to tax withholding obligations, the taxable amount generally will be based on the Market Value on the date of the taxable event. RSUs are taxable in accordance with the existing or future tax laws of the country or countries in which you are subject to tax such as the country or countries in which you reside and/or are employed on the Grant Date, vest dates, or during the vesting period. Your RSUs may be taxable in more than one country, based on your country of citizenship and/or the countries in which you resided or were employed on the Grant Date, vest date or during the vesting or other relevant period.

(b)You will make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2021 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting or vesting of RSUs or sale of Common Stock shares from vested RSUs (whichever is applicable).

(c)The Corporation will not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied.

(d)These obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. For this purpose, "Market Value" will be calculated as the average of the highest and lowest sales prices of the Common Stock as reported by Nasdaq on the day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty.

(e)You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

11.Rights as Stockholder. Your RSUs may not be otherwise transferred or assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, and may not be subject to execution, attachment or similar process. Any attempt to transfer, assign, hypothecate or otherwise dispose of your RSUs other than as permitted above, will be void and unenforceable against the Corporation.

You will have the rights of a stockholder only after shares of the Common Stock have been issued to you following vesting of your RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. RSUs will not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your RSUs. RSUs will remain terminable pursuant to this Agreement at all times until they

    -5-

vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs will have no value for purposes of any aspect of your employment relationship with the Corporation or a Subsidiary.

12.Disputes. Any question concerning the interpretation of this Agreement, your Notice of Grant, the RSUs or the 2021 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the RSUs or the 2021 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 15(e) to have been arbitrary and capricious.

13.Amendments. The 2021 Plan and RSUs may be amended or altered by the Committee or the Board of Directors to the extent provided in the 2021 Plan.

14.Data Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document and any other RSU grant materials (“Data”) by and among, as applicable, the Corporation, the Subsidiary that employs you (the “Employer”) and any other Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2021 Plan. You hereby understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC (“E*Trade”) and any other third parties assisting in the implementation, administration and management of the 2021 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation, E*Trade and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2021 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you RSUs or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2021 Plan. For more information on the consequences of your refusal to consent or

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withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2021 Plan in compliance with the data privacy laws in your country, either now or in the future.  You understand and agree that you will not be able to participate in the 2021 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer. 

15.The 2021 Plan and Other Terms.

(a)Any prior agreements, commitments or negotiations concerning the RSUs are superseded by this Agreement and your Notice of Grant. You hereby acknowledge that a copy of the 2021 Plan has been made available to you.

(b)The grant of RSUs to an employee in any one year, or at any time, does not obligate the Corporation or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Corporation or any Subsidiary might make a grant in any future year or in any given amount.

(c)The RSUs covered by this Agreement shall be subject to the terms of Section 12 of the Plan..

(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, 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.

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(i)Notwithstanding any terms or conditions of the 2021 Plan to the contrary, in the event of involuntary termination of your employment (whether or not in breach of local labor laws), unless otherwise provided for in this Agreement, your right to receive the RSUs and vest in RSUs under the 2021 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 2021 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 effective control” of the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 15(j) will only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

(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.

(l)The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the 2021 Plan, or your acquisition or sale of the underlying shares of Common Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the 2021 Plan before taking any action related to the 2021 Plan.

(m)In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

(n)You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this agreement, or of any subsequent breach of this Agreement.

16.Imposition of Other Requirements. The Corporation reserves the right to impose other requirements on the RSUs and on any shares of Common Stock acquired upon vesting of the RSUs in accordance with Section 9(e) of the 2021 Plan.

* * * * *

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By acknowledging this grant of awards or your acceptance of this Agreement in the manner specified by the administrators, you and Intel Corporation agree that the RSUs identified in your Notice of Grant are governed by the terms of this Agreement, the Notice of Grant and the 2021 Plan. You further acknowledge that you have read and understood the terms of the RSUs set forth in this Agreement.

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EX-10.6

CONFIDENTIAL

Exhibit 10.6

INTEL CORPORATION

2021 INDUCEMENT PLAN

RESTRICTED STOCK UNIT AGREEMENT

(for Performance-Based Restricted Stock Units (or “PSUs”))

1.Terms of Restricted Stock Unit. This Restricted Stock Unit Agreement (the “Agreement”), the Restricted Stock Unit Notice of Grant delivered online by logging into the E*TRADE Financial Corporationwebsite (the “Notice of Grant”) and the Intel Corporation 2021 Inducement Plan (the “2021 Plan”), as such may be amended from time to time, constitute the entire understanding between Patrick Gelsinger (“you”) and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units (“RSUs”) identified in your Notice of Grant. The RSUs granted to you are effective as of the grant date set forth in the Notice of Grant (the “Grant Date”). The RSUs are granted as a material inducement to you entering into employment with the Corporation (within the meaning of Nasdaq Listing Rule 5635(c)(4)). If there is any conflict between the terms in this Agreement and the 2021 Plan, the terms of the 2021 Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Notice of Grant but defined in the 2021 Plan will have the same definitions as in the 2021 Plan.

2.Acceptance. If you are instructed by the administrators of the 2021 Plan to accept this Agreement and you fail to do so in the manner specified by the administrators within 180 days of the Grant Date, the RSUs identified in your Notice of Grant will be cancelled, except as otherwise determined by the Corporation in its sole discretion.

3.Vesting of RSUs. Provided that you remain continuously employed by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through the vesting dates specified in Section 4, below, the RSUs will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”), determined in accordance with Section 4, and except as otherwise provided in this Agreement. If a vesting date falls on a weekend or any other day on which the Nasdaq Global Select Market (“Nasdaq”) is not open, affected RSUs will vest on the next following Nasdaq business day. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant shall be subject to Section 10 of the 2021 Plan.

RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee terminates for any reason except a Qualifying Termination (as defined in Section 9(e)) prior to the vesting dates set forth in your Notice of Grant and this Agreement, your unvested RSUs will be cancelled.

4.Conversion of RSUs.

(a)Time Vesting Terms. The RSUs will vest on the fifth (5th) anniversary of the Grant Date (the “Final Vesting Date”), subject to your continued employment through such date and subject to the achievement of the Performance Hurdle Terms set forth in subsection (b), below, prior to such date; provided, that on the date that is thirty-six (36) months following the Grant Date (the “Interim Vesting Date”), a number of RSUs equal to (i) the number of RSUs that have met the Performance Hurdle Terms as of such date, multiplied by (ii) fifty percent

(50%) will vest subject to your continued employment through such Interim Vesting Date and be settled in accordance with Section 5 below.

(b)Performance Hurdle Terms.

i.The number of RSUs that will be converted into the right to receive a number of shares of Common Stock will be determined based on the extent to which the closing price per share of Common Stock meets specified hurdles over the Corporation’s volume-weighted average closing price per share of Common Stock for the thirty (30) consecutive trading days preceding January 13, 2021 (i.e., $49.6486) for any consecutive thirty (30) trading days (the “Trading Price Period”) ending on or prior to the Final Vesting Date, as explained below in this Section 4. In the event that the performance of the Common Stock trading price outlined below results in the right to receive a partial share of Common Stock, the partial share will be rounded down to zero.

ii. The number of RSUs that will vest and be converted into the right to receive a number of shares of Common Stock will be determined in accordance with the chart below, with the ultimate number of RSUs that vest determined using straight line interpolation between the threshold and target share values and also between the target and maximum share values. The number of RSUs that vest and become payable on the Final Vesting Date based on achievement of the Performance Hurdle Terms will be reduced by any RSUs that became vested on the Interim Vesting Date and settled pursuant to Section 5 of this Agreement.

	Threshold	Target	Maximum
Closing Price of Common Stock during any Trading Price Period	$64.54	$74.47	$99.30
Number of Shares of Common Stock Subject to Vesting	228,894	457,789	915,578

(c)Notwithstanding the foregoing or anything to the contrary herein, in the event the closing price of the Common Stock for any of the final thirty (30) consecutive trading days immediately preceding the Final Vesting Date is less than $64.54, the maximum number of RSUs that may vest under this Agreement (inclusive of any RSUs that previously settled in connection with the Interim Vesting Date) shall be the Target number set forth in the chart above

5.Settlement into Common Stock. Any shares of Common Stock issuable upon the vesting and conversion of the RSUs, as described in Sections 3 and 4, will be issued or become free of restrictions as soon as practicable following the applicable vesting date of the RSUs, but in no event later than sixty (60) days following the applicable vesting date, provided that you have satisfied your tax withholding obligations as specified under Section 10 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement (as defined in Section 9(b))), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share.

Notwithstanding the foregoing, the Corporation will not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the

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conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence and/or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply with securities or other regulatory requirements.

6.Suspension or Termination of RSU for Misconduct. If at any time the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”), including any Subcommittee or “Authorized Officer” (as defined in Section 8(b)(vi) of the 2021 Plan) notifies the Corporation that they reasonably and in good faith believe that you have (A) committed an act constituting Cause (as defined in Section 9(a)) within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct as described in Section 8(b)(vi) of the 2021 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of any Corporation trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Corporation or inducing any principal for whom the Corporation acts as agent to terminate such agency relationship), the vesting of your RSUs may be suspended pending a determination of whether an act constituting Cause or an act of misconduct (as applicable) has been committed, which determination the Corporation will use commercially reasonable best efforts to make within 60 days of the initial suspension. If the Corporation reasonably and in good faith determines that you have (A) committed an act constituting Cause within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct, all RSUs not vested as of the date the Corporation was notified that you may have committed an act constituting Cause or an act of misconduct, as applicable, will be cancelled and neither you nor any beneficiary will be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee or an Authorized Officer with respect to the foregoing will be final, conclusive, and binding on all interested parties.

7.Termination of Employment. Except as expressly provided otherwise in this Agreement, if your employment by the Corporation or any Subsidiary terminates for any reason, other than on account of a Qualifying Termination, all RSUs not then vested will be cancelled on the date of employment termination, regardless of whether such employment termination is as a result of a divestiture or otherwise. For purposes of this Section 7, your employment with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or a Subsidiary is a party will be considered employment for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as an employee of a Subsidiary for purposes of this provision.

For purposes of this provision, your employment is not deemed terminated if, prior to 60 days after the date of termination from the Corporation or a Subsidiary, you are rehired by the Corporation or a Subsidiary on a basis that would make you eligible for future Intel RSU grants. In addition, your transfer from the Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Corporation is not deemed a termination of employment.

8.Qualifying Termination. In the event of a Qualifying Termination of your employment with the Corporation, provided that you sign and do not revoke a Release (as defined in Section 9(f)) and such Release becomes effective within sixty (60) days following the date your employment with the Corporation terminates, then the number of Time-Based RSUs (as defined in Section 9(g)) that would have vested as of the eighteen month anniversary of the date your employment terminates had you remained continuously employed by the Corporation through such date shall vest (based on the regular vesting schedule applicable to the RSUs),

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effective as of the date of effectiveness of the Release, provided that if such sixty (60) day period spans two calendar years, such vesting shall occur in the later of such calendar years.

9.Definitions

(a)“Cause” means your (i) commission of an act of material fraud or dishonesty against the Corporation; (ii) intentional refusal or willful failure to substantially carry out the lawful and reasonable instructions of the Board of Directors (other than any such failure resulting from your Disablement and excluding any failure to achieve a lawful and reasonable directive following the expenditure by you of commercially reasonable best efforts); (iii) conviction of, guilty plea or “no contest” plea to a felony or to a misdemeanor involving moral turpitude (where moral turpitude means so extreme a departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking to the moral sense of the community); (iv) gross misconduct in connection with the performance of your duties; (v) improper disclosure of confidential information or a material violation of a Corporation policy or the Corporation’s Code of Conduct (excluding conduct or activities undertaken in good faith by you in the ordinary course of you performing your duties or promoting the Corporation); (vi) breach of fiduciary duty to the Corporation; (vii) failure to reasonably cooperate with the Corporation in any investigation or formal proceeding or being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in your job (in all cases, other than due to death or Disablement); or (viii) breach of duty of loyalty to the Corporation. Prior to termination for Cause, the Corporation shall provide thirty (30) days prior written notice of the grounds for Cause, and give you an opportunity within (and including all of) those thirty (30) days to cure the alleged breach. If the breach is substantially cured during such period, Cause will not exist on account of such breach. You and the Corporation recognize that given the egregious nature of the conduct defined as Cause, a cure may not possible. No act or failure to act on your part shall be considered “willful” unless the Corporation reasonably and in good faith determines it is done, or omitted to be done, in bad faith or without reasonable belief that your act or omission was in the best interests of the Corporation. Without limitation, any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission, or based upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Corporation.

(b)“Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, “Disablement” shall have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as determined by the Corporation.

(c)A resignation for “Good Reason” means your resignation following the occurrence, without your express, written consent, of one or more of the following conditions (whether by a single action or a series of actions): (i) a material reduction in your title, duties, responsibilities, or authority; (ii) a material reduction by the Corporation of your annual base salary or Target Bonus (as defined in the Offer Letter (as defined in Section 8(d))); or (iii) a relocation of your principal place of employment more than thirty (30) miles from its current location in Santa Clara, California; or (iv) a failure by the Corporation to timely satisfy its obligations with respect to any of the equity award grants described in the Offer Letter, provided that the Corporation has had thirty (30) days to cure any such failure.

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(d)“Offer Letter” means that certain offer letter by and between you and the Corporation dated January 13, 2021.

(e)“Qualifying Termination” means your employment with the Corporation is terminated by the Corporation without Cause, including by reason of your death or Disablement, or you voluntarily resign your employment with the Corporation for Good Reason, in either case within the initial two year period following the commencement date of your employment with the Corporation.

(f)“Release” means a release in favor of the Corporation that is mutually agreed upon between you and the Corporation, the form of which you and the Corporation agree to use reasonable best efforts to agree to within 30 days following the date your employment terminates and which shall not impose on you any post-employment obligations that you have not already agreed to in writing as of the date your employment terminates.

(g)“Time-Based RSUs” means the number of RSUs, if any, that are subject solely to time-based vesting terms, as set forth in Section 4(a), as of the date of a Qualifying Termination, based on the actual achievement, if at all, of any of the Performance Hurdle Terms on or prior to the date of such Qualifying Termination.

10.Tax Withholding.

(a)To the extent RSUs are subject to tax withholding obligations, the taxable amount generally will be based on the Market Value on the date of the taxable event. RSUs are taxable in accordance with the existing or future tax laws of the country or countries in which you are subject to tax such as the country or countries in which you reside and/or are employed on the Grant Date, vest dates, or during the vesting period. Your RSUs may be taxable in more than one country, based on your country of citizenship and/or the countries in which you resided or were employed on the Grant Date, vest date or during the vesting or other relevant period.

(b)You will make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2021 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting or vesting of RSUs or sale of Common Stock shares from vested RSUs (whichever is applicable).

(c)The Corporation will not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied.

(d)These obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. For this purpose, "Market Value" will be calculated as the average of the highest and lowest sales prices of the Common Stock as reported by Nasdaq on the day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty.

(e)You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The

    -5-

Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

11.Rights as Stockholder. Your RSUs may not be otherwise transferred or assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, and may not be subject to execution, attachment or similar process. Any attempt to transfer, assign, hypothecate or otherwise dispose of your RSUs other than as permitted above, will be void and unenforceable against the Corporation.

You will have the rights of a stockholder only after shares of the Common Stock have been issued to you following vesting of your RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. RSUs will not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your RSUs. RSUs will remain terminable pursuant to this Agreement at all times until they vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs will have no value for purposes of any aspect of your employment relationship with the Corporation or a Subsidiary.

12.Disputes. Any question concerning the interpretation of this Agreement, your Notice of Grant, the RSUs or the 2021 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the RSUs or the 2021 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 15(e) to have been arbitrary and capricious.

13.Amendments. The 2021 Plan and RSUs may be amended or altered by the Committee or the Board of Directors to the extent provided in the 2021 Plan.

14.Data Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document and any other RSU grant materials (“Data”) by and among, as applicable, the Corporation, the Subsidiary that employs you (the “Employer”) and any other Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2021 Plan. You hereby understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC (“E*Trade”) and any other third parties assisting in the implementation, administration and management of the 2021 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation, E*Trade and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs. You hereby

    -6-

understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2021 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you RSUs or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2021 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2021 Plan in compliance with the data privacy laws in your country, either now or in the future.  You understand and agree that you will not be able to participate in the 2021 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer. 

15.The 2021 Plan and Other Terms.

(a)Any prior agreements, commitments or negotiations concerning the RSUs are superseded by this Agreement and your Notice of Grant. You hereby acknowledge that a copy of the 2021 Plan has been made available to you.

(b)The grant of RSUs to an employee in any one year, or at any time, does not obligate the Corporation or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Corporation or any Subsidiary might make a grant in any future year or in any given amount.

(c)The RSUs covered by this Agreement shall be subject to the terms of Section 12 of the Plan.

(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, 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

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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 2021 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 2021 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 2021 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 effective control” of the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 15(j) will only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

(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.

(l)The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the 2021 Plan, or your acquisition or sale of the underlying shares of Common Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the 2021 Plan before taking any action related to the 2021 Plan.

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(m)In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

(n)You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this agreement, or of any subsequent breach of this Agreement.

16.Imposition of Other Requirements. The Corporation reserves the right to impose other requirements on the RSUs and on any shares of Common Stock acquired upon vesting of the RSUs in accordance with Section 9(e) of the 2021 Plan.

17.Confidentiality. You acknowledge that you hold a senior position at the Corporation and have received and been privy to the Corporation’s confidential information and trade secrets. You further acknowledge that the Corporation has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, and in light of the substantial benefits provided to you under this Agreement, you hereby agree to the covenants protective of the Corporation.

(a)Confidentiality/Trade Secrets. You acknowledge you have acquired knowledge of or had access to Confidential Information or other proprietary information of the Corporation, its customers and/or third parties during the course of your employment at The Corporation. For purposes of this Agreement, “Confidential Information” includes, without limitation: technical information (e.g., roadmaps, schematics, source code, specifications), business information (e.g., product information, marketing strategies, markets, sales, customers, customer lists or phone books), personnel information (e.g., organizational charts, employee lists, skill sets, employee health information, names, phone numbers, email addresses, personnel files, employee compensation (except where the disclosure of such personnel information is permissible under local labor law such as the right of employees to discuss compensation and working conditions under the US National Labor Relations Act)), and other non-public the Corporation data and information of a similar nature. You acknowledge your ongoing obligation to protect such information, during and after your employment with the Corporation. Notwithstanding the above, under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to an attorney or to a federal, state, or local government official, either directly or indirectly, and is solely for the purpose of reporting or investigating a suspected violation of law; (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding filed by you, if such document is filed under seal and pursuant to court order.

(b)Understanding of Covenants; Consideration. You hereby represent that you (i) are fully aware of your obligations hereunder, (ii) agree to the reasonableness of the length of time and scope of the foregoing covenants, and (iii) agree that such covenants are necessary to protect the Corporation’s confidential and proprietary information, good will, stable workforce, and customer relations.

(c)Remedy for Breach. You hereby agree that if you breach any provision of this Section 17, the damage to the Corporation may be substantial and money damages will not afford the Corporation an adequate remedy, and (ii) if you are in breach of any provision of this Section 17, or threaten such a breach (by initiating a course of action that would reasonably be expected to lead to a breach), the Corporation shall be entitled, in addition to all other rights and remedies as may be provided by law, to seek specific performance and injunctive and other

    -9-

equitable relief, without bond or other security, to prevent or restrain a breach of any provision of this Section 17.

* * * * *

By acknowledging this grant of awards or your acceptance of this Agreement in the manner specified by the administrators, you and Intel Corporation agree that the RSUs identified in your Notice of Grant are governed by the terms of this Agreement, the Notice of Grant and the 2021 Plan. You further acknowledge that you have read and understood the terms of the RSUs set forth in this Agreement, the Grant Notice and the 2021 Plan.

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EX-10.7

CONFIDENTIAL

Exhibit 10.7

INTEL CORPORATION

2021 INDUCEMENT PLAN

RESTRICTED STOCK UNIT AGREEMENT

(for Performance-Based Restricted Stock Units (or “PSUs”))

1.Terms of Restricted Stock Unit. This Restricted Stock Unit Agreement (the “Agreement”), the Restricted Stock Unit Notice of Grant delivered online by logging into the E*TRADE Financial Corporationwebsite (the “Notice of Grant”) and the Intel Corporation 2021 Inducement Plan (the “2021 Plan”), as such may be amended from time to time, constitute the entire understanding between Patrick Gelsinger (“you”) and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units (“RSUs”) identified in your Notice of Grant, which provides for the grant of 3,275,199 RSUs covering shares of Common Stock (as defined below). The RSUs granted to you are effective as of the grant date set forth in the Notice of Grant (the “Grant Date”). The RSUs are granted as a material inducement to you entering into employment with the Corporation (within the meaning of Nasdaq Listing Rule 5635(c)(4)). If there is any conflict between the terms in this Agreement and the 2021 Plan, the terms of the 2021 Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Notice of Grant but defined in the 2021 Plan will have the same definitions as in the 2021 Plan.

2.Acceptance. If you are instructed by the administrators of the 2021 Plan to accept this Agreement and you fail to do so in the manner specified by the administrators within 180 days of the Grant Date, the RSUs identified in your Notice of Grant will be cancelled, except as otherwise determined by the Corporation in its sole discretion.

3.Vesting of RSUs. Provided that you remain continuously employed by the Corporation or a Subsidiary from the Grant Date specified in the Notice of Grant through the vesting dates specified in Section 4, below, the RSUs will vest and be converted into the right to receive the number of shares of the Corporation’s Common Stock, $.001 par value (the “Common Stock”), determined in accordance with Section 4, and except as otherwise provided in this Agreement. If a vesting date falls on a weekend or any other day on which the Nasdaq Global Select Market (“Nasdaq”) is not open, affected RSUs will vest on the next following Nasdaq business day. The number of shares of Common Stock into which RSUs convert as specified in the Notice of Grant shall be subject to Section 10 of the 2021 Plan.

RSUs will vest to the extent provided in and in accordance with the terms of the Notice of Grant and this Agreement. If your status as an employee terminates for any reason except a Qualifying Termination (as defined in Section 9(e)) prior to the vesting dates set forth in your Notice of Grant and this Agreement, your unvested RSUs will be cancelled.

4.Conversion of RSUs.

(a)Time Vesting Terms. The RSUs will vest on the fifth (5th) anniversary of the Grant Date (the “Final Vesting Date”), subject to your continued employment through such date and subject to the achievement of the Performance Hurdle set forth in subsection (b), below, prior to such date; provided, that on the date that is thirty-six (36) months following the Grant

Date (the “Interim Vesting Date”), fifty percent (50%) of the RSUs will vest subject to your continued employment through such Interim Vesting Date and be settled in accordance with Section 5 below if the Performance Hurdle has been met as of the Interim Vesting Date.

(b)Performance Hurdle

i.The RSUs shall vest only if the closing price per share of Common Stock during any consecutive thirty (30) trading days concluding on or prior to the Final Vesting Date reflects an increase of at least two hundred percent (200%) over the Corporation’s volume-weighted average closing price per share of Common Stock for the thirty (30) consecutive trading days preceding January 13, 2021 (i.e., $49.6486) (such increase, the “Performance Hurdle”)

ii. The number of RSUs that vest and become payable on the Final Vesting Date based on achievement of the Performance Hurdle will be reduced by any RSUs that became vested on the Interim Vesting Date and settled pursuant to Section 5 of this Agreement.

5.Settlement into Common Stock. Any shares of Common Stock issuable upon the vesting and conversion of the RSUs, as described in Sections 3 and 4, will be issued or become free of restrictions as soon as practicable following the applicable vesting date of the RSUs, but in no event later than sixty (60) days following the applicable vesting date, provided that you have satisfied your tax withholding obligations as specified under Section 10 of this Agreement and you have completed, signed and returned any documents and taken any additional action that the Corporation deems appropriate to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common Stock will be issued in your name (or may be issued to your executor or personal representative, in the event of your death or Disablement (as defined in Section 9(b))), and may be effected by recording shares on the stock records of the Corporation or by crediting shares in an account established on your behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share.

Notwithstanding the foregoing, the Corporation will not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of shares hereunder would violate any laws of the United States or your country of residence and/or employment and/or may issue shares subject to any restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply with securities or other regulatory requirements.

6.Suspension or Termination of RSU for Misconduct. If at any time the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”), including any Subcommittee or “Authorized Officer” (as defined in Section 8(b)(vi) of the 2021 Plan) notifies the Corporation that they reasonably and in good faith believe that you have (A) committed an act constituting Cause (as defined in Section 9(a)) within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct as described in Section 8(b)(vi) of the 2021 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of any Corporation trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Corporation or inducing any principal for whom the Corporation acts as agent to terminate such agency relationship), the vesting of your RSUs may be suspended pending a determination of whether an

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act constituting Cause or an act of misconduct (as applicable) has been committed, which determination the Corporation will use commercially reasonable best efforts to make within 60 days of the initial suspension. If the Corporation determines reasonably and in good faith that you have (A) committed an act constituting Cause within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct, all RSUs not vested as of the date the Corporation was notified that you may have committed an act constituting Cause or an act of misconduct (as applicable) will be cancelled and neither you nor any beneficiary will be entitled to any claim with respect to the RSUs whatsoever. Any determination by the Committee or an Authorized Officer with respect to the foregoing will be final, conclusive, and binding on all interested parties.

7.Termination of Employment. Except as expressly provided otherwise in this Agreement, if your employment by the Corporation or any Subsidiary terminates for any reason, other than on account of a Qualifying Termination, all RSUs not then vested will be cancelled on the date of employment termination, regardless of whether such employment termination is as a result of a divestiture or otherwise. For purposes of this Section 7, your employment with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or a Subsidiary is a party will be considered employment for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are specifically designated as an employee of a Subsidiary for purposes of this provision.

For purposes of this provision, your employment is not deemed terminated if, prior to 60 days after the date of termination from the Corporation or a Subsidiary, you are rehired by the Corporation or a Subsidiary on a basis that would make you eligible for future Intel RSU grants. In addition, your transfer from the Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Corporation is not deemed a termination of employment.

8.Qualifying Termination. In the event of a Qualifying Termination of your employment with the Corporation, provided that you sign and do not revoke a Release (as defined in Section 9(f)) and such Release becomes effective within sixty (60) days following the date your employment with the Corporation terminates, then the number of Time-Based RSUs (as defined in Section 9(g)) that would have vested as of the eighteen month anniversary of the date your employment terminates had you remained continuously employed by the Corporation through such date shall vest (based on the time-vesting terms set forth in Section 4(a)), effective as of the date of effectiveness of the Release, provided that if such sixty (60) day period spans two calendar years, such vesting shall occur in the later of such calendar years.

9.Definitions

(a)“Cause” means your (i) commission of an act of material fraud or dishonesty against the Corporation; (ii) intentional refusal or willful failure to substantially carry out the lawful and reasonable instructions of the Board of Directors (other than any such failure resulting from your Disablement and excluding any failure to achieve a lawful and reasonable directive following the expenditure by you of commercially reasonable best efforts); (iii) conviction of, guilty plea or “no contest” plea to a felony or to a misdemeanor involving moral turpitude (where moral turpitude means so extreme a departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking to the moral sense of the community); (iv) gross misconduct in connection with the performance of your duties; (v) improper disclosure of confidential information or a material violation of a Corporation policy or the Corporation’s Code of Conduct (excluding conduct or activities undertaken in good faith by you in the ordinary course of you performing your duties or promoting the Corporation); (vi) breach of fiduciary duty to the Corporation; (vii) failure to reasonably cooperate with the Corporation in any investigation or

    -3-

formal proceeding or being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in your job (in all cases, other than due to death or Disablement); or (viii) breach of duty of loyalty to the Corporation. Prior to termination for Cause, the Corporation shall provide thirty (30) days prior written notice of the grounds for Cause, and give you an opportunity within (and including all of) those thirty (30) days to cure the alleged breach. If the breach is substantially cured during such period, Cause will not exist on account of such breach. You and the Corporation recognize that given the egregious nature of the conduct defined as Cause, a cure may not possible. No act or failure to act on your part shall be considered “willful” unless the Corporation reasonably and in good faith determines it is done, or omitted to be done, in bad faith or without reasonable belief that your act or omission was in the best interests of the Corporation. Without limitation, any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission, or based upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Corporation.

(b)“Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, “Disablement” shall have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as determined by the Corporation.

(c)A resignation for “Good Reason” means your resignation following the occurrence, without your express, written consent, of one or more of the following conditions (whether by a single action or a series of actions): (i) a material reduction in your title, duties, responsibilities, or authority; (ii) a material reduction by the Corporation of your annual base salary or Target Bonus (as defined in the Offer Letter (as defined in Section 9(d))); or (iii) a relocation of your principal place of employment more than thirty (30) miles from its current location in Santa Clara, California; or (iv) a failure by the Corporation to timely satisfy its obligations with respect to any of the equity award grants described in the Offer Letter, provided that the Corporation has had thirty (30) days to cure any such failure.

(d)“Offer Letter” means that certain offer letter by and between you and the Corporation dated January 13, 2021.

(e)“Qualifying Termination” means your employment with the Corporation is terminated by the Corporation without Cause, including by reason of your death or Disablement, or you voluntarily resign your employment with the Corporation for Good Reason, in either case within the initial two year period following the commencement date of your employment with the Corporation.

(f)“Release” means a release in favor of the Corporation that is mutually agreed upon between you and the Corporation, the form of which you and the Corporation agree to use reasonable best efforts to agree to within 30 days following the date your employment terminates and which shall not impose on you any post-employment obligations that you have not already agreed to in writing as of the date your employment terminates.

(g)“Time-Based RSUs” means the number of RSUs that are subject solely to time-based vesting terms, as set forth in Section 4(a), as of the date of a Qualifying Termination, based on the achievement of the Performance Hurdle on or prior to the date of the Qualifying

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Termination. For the avoidance of doubt, if the Performance Hurdle has not been met on or prior to the date of such Qualifying Termination, the number of Time-Based RSUs will be zero.

10.Tax Withholding.

(a)To the extent RSUs are subject to tax withholding obligations, the taxable amount generally will be based on the Market Value on the date of the taxable event. RSUs are taxable in accordance with the existing or future tax laws of the country or countries in which you are subject to tax such as the country or countries in which you reside and/or are employed on the Grant Date, vest dates, or during the vesting period. Your RSUs may be taxable in more than one country, based on your country of citizenship and/or the countries in which you resided or were employed on the Grant Date, vest date or during the vesting or other relevant period.

(b)You will make arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your Subsidiary is involved in the administration of the 2021 Plan) for the payment and satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable national or local taxes, or payment on account of other tax related to withholding obligations that arise by reason of granting or vesting of RSUs or sale of Common Stock shares from vested RSUs (whichever is applicable).

(c)The Corporation will not be required to issue or lift any restrictions on shares of the Common Stock pursuant to your RSUs or to recognize any purported transfer of shares of the Common Stock until such obligations are satisfied.

(d)These obligations will be satisfied by the Corporation withholding a number of shares of Common Stock that would otherwise be issued under the RSUs that the Corporation determines has a Market Value sufficient to meet the tax withholding obligations. For this purpose, "Market Value" will be calculated as the average of the highest and lowest sales prices of the Common Stock as reported by Nasdaq on the day your RSUs vest. The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty.

(e)You are ultimately liable and responsible for all taxes owed by you in connection with your RSUs, regardless of any action the Corporation takes or any transaction pursuant to this Section 10 with respect to any tax withholding obligations that arise in connection with the RSUs. The Corporation makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the RSUs or the subsequent sale of any of the shares of Common Stock underlying the RSUs that vest. The Corporation does not commit and is under no obligation to structure the RSU program to reduce or eliminate your tax liability.

11.Rights as Stockholder. Your RSUs may not be otherwise transferred or assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, and may not be subject to execution, attachment or similar process. Any attempt to transfer, assign, hypothecate or otherwise dispose of your RSUs other than as permitted above, will be void and unenforceable against the Corporation.

You will have the rights of a stockholder only after shares of the Common Stock have been issued to you following vesting of your RSUs and satisfaction of all other conditions to the issuance of those shares as set forth in this Agreement. RSUs will not entitle you to any rights of a stockholder of Common Stock and there are no voting or dividend rights with respect to your RSUs. RSUs will remain terminable pursuant to this Agreement at all times until they vest and convert into shares. As a condition to having the right to receive shares of Common Stock pursuant to your RSUs, you acknowledge that unvested RSUs will have no value for purposes of any aspect of your employment relationship with the Corporation or a Subsidiary.

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12.Disputes. Any question concerning the interpretation of this Agreement, your Notice of Grant, the RSUs or the 2021 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the RSUs or the 2021 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 15(e) to have been arbitrary and capricious.

13.Amendments. The 2021 Plan and RSUs may be amended or altered by the Committee or the Board of Directors to the extent provided in the 2021 Plan.

14.Data Privacy. You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document and any other RSU grant materials (“Data”) by and among, as applicable, the Corporation, the Subsidiary that employs you (the “Employer”) and any other Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2021 Plan. You hereby understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC (“E*Trade”) and any other third parties assisting in the implementation, administration and management of the 2021 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation, E*Trade and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2021 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you RSUs or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2021 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the

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Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2021 Plan in compliance with the data privacy laws in your country, either now or in the future.  You understand and agree that you will not be able to participate in the 2021 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer. 

15.The 2021 Plan and Other Terms.

(a)Any prior agreements, commitments or negotiations concerning the RSUs are superseded by this Agreement and your Notice of Grant. You hereby acknowledge that a copy of the 2021 Plan has been made available to you.

(b)The grant of RSUs to an employee in any one year, or at any time, does not obligate the Corporation or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Corporation or any Subsidiary might make a grant in any future year or in any given amount.

(c)The RSUs covered by this Agreement shall be subject to the terms of Section 12 of the Plan.

(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, 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 2021 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 2021 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

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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 2021 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 effective control” of the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The provisions of this Section 15(j) will only apply to the extent required to avoid your incurrence of any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of the RSUs would cause you to incur any penalty tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Corporation may reform such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

(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.

(l)The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the 2021 Plan, or your acquisition or sale of the underlying shares of Common Stock. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the 2021 Plan before taking any action related to the 2021 Plan.

(m)In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

(n)You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this agreement, or of any subsequent breach of this Agreement.

16.Imposition of Other Requirements. The Corporation reserves the right to impose other requirements on the RSUs and on any shares of Common Stock acquired upon vesting of the RSUs in accordance with Section 9(e) of the 2021 Plan.

17.Confidentiality. You acknowledge that you hold a senior position at the Corporation and have received and been privy to the Corporation’s confidential information and trade secrets. You further acknowledge that the Corporation has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, and in light of the substantial benefits provided to you under this Agreement, you hereby agree to the covenants protective of the Corporation.

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(a)Confidentiality/Trade Secrets. You acknowledge you have acquired knowledge of or had access to Confidential Information or other proprietary information of the Corporation, its customers and/or third parties during the course of your employment at The Corporation. For purposes of this Agreement, “Confidential Information” includes, without limitation: technical information (e.g., roadmaps, schematics, source code, specifications), business information (e.g., product information, marketing strategies, markets, sales, customers, customer lists or phone books), personnel information (e.g., organizational charts, employee lists, skill sets, employee health information, names, phone numbers, email addresses, personnel files, employee compensation (except where the disclosure of such personnel information is permissible under local labor law such as the right of employees to discuss compensation and working conditions under the US National Labor Relations Act)), and other non-public the Corporation data and information of a similar nature. You acknowledge your ongoing obligation to protect such information, during and after your employment with the Corporation. Notwithstanding the above, under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to an attorney or to a federal, state, or local government official, either directly or indirectly, and is solely for the purpose of reporting or investigating a suspected violation of law; (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding filed by you, if such document is filed under seal and pursuant to court order.

(b)Understanding of Covenants; Consideration. You hereby represent that you (i) are fully aware of your obligations hereunder, (ii) agree to the reasonableness of the length of time and scope of the foregoing covenants, and (iii) agree that such covenants are necessary to protect the Corporation’s confidential and proprietary information, good will, stable workforce, and customer relations.

(c)Remedy for Breach. You hereby agree that if you breach any provision of this Section 17, the damage to the Corporation may be substantial and money damages will not afford the Corporation an adequate remedy, and (ii) if you are in breach of any provision of this Section 17, or threaten such a breach (by initiating a course of action that would reasonably be expected to lead to a breach), the Corporation shall be entitled, in addition to all other rights and remedies as may be provided by law, to seek specific performance and injunctive and other equitable relief, without bond or other security, to prevent or restrain a breach of any provision of this Section 17.

* * * * *

By acknowledging this grant of awards or your acceptance of this Agreement in the manner specified by the administrators, you and Intel Corporation agree that the RSUs identified in your Notice of Grant are governed by the terms of this Agreement, the Notice of Grant and the 2021 Plan. You further acknowledge that you have read and understood the terms of the RSUs set forth in this Agreement, the Grant Notice and the 2021 Plan.

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EX-10.8

CONFIDENTIAL

Exhibit 10.8

INTEL CORPORATION

2021 INDUCEMENT PLAN

OPTION AGREEMENT

(for Time- and Performance-Vesting Options)

1.OPTION GRANT; TERMS OF OPTION

This Option Agreement (this “Agreement”), the Notice of Grant delivered online by logging into the E*TRADE Financial Corporation website (the “Notice of Grant”) and the Intel Corporation 2021 Inducement Plan (the “2021 Plan”), as such may be amended from time to time, constitute the entire understanding between Patrick Gelsinger (“you”) and Intel Corporation (the “Corporation”) regarding the stock option grant (“Option”) identified in your Notice of Grant, which provides that a maximum of 2,083,638 shares of Common Stock (as defined below) shall be subject to the Option, subject to the terms of this Agreement, including the time- and performance-vesting terms set forth in Section 4, the Notice of Grant and the 2021 Plan. The Option granted to you is effective as of the grant date set forth in the Notice of Grant (the “Grant Date”). The Option is granted as a material inducement to you entering into employment with the Corporation (within the meaning of Nasdaq Listing Rule 5635(c)(4)). If there is any conflict between the terms in this Agreement and the 2021 Plan, the terms of the 2021 Plan will control. Capitalized terms not explicitly defined in this Agreement or in the Notice of Grant but defined in the 2021 Plan will have the same definitions as in the 2021 Plan.

If you are instructed by the administrators of the 2021 Plan to accept this Agreement and you fail to do so in the manner specified by the administrators within 180 days of the Grant Date, the Option identified in your Notice of Grant will be cancelled, except as otherwise determined by the Corporation in its sole discretion.

2.NONQUALIFIED STOCK OPTION

The Option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly.

3.OPTION PRICE

The exercise price of the option (the “Exercise Price”), as set forth in the Notice of Grant, is 100% of the closing price of a share of the common stock of the Corporation, $.001 par value (the “Common Stock”) as reported by the Nasdaq Global Select Market (“Nasdaq”), on the Grant Date.

4.VESTING TERMS

CONFIDENTIAL

(a)    Time-Vesting Terms. The Option will vest in four (4) equal annual installments, commencing on the first anniversary of the Grant Date and continuing to vest on each subsequent anniversary until fully vested on the fourth anniversary of the Grant Date, subject to the satisfaction of the Performance-Vesting Terms set forth in subsection (b) below.

(b)    Performance-Vesting Terms. In addition to the Time-Vesting Terms described in subsection (a) above, the Option shall vest and become exercisable only in the event the closing price of a share of the Common Stock reported on Nasdaq (the “closing share price”) during any thirty (30) consecutive trading days concluding on or prior to the fifth (5th) anniversary of the Grant Date reflects an increase of at least thirty percent (30%) over the Corporation’s volume-weighted average closing share price for the thirty (30) consecutive trading days preceding January 13, 2021 (the “Stock Price Performance Hurdle”). In the event the closing share price does not satisfy the Stock Price Performance Hurdle during a thirty (30) consecutive trading day period that concludes on or prior to the fifth (5th) anniversary of the Grant Date, the Option will expire and be cancelled as of such fifth (5th) anniversary date and you will not be entitled to exercise the Option or any portion thereof and will not be entitled to receive any consideration for the Option.

5.TERM OF OPTION AND EXERCISE OF OPTION

To the extent the option becomes vested and exercisable pursuant to the terms set forth in this Agreement and has not been previously exercised, and subject to termination or acceleration as provided in this Agreement and the requirements set forth in this Agreement, the Notice of Grant and the 2021 Plan, you may exercise the option to purchase up to the number of shares of the Common Stock set forth in the Notice of Grant. Notwithstanding anything to the contrary in Sections 6 through 10 hereof, no part of the Option may be exercised after ten (10) years from the date of grant.

The process for exercising the Option (or any part thereof) is governed by this Agreement, the Notice of Grant, the 2021 Plan and your agreements with the Corporation’s stock plan administrator. Exercises of stock options will be processed as soon as practicable. The option price may be paid (a) in cash, (b) by arrangement with the Corporation’s stock plan administrator which is acceptable to the Corporation where payment of the option price is made pursuant to an irrevocable direction to the broker to deliver all or part of the proceeds from the sale of the shares of the Common Stock issuable under the option to the Corporation, (c) by delivery of any other lawful consideration approved in advance by the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”) or its delegate, or (d) in any combination of the foregoing. Fractional shares may not be exercised. Shares of the Common Stock will be issued as soon as practicable. You will have the rights of a stockholder only after the shares of the Common Stock have been issued. For administrative or other reasons, the Corporation may from time to time suspend the ability of employees to exercise options for limited periods of time.

CONFIDENTIAL

Notwithstanding the above, the Corporation shall not be obligated to deliver any shares of the Common Stock during any period when the Corporation determines that the exercisability of the Option or the delivery of shares hereunder would violate any federal, state or other applicable laws.

Notwithstanding anything to the contrary in this Agreement or the applicable Notice of Grant, the Corporation may reduce the unvested portion of your Option if you change classification from a full-time to a part-time employee.

IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKDAY, YOU MUST EXERCISE YOUR OPTIONS BEFORE 3:45 P.M. NEW YORK TIME ON THE EXPIRATION DATE.

IF AN EXPIRATION DATE DESCRIBED HEREIN FALLS ON A WEEKEND OR ANY OTHER DAY ON WHICH THE NASDAQ IS NOT OPEN, YOU MUST EXERCISE YOUR OPTIONS BEFORE 3:45 P.M. NEW YORK TIME ON THE LAST NASDAQ BUSINESS DAY PRIOR TO THE EXPIRATION DATE.

6.SUSPENSION OR TERMINATION OF OPTION FOR MISCONDUCT

If at any time the Committee of the Board of Directors established pursuant to the 2021 Plan (the “Committee”), including any Subcommittee or “Authorized Officer” (as defined in Section 8(a)(vi) of the 2021 Plan) notifies the Corporation that they reasonably and in good faith believe that you have (A) committed an act constituting Cause (as defined in Section 11(a)) within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct as described in Section 8(a)(v) of the 2021 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of any Corporation trade secret or confidential information, any conduct constituting unfair competition, inducing any customer to breach a contract with the Corporation or inducing any principal for whom the Corporation acts as agent to terminate such agency relationship), the vesting of your option and your right to exercise your option, to the extent it is vested, may be suspended pending a determination of whether an act constituting Cause or an act of misconduct (as applicable) has been committedwhich determination the Corporation will use commercially reasonable best efforts to make within 60 days of the initial suspension. If the Corporation reasonably and in good faith determines that you have (A) committed an act constituting Cause within two years following the Grant Date, or (B) more than two years following the Grant Date, committed an act of misconduct, your option shall be cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to your option whatsoever. Any determination by the Committee or an Authorized Officer with respect to the foregoing shall be final, conclusive, and binding on all interested parties.

7.TERMINATION OF EMPLOYMENT

CONFIDENTIAL

Except as expressly provided otherwise in this Agreement, if your employment by the Corporation terminates for any reason, whether voluntarily or involuntarily, other than death, Disablement (as defined in Section 9), or discharge for Cause, you may exercise any portion of the option that had vested on or prior to the date of termination at any time prior to ninety (90) days after the date of such termination, but in no event later than the expiration date. The Option shall terminate on the 90th day to the extent that it is unexercised. Subject to Section 10, the portion of the Option that is unvested as of the date of employment termination shall be cancelled on the date of employment termination, regardless of whether such employment termination is voluntary or involuntary.

For purposes of this Section 7, your employment is not deemed terminated if, prior to sixty (60) days after the date of termination from the Corporation or a Subsidiary, you are rehired by the Corporation or a Subsidiary on a basis that would make you eligible for future Corporation stock option grants, nor would your transfer from Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to the Corporation be deemed a termination of employment. Further, your employment with any partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Corporation or a Subsidiary is a party shall be considered employment for purposes of this provision if either (a) the entity is designated by the Committee as a Subsidiary for purposes of this provision or (b) you are designated as an employee of a Subsidiary for purposes of this provision.

8.DEATH

Except as expressly provided otherwise in this Agreement, if you die while employed by the Corporation, the executor of your will or administrator of your estate may exercise the Option, to the extent vested, including any portion that becomes vested pursuant to Section 10, and not previously exercised, at any time prior to 365 days from the date of death or until the expiration date of the Option, if earlier.

Except as expressly provided otherwise in this Agreement, if you die prior to ninety (90) days after terminating your employment with the Corporation, the executor of your will or administrator of your estate may exercise the option, to the extent not previously exercised and to the extent the option had vested on or prior to the date of your employment termination (including any portion that becomes vested pursuant to Section 10), at any time prior to 365 days from the date of your employment termination or until the expiration date of the Option, if earlier.

The Option shall terminate on the applicable expiration date described in this Section 8, to the extent that it is unexercised.

9.DISABLEMENT

Except as expressly provided otherwise in this Agreement, following your termination of employment due to Disablement, you may exercise the Option, to the extent vested,

CONFIDENTIAL

including those that vest pursuant to Section 10, and not previously exercised, at any time prior to 365 days from the later of the date of your termination of employment due to your Disablement or the date of determination of your Disablement as described in this Section 9, but in no event later than the expiration date of the Option; provided, however, that while the claim of Disablement is pending, options that were vested at termination of employment may be exercised only during the period set forth in Section 7 hereof. The Option shall terminate on the 365th day from the date of determination of Disablement, to the extent that it is unexercised. For purposes of this Agreement, “Disablement” shall be determined in accordance with the standards and procedures of the then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, and in the event you are not a participant in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary that employs you, “Disablement” shall have the same meaning as disablement is defined in the Intel Long Term Disability Plan, which is generally a physical condition arising from an illness or injury, which renders an individual incapable of performing work in any occupation, as determined by the Corporation.

10.QUALIFYING TERMINATION

In the event of a Qualifying Termination (as defined in Section 11(d)) of your employment with the Corporation, provided that you sign and do not revoke a Release (as defined in Section 11(e)) and such Release becomes effective within sixty (60) days following the date your employment with the Corporation terminates, and provided that the Stock Price Performance Hurdle has been met for thirty (30) consecutive trading days on or prior to the date your employment with the Corporation terminates, then the portion of the Option that would have time vested pursuant to the time-vesting terms set forth in Section 4(a) on or prior to the eighteen month anniversary of the date your employment terminates had you remained continuously employed by the Corporation through such date shall vest (based on the time-vesting schedule set forth in Section 4(a)) and become exercisable, effective as of the date of effectiveness of the Release, provided that if such sixty (60) day period spans two calendar years, such vesting shall occur in the later of such calendar years. You may exercise any portion of the Option that vests and becomes exercisable in accordance with this paragraph prior to ninety (90) days after the date your employment with the Corporation terminates (or such longer period as provided in Section 8 or 9, as applicable), but in no event later than the expiration date.

11.DEFINITIONS

i.“Cause” means your (i) commission of an act of material fraud or dishonesty against the Corporation; (ii) intentional refusal or willful failure to substantially carry out the lawful and reasonable instructions of the Board of Directors (other than any such failure resulting from your Disablement and excluding any failure to achieve a lawful and reasonable directive following the expenditure by you of commercially reasonable best efforts); (iii) conviction of, guilty plea or “no contest” plea to a felony or to a misdemeanor involving moral turpitude (where moral turpitude means so extreme a departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking to the moral sense of the community); (iv) gross misconduct in connection with the performance of your duties; (v) improper disclosure of confidential

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information or a material violation of a Corporation policy or the Corporation’s Code of Conduct (excluding conduct or activities undertaken in good faith by you in the ordinary course of you performing your duties or promoting the Corporation); (vi) breach of fiduciary duty to the Corporation; (vii) failure to reasonably cooperate with the Corporation in any investigation or formal proceeding or being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in your job (in all cases, other than due to death or Disablement); or (viii) breach of duty of loyalty to the Corporation. Prior to termination for Cause, the Corporation shall provide thirty (30) days prior written notice of the grounds for Cause, and give you an opportunity within (and including all of) those thirty (30) days to cure the alleged breach. If the breach is substantially cured during such period, Cause will not exist on account of such breach. You and the Corporation recognize that given the egregious nature of the conduct defined as Cause, a cure may not possible. No act or failure to act on your part shall be considered “willful” unless the Corporation reasonably and in good faith determines it is done, or omitted to be done, in bad faith or without reasonable belief that your act or omission was in the best interests of the Corporation. Without limitation, any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission, or based upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Corporation.

ii.A resignation for “Good Reason” means your resignation following the occurrence, without your express, written consent, of one or more of the following conditions (whether by a single action or a series of actions): (i) a material reduction in your title, duties, responsibilities, or authority; (ii) a material reduction by the Corporation of your annual base salary or Target Bonus (as defined in the Offer Letter (as defined in Section 11(c))); or (iii) a relocation of your principal place of employment more than thirty (30) miles from its current location in Santa Clara, California; or (iv) a failure by the Corporation to timely satisfy its obligations with respect to any of the equity award grants described in the Offer Letter, provided that the Corporation has had thirty (30) days to cure any such failure.

iii.“Offer Letter” means that certain offer letter by and between you and the Corporation dated January 13, 2021.

iv.“Qualifying Termination” means your employment with the Corporation is terminated by the Corporation without Cause, including by reason of your death or Disablement, or you voluntarily resign your employment with the Corporation for Good Reason, in either case within the initial two year period following the commencement date of your employment with the Corporation.

v.“Release” means a release in favor of the Corporation that is mutually agreed upon between you and the Corporation, the form of which you and the Corporation agree to use reasonable best efforts to agree to within 30 days following the date your employment terminates and which shall not impose on you any post-employment obligations that you have not already agreed to in writing as of the date your employment terminates.

12.INCOME TAXES WITHHOLDING

Nonqualified stock options are taxable upon exercise. To the extent required by applicable federal, state or other law, you shall make arrangements satisfactory to the Corporation for the satisfaction of any withholding tax obligations that arise by reason of an option exercise and, if applicable, any sale of shares of the Common Stock. The Corporation shall not be required to issue shares of the Common Stock or to recognize

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any purported transfer of shares of the Common Stock until such obligations are satisfied. These obligations will be satisfied by having the Corporation withhold a portion of the shares of the Common Stock that otherwise would be issued to you upon exercise of the option.

13.TRANSFERABILITY OF OPTION

14.The Option may not be transferred by you in any manner other than by will or by the laws of descent or distribution.  The Option may be exercised only by you or, upon your death, only by the executor of your will or administrator of your estate in accordance with Section 8 above.  The terms of this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.   DISPUTES

Any question concerning the interpretation of this Agreement, your Notice of Grant, the Option or the 2021 Plan, any adjustments required to be made thereunder, and any controversy that may arise under this Agreement, your Notice of Grant, the Option or the 2021 Plan will be determined by the Committee (including any person(s) to whom the Committee has delegated its authority) in its sole and absolute discretion. Such decision by the Committee will be final and binding unless determined pursuant to Section 17(g) to have been arbitrary and capricious.

15.AMENDMENTS

The 2021 Plan and the Option may be amended or altered by the Committee or the Board of Directors to the extent provided in the 2021 Plan.

16.DATA PRIVACY

You explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document and any other Option grant materials (“Data”) by and among, as applicable, the Corporation, the Subsidiary that employs you (the “Employer”) and any other Subsidiary for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan.

You hereby understand that the Corporation holds certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Corporation, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, administering and managing the 2021 Plan. You hereby understand that Data will be transferred to E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC (“E*Trade”) and any other third parties assisting in the implementation, administration and management of the 2021 Plan, that these recipients may be located in your country or elsewhere, and that the recipient’s country

CONFIDENTIAL

(e.g., the United States) may have different data privacy laws and protections than your country. You hereby understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the Corporation, E*Trade and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the exclusive purpose of implementing, administering and managing your participation in the 2021 Plan, including any requisite transfer of such Data as may be required to another broker or other third party with whom you may elect to deposit any shares of Common Stock acquired under your Option. You hereby understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the 2021 Plan. You hereby understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative.

Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Corporation would not be able to grant you Options or other equity awards or administer or maintain such awards. Therefore, you hereby understand that refusing or withdrawing your consent may affect your ability to participate in the 2021 Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you hereby understand that you may contact the human resources representative responsible for your country at the local or regional level.

Finally, upon request of the Corporation or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Corporation and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the 2021 Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the 2021 Plan if you fail to provide any such consent or agreement requested by the Corporation and/or the Employer.

17.THE 2021 PLAN AND OTHER AGREEMENTS; OTHER MATTERS

vi.The provisions of this Agreement and the 2021 Plan are incorporated into the Notice of Grant by reference. You hereby acknowledge that a copy of the 2021 Plan has been made available to you. Certain capitalized terms used in this Agreement are defined in the 2021 Plan.

This Agreement, the Notice of Grant and the 2021 Plan constitute the entire understanding between you and the Corporation regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded.

CONFIDENTIAL

The grant of an option to an employee in any one year, or at any time, does not obligate the Corporation or any Subsidiary to make a grant in any future year or in any given amount and should not create an expectation that the Corporation or any Subsidiary might make a grant in any future year or in any given amount.

vii.Options are not part of your employment contract (if any) with the Corporation, 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.

viii.In consideration of the grant of the Option, no claim or entitlement to compensation or damages will arise from termination of your Option or diminution in value of the Option or Common Stock acquired through vested and exercise of the Option 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.

ix.Nothing contained in this Agreement creates or implies an employment contract or term of employment upon which you may rely.

x.To the extent that the Option refers to the Common Stock of the Corporation, and as required by the laws of your residence or employment, only authorized but unissued shares thereof shall be utilized for delivery upon exercise by the holder in accord with the terms hereof.

xi.Copies of the Corporation’s Annual Report to Stockholders for its latest fiscal year and the Corporation’s latest quarterly report are available, without charge, at the Corporation’s business office.

xii.Because this Agreement relate to terms and conditions under which you may purchase Common Stock of the Corporation, a Delaware corporation, an essential term of this Agreement is that it shall 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 Option granted hereunder shall be brought in the state or federal courts of competent jurisdiction in the State of California.

xiii.The Option shall be subject to the terms of Section 12 of the Plan.

xiv.The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any recommendations regarding your participation in the 2021 Plan, or his or her acquisition or sale of the underlying shares of Common Stock. You understand and agree that you should consult with your own personal

CONFIDENTIAL

tax, legal and financial advisors regarding your participation in the 2021 Plan before taking any action related to the 2021 Plan.

xv.In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

xvi.You acknowledge that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this agreement, or of any subsequent breach of this Agreement.

18.IMPOSITION OF OTHER REQUIREMENTS

The Corporation reserves the right to impose other requirements on the Option and on any shares of Common Stock acquired upon vesting an exercise of the Option in accordance with Section 9(e) of the 2021 Plan.

19.CONFIDENTIALITY. You acknowledge that you hold a senior position at the Corporation and have received and been privy to the Corporation’s confidential information and trade secrets. You further acknowledge that the Corporation has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to third parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, and in light of the substantial benefits provided to you under this Agreement, you hereby agree to the covenants protective of the Corporation.

xvii.Confidentiality/Trade Secrets. You acknowledge you have acquired knowledge of or had access to Confidential Information or other proprietary information of the Corporation, its customers and/or third parties during the course of your employment at The Corporation. For purposes of this Agreement, “Confidential Information” includes, without limitation: technical information (e.g., roadmaps, schematics, source code, specifications), business information (e.g., product information, marketing strategies, markets, sales, customers, customer lists or phone books), personnel information (e.g., organizational charts, employee lists, skill sets, employee health information, names, phone numbers, email addresses, personnel files, employee compensation (except where the disclosure of such personnel information is permissible under local labor law such as the right of employees to discuss compensation and working conditions under the US National Labor Relations Act)), and other non-public the Corporation data and information of a similar nature. You acknowledge your ongoing obligation to protect such information, during and after your employment with the Corporation. Notwithstanding the above, under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to an attorney or to a federal, state, or local government official, either directly or

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indirectly, and is solely for the purpose of reporting or investigating a suspected violation of law; (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding filed by you, if such document is filed under seal and pursuant to court order.

xviii.Understanding of Covenants; Consideration. You hereby represent that you (i) are fully aware of your obligations hereunder, (ii) agree to the reasonableness of the length of time and scope of the foregoing covenants, and (iii) agree that such covenants are necessary to protect the Corporation’s confidential and proprietary information, good will, stable workforce, and customer relations.

xix.Remedy for Breach. You hereby agree that if you breach any provision of this Section 19, the damage to the Corporation may be substantial and money damages will not afford the Corporation an adequate remedy, and (ii) if you are in breach of any provision of this Section 19, or threatens such a breach (by initiating a course of action that would reasonably be expected to lead to a breach), the Corporation shall be entitled, in addition to all other rights and remedies as may be provided by law, to seek specific performance and injunctive and other equitable relief, without bond or other security, to prevent or restrain a breach of any provision of this Section 19.

* * * * *

By acknowledging this grant of an awards or your acceptance of this Agreement in the manner specified by the administrators, you and Intel Corporation agree that the Option identified in your Notice of Grant are governed by the terms of this Agreement, the Notice of Grant and the 2021 Plan. You further acknowledge that you have read and understood the terms of the Option set forth in this Agreement, the Grant Notice and the 2021 Plan.

EX-10.9

Exhibit 10.9

SUBSCRIPTION AGREEMENT

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE INVESTOR SHOULD BE AWARE THAT HE WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 16, 2021, is by and between Intel Corporation (“Issuer”) and Patrick Gelsinger (“Executive”).

WHEREAS, the execution and delivery of this Agreement by Issuer and Executive is related to the Offer Letter, dated January 13, 2021, between Issuer and Executive (the “Offer Letter”), setting forth the terms of Executive’s employment and compensation.

WHEREAS, in accordance with the terms of the Offer Letter, (i) Executive has elected and desires to subscribe for shares of common stock, par value $0.001 per share, of Issuer (“Issuer Common Stock”), and (ii) Issuer desires to issue shares of Issuer Common Stock to Executive, each as more fully set forth herein.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, Issuer and Executive hereby agree as follows:

Article I.

PURCHASE AND SALE OF SHARES OF ISSUER COMMON STOCK

i..Subscription.

(1)At the Stock Subscription Closing (as defined below), Executive will, pursuant to the terms of this Agreement, deliver to Issuer by wire transfer of immediately available funds to an account previously designated in writing by Issuer an amount equal to $10,000,000.00 (such amount, the “Stock Subscription Consideration”) to subscribe for and purchase that number of shares of Issuer Common Stock rounded to the nearest whole number of shares having an aggregate value equal to the Stock Subscription Consideration at a price per share of Issuer Common Stock equal to the closing price of Issuer Common Stock on the Nasdaq Global Select Market on March 15, 2021 (that number of shares, the “Subscription Shares” and the purchase of the Subscription Shares, the “Subscription”); and

(2)Issuer shall cause the Subscription Shares to be issued to Executive immediately upon receipt of the Stock Subscription Consideration for credit to Executive’s account at Issuer’s transfer agent.

(3)The closing of the Subscription (the “Stock Subscription Closing”) shall take place on March 18, 2021 (i) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Palo Alto, California 94301 or (ii) remotely by exchange of documents and signatures (or their electronic counterparts).

ii..Stock Restrictions. Executive agrees that, for a period of six months after the date of this Agreement (the “Holdback Period”), Executive and his Affiliates may not sell, assign, hypothecate, pledge or otherwise transfer or encumber the Subscription Shares during the Holdback Period in any manner, except by will or the laws of descent and distribution, without the written consent of Issuer (as evidenced by a writing signed by Issuer’s General Counsel), and subject to any limitations imposed by Issuer (and set forth in the writing) (the “Transfer Restrictions”). Following the expiration of the Holdback Period, the Transfer Restrictions will lapse in their entirety without any further action by Executive or Issuer.

Article II.

REPRESENTATIONS AND WARRANTIES OF ISSUER

Issuer hereby represents and warrants to Executive as follows:

i..Organization; Authorization. Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly authorized by all necessary company action and has been duly and validly executed and delivered by Issuer and constitutes the valid and binding obligation of Issuer, enforceable against it in accordance with its terms. At the Stock Subscription Closing, Issuer will be a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

ii..Non-Contravention. Except for applicable filings under federal and state securities laws, the execution and delivery of this Agreement by Issuer and the consummation of the transactions contemplated hereby or thereby do not require Issuer to file any notice, report or other filing with, or to obtain any consent, registration, approval, permit or authorization of or from, any governmental or regulatory authority of the United States, any State thereof or any foreign jurisdiction, and do not constitute a breach or violation of, or a default under, any provision of any mortgage, lien, lease, agreement, license, instrument, law, regulation, order, arbitration, award, judgment or decree to which Issuer is a party or by which its property is bound, in any such case which could prevent, materially delay or materially burden the transactions contemplated by this Agreement.

iii..Issuance of Shares. Upon issuance of the Subscription Shares to Executive at the Stock Subscription Closing, such Subscription Shares will represent duly authorized, validly issued, fully paid and non-assessable shares of Issuer Common Stock and Executive shall be the record owner of such Subscription Shares.

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iv..Legend Removal.  

(1)In connection with a sale or transfer of Subscription Shares by Executive in reliance on Rule 144 promulgated under the Securities Act, Executive (or Executive’s transferee) or his broker may deliver to the Issuer a customary broker representation letter regarding such sale. Upon receipt of such representation letter or in connection with a sale or transfer pursuant to an effective registration statement under the Securities Act, the Issuer shall, at it cost, promptly remove the notation, stop-transfer order or similar restrictions set forth in Section 3.5(c) and any restrictive legend set forth in Section 3.5(d) with respect to such sold or transferred Subscription Shares, including issuing a legal opinion of counsel to the Issuer to the Issuer’s transfer agent in connection therewith.

(2)At such time as Subscription Shares have been held by Executive (or Executive’s transferee) for more than six months year where Executive (or Executive’s transferee) is not, and has not been in the preceding three months, an affiliate of the Issuer (as defined in Rule 144 promulgated under the Securities Act), the Issuer shall, upon request of the Executive (or Executive’s transferee), at Issuer’s cost, take all steps necessary to promptly remove the notation, stop-transfer order or similar restrictions set forth in Section 3.5(c) and any restrictive legend set forth in Section 3.5(d), including issuing a legal opinion of counsel to the Issuer to the Issuer’s transfer agent in connection therewith, regardless of whether the request is made in connection with a sale or transfer or otherwise.

Article III.

REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS OF EXECUTIVE

Executive hereby represents, warrants and acknowledges to Issuer as follows:

i..Organization; Authorization. Executive has full legal capacity to execute and deliver this Agreement and to perform his obligations hereunder. This Agreement has been duly executed and delivered by Executive and constitutes the valid and binding obligation of Executive, enforceable against him in accordance with its terms.

ii..Non-Contravention. The execution and delivery of this Agreement by Executive and the consummation of the transactions contemplated hereby do not require Executive to file any notice, report or other filing with, or to obtain any consent, registration, approval, permit or authorization of or from, any governmental or regulatory authority of the United States, any State thereof or any foreign jurisdiction, and do not constitute a breach or violation of, or a default under, any provision of any mortgage, lien, lease, agreement, license, instrument, law, regulation, order, arbitration, award, judgment or decree to which Executive is a party or by which his property is bound, in any such case which could prevent, materially delay or materially burden the transactions contemplated by this Agreement; provided, however, that Executive does not make any representation or warranty in this Section 3.2 with respect to federal securities laws or state securities or “blue sky” laws.

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iii..Certain Matters Relating to Executive’s Investment in the Shares.

(1)Executive is acquiring the Subscription Shares for investment purposes only and not with a view to, or for, distribution, resale or fractionalization thereof, in whole or in part, in each case under circumstances which would require registration thereof under the Securities Act, or any applicable state securities laws.

(2)Executive has not been given any oral or written information, representations or assurances by Executive or any representative thereof in connection with Executive’s acquisition of the Subscription Shares other than as contained in this Agreement, and Executive is relying on his own business judgment and knowledge concerning the business, financial condition and prospects of Issuer in making the decision to acquire the Subscription Shares. Executive acknowledges that no person has been authorized to give any information or to make any representation relating to the Subscription Shares or Issuer, other than as contained in this Agreement and, if given or made, information received from any person and any representation, other than as aforesaid, must not be relied upon as having been authorized by Issuer or any person acting on his behalf.

(3)Executive is an “accredited investor” as described in Rule 501(a) of Regulation D under the Securities Act, on the basis reflected on the copy of Exhibit A provided by Executive prior to or at the Stock Subscription Closing.

(4)Executive, either alone or with his advisors, has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the acquisition of the Subscription Shares and has the capacity to protect his own interests in connection with such acquisition.

(5)Executive is able to bear the economic risk of his investment in the Subscription Shares for an indefinite period of time, including the risk of a complete loss of Executive’s investment in such securities. Executive acknowledges that the Subscription Shares have not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act or any applicable state securities laws or an exemption from such registration is available and that transfers of the Subscription Shares may be restricted by applicable state and non-U.S. securities laws.

(6)Executive and his advisors, if any, have been afforded the opportunity to examine all documents related to and, if applicable, executed in connection with the transactions contemplated hereby, which Executive or advisors, if any, have requested to examine.

(7)Executive acknowledges and agrees that the distribution of this Agreement or any other materials in connection with the Subscription does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction and that such

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distribution and the offer and sale of the Interests in certain jurisdictions may be restricted by law.

(8)Other than as expressly set forth in this Agreement, no representations or warranties have been made to Executive, written or otherwise, concerning the Subscribed Shares, Issuer or its Subsidiaries (including Issuer from and after the Stock Subscription Closing). Issuer is not making, and Executive hereby specifically disclaims, any representation or warranty that is not expressly set forth in this Agreement, including regarding any pro forma financial information, budgets, estimates, projections, forecasts or other forward looking statements or business plans (including the reasonableness of any assumptions underlying such estimates, projections, forecasts, forward looking statements or business plans) with respect to Issuer or its Subsidiaries (including the Issuer from and after the Stock Subscription Closing) or any of their respective businesses.

iv..Executive’s Knowledge. Executive has a high degree of familiarity with the business, operations and current financial condition of Issuer and its subsidiaries.

v..Subscribed Shares Unregistered

vi... Executive acknowledges that Executive has been advised by Issuer that, and hereby represents and warrants to Issuer that, as of the date hereof and as of the Stock Subscription Closing:

(1)Executive is a resident of the State of California.

(2)Executive must continue to bear the economic risk of his investment in the Subscribed Shares unless such Subscribed Shares are subsequently registered under the Securities Act and all applicable state securities laws or an exemption from such registration is available.

(3)A notation shall be made in the appropriate records of Issuer and any certificate, if any, representing the Subscribed Shares, indicating that the Subscribed Shares are subject to restrictions on transfer and, Issuer will instruct its securities transfer agent to include appropriate stop-transfer instructions with respect to the Subscribed Shares.

(4)The Subscribed Shares shall be issued to Executive’s account at Issuer’s transfer agent and shall bear the following legend, until such time as the Subscribed Shares are sold or are freely salable under SEC Rule 144 without volume limitations or restrictions on the manner of sale or the public information requirements:

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND OTHER APPLICABLE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE INVESTOR

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SHOULD BE AWARE THAT HE WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

(5)Executive represents that he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

Article IV.

MISCELLANEOUS

i..Governing Law and Jurisdiction.

(1)This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be exclusively governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.

(2)Each of the parties (i) consents to submit itself to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) with respect to any suit (whether at law, in equity, in contract, in tort or otherwise) relating to or arising out of this Agreement or any of the transactions contemplated hereby, (ii) agrees to service of process in any such action in any manner prescribed by the laws of the State of Delaware and (iii) agrees that service of process upon such Party in any action or proceeding shall be effective if notice is given in accordance with Section 4.2 herein.

ii..Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, if to Issuer, addressed to Intel Corporation, 2200 Mission College Boulevard, Santa Clara, CA 95054, Attention: General Counsel, with a copy (which shall not constitute notice) to Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Palo Alto, CA 94301, Attention: Kenton J. King; if to Executive, at the address set forth on the signature page hereto underneath Executive’s name, or to such other persons or addresses as may be designated in writing by the party to receive such notice.

iii..Entire Agreement. This Agreement, the Offer Letter and other documents and instruments delivered in connection herewith or therewith (or otherwise referred to herein) (a) constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, and (b) are for the benefit only of the parties hereto and are not intended to create any obligations to, or rights in respect of, any persons other than the parties hereto.

6

iv..Amendments and Waivers. This Agreement may not be modified or amended except by a written instrument signed by Issuer and Executive. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach of the same or similar nature.

v..Assignment; Severability; Counterparts. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. Any assignment by a party hereto requires consent of the other parties hereto except that any party may assign its rights and obligations hereunder to an Affiliate of such party. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. For the convenience of the parties hereto, this Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

vi..Survival of Representations and Warranties. All representations, warranties and covenants contained herein or made in writing by Executive, or by or on behalf of Issuer in connection with the transactions contemplated by this Agreement, shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of Issuer or Executive, the issue and sale of the Subscription Shares and the consummation of the Subscription.

[Signature pages follow]

7

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties hereto on the date first herein above written.

ISSUER:	INTEL CORPORATION
	By:	/s/Steve Rodgers
		Name: Steve Rodgers
		Title: General Counsel

[Signature Page to the Subscription Agreement]

EXECUTIVE:
	/s/Patrick Gelsinger
	Patrick Gelsinger
	Address	[**********]
		[**********]

[Signature Page to the Subscription Agreement]

EXHIBIT A

Executive’s Full Name: Patrick Paul Gelsinger    

Country of Residence: USA    

Residency Address: [**********]    

The following are “accredited investors” for purposes of the offering of the Subscription Shares. Please place a checkmark in the box next to any categories that apply to you1:

[x]    (a)    A natural person whose individual net worth,2 or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000.

[x]    (b)    A natural person who had an individual income3 in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

[ ]    (c)    A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who either alone or with his or her purchaser representative has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within this definition.

[ ]    (d)    An entity in which all of the equity owners are accredited investors meeting one or more of the tests under subparagraphs (a) - (c).

1     We have omitted certain other categories included within the definition of “accredited investor” which are not likely to apply to Executive.

2     The term “net worth” means a person’s assets minus liabilities, provided that the value of such person’s primary residence, as well as the amount of any indebtedness secured by the primary residence up to the fair market value of the primary residence, shall be excluded from the calculation of net worth. Indebtedness secured by the primary residence in excess of the value of the primary residence shall be considered a liability for purposes of determining net worth.

3     For all investors, the term “individual income” means adjusted gross income as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse), and the term “joint income” means adjusted gross income as reported for federal income tax purposes, including any income attributable to a spouse or to a property owned by a spouse, increased by the following amounts (including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax exempt under section 103 of the Internal Revenue Code of 1986, as amended; (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040); and (iii) any deduction claimed for depletion under section 611 et seq. of the Internal Revenue Code of 1986, as amended.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Patrick P. Gelsinger, certify that:

1.I have reviewed this quarterly report on Form 10-Q 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:	April 22, 2021	By:	/s/ PATRICK P. GELSINGER
			Patrick P. Gelsinger
			Chief Executive Officer, Director and Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, George S. Davis, certify that:

1.I have reviewed this quarterly report on Form 10-Q 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:	April 22, 2021	By:	/s/ GEORGE S. DAVIS
			George S. Davis
			Executive Vice President, Chief Financial Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Intel Corporation (Intel), that, to his knowledge, the Quarterly Report of Intel on Form 10-Q for the period ended March 27, 2021, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Intel. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 10-Q. A signed original of this statement, which may be electronic, has been provided to Intel and will be retained by Intel and furnished to the Securities and Exchange Commission or its staff upon request.

Date:	April 22, 2021	By:	/s/ PATRICK P. GELSINGER
			Patrick P. Gelsinger
			Chief Executive Officer, Director and Principal Executive Officer
Date:	April 22, 2021	By:	/s/ GEORGE S. DAVIS
			George S. Davis
			Executive Vice President, Chief Financial Officer and Principal Financial Officer

XML

Cover Page shares in Millions	3 Months Ended
	Mar. 27, 2021 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 27, 2021
Entity File Number	000-06217
Entity Registrant Name	INTEL CORPORATION
Entity Central Index Key	0000050863
Current Fiscal Year End Date	--12-25
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-1672743
Entity Address, Address Line One	2200 Mission College Boulevard,
Entity Address, City or Town	Santa Clara,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054-1549
City Area Code	(408)
Local Phone Number	765-8080
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	INTC
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	4,038

XML

Consolidated Condensed Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Income Statement [Abstract]
Net revenue	$ 19,673	$ 19,828
Cost of sales	8,819	7,812
Gross margin	10,854	12,016
Research and development	3,623	3,275
Marketing, general and administrative	1,328	1,541
Restructuring and other charges	2,209	162
Operating expenses	7,160	4,978
Operating income	3,694	7,038
Gains (losses) on equity investments, net	368	(111)
Interest and other, net	(156)	(313)
Income before taxes	3,906	6,614
Provision for taxes	545	953
Net income	$ 3,361	$ 5,661
Earnings per share - Basic (in dollars per share)	$ 0.83	$ 1.33
Earnings per share - Diluted (in dollars per share)	$ 0.82	$ 1.31
Weighted average shares of common stock outstanding:
Basic (shares)	4,056	4,266
Diluted (shares)	4,096	4,312

XML

Consolidated Condensed Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 3,361	$ 5,661
Changes in other comprehensive income, net of tax:
Net unrealized holding gains (losses) on derivatives	(350)	(268)
Actuarial valuation and other pension benefits (expenses), net	13	12
Translation adjustments and other	(15)	(5)
Other comprehensive income (loss)	(352)	(261)
Total comprehensive income	$ 3,009	$ 5,400

XML

Consolidated Condensed Balance Sheets - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Current assets:
Cash and cash equivalents	$ 5,192	$ 5,865
Short-term investments	2,417	2,292
Trading assets	14,788	15,738
Accounts receivable	7,208	6,782
Inventories	8,487	8,427
Assets Held-for-sale	5,557	5,400
Other current assets	2,124	2,745
Total current assets	45,773	47,249
Property, plant and equipment, net of accumulated depreciation of $79,778 ($77,645 as of December 26, 2020)	57,330	56,584
Equity Investments	5,404	5,152
Other long-term investments	1,409	2,192
Goodwill	26,971	26,971
Identified intangible assets, net	8,408	9,026
Other long-term assets	5,327	5,917
Total assets	150,622	153,091
Current liabilities:
Short-term debt	2,647	2,504
Accounts payable	5,434	5,581
Accrued compensation and benefits	2,757	3,999
Other accrued liabilities	13,313	12,670
Total current liabilities	24,151	24,754
Debt	33,237	33,897
Contract Liabilities	90	1,367
Income taxes payable, non-current	4,605	4,578
Deferred income taxes	3,410	3,843
Other long-term liabilities	5,322	3,614
Contingencies (Note 13)
Stockholders’ equity:
Common stock and capital in excess of par value, 4,038 issued and outstanding (4,062 issued and outstanding as of December 26, 2020)	26,272	25,556
Accumulated other comprehensive income (loss)	(1,103)	(751)
Retained earnings	54,638	56,233
Total stockholders’ equity	79,807	81,038
Total liabilities and stockholders’ equity	$ 150,622	$ 153,091

XML

Consolidated Condensed Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Assets
Accumulated depreciation	$ 79,778	$ 77,645
Stockholders’ equity:
Common stock, shares issued	4,038	4,062
Common stock, shares outstanding	4,038	4,062

XML

Consolidated Condensed Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Statement of Cash Flows [Abstract]
Cash and cash equivalents, beginning of period	$ 5,865	$ 4,194
Cash flows provided by (used for) operating activities:
Net income	3,361	5,661
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	2,454	2,623
Share-based compensation	425	449
Restructuring and other charges	2,209	162
Amortization of intangibles	448	427
(Gains) losses on equity investments, net	(299)	134
Changes in assets and liabilities:
Accounts receivable	(426)	(796)
Inventories	180	(548)
Accounts payable	303	117
Accrued compensation and benefits	(1,283)	(1,605)
Prepaid supply agreements	(1,566)	(87)
Income taxes	383	753
Other assets and liabilities	(641)	(1,132)
Total adjustments	2,187	497
Net cash provided by operating activities	5,548	6,158
Cash flows provided by (used for) investing activities:
Additions to property, plant and equipment	(3,972)	(3,268)
Additions to held for sale NAND property, plant, and equipment	416	0
Purchases of available-for-sale debt investments	(593)	(513)
Maturities and sales of available-for-sale debt investments	1,232	625
Purchases of trading assets	(5,981)	(3,897)
Maturities and sales of trading assets	6,777	3,660
Other investing	406	(343)
Net cash used for investing activities	(2,547)	(3,736)
Cash flows provided by (used for) financing activities:
Issuance of long-term debt, net of issuance costs	0	10,247
Repayment of debt and debt conversion	0	(1,075)
Proceeds from sales of common stock through employee equity incentive plans	565	503
Repurchase of common stock	(2,301)	(4,229)
Payment of dividends to stockholders	(1,411)	(1,408)
Other financing	(527)	726
Net cash provided by (used for) financing activities	(3,674)	4,764
Net increase (decrease) in cash and cash equivalents	(673)	7,186
Cash and cash equivalents, end of period	5,192	11,380
Supplemental disclosures of noncash investing activities and cash flow information:
Acquisition of property, plant, and equipment included in accounts payable and accrued liabilities	(2,472)	(2,294)
Interest, net of capitalized interest	161	67
Income taxes, net of refunds	$ 172	$ 211

XML

Consolidated Condensed Statements of Stockholders' Equity Statement - USD ($) shares in Millions, $ in Millions	Total	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock and Capital in Excess of Par Value	Common Stock and Capital in Excess of Par Value Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Cumulative Effect, Period of Adoption, Adjusted Balance	Retained Earnings1	Retained Earnings1 Cumulative Effect, Period of Adoption, Adjusted Balance	[1]
Total stockholders' equity, beginning at Dec. 28, 2019	$ 77,504		$ 25,261		$ (1,280)		$ 53,523
Common stock, shares outstanding, beginning (in shares) at Dec. 28, 2019			4,290
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	5,661						5,661
Other comprehensive income (loss)	(261)				(261)
Employee equity incentive plans and other	620		$ 620
Employee equity incentive plans (in shares)			17
Share-based compensation	449		$ 449
Temporary equity reduction	155		155
Convertible debt	(750)		(750)
Repurchase of common stock	(4,109)		$ (420)				(3,689)
Repurchase of common stock (in shares)			(71)
Restricted stock unit withholdings	(96)		$ (64)				(32)
Restricted stock unit withholdings (in shares)			(2)
Cash dividends declared	(2,819)						(2,819)
Total stockholders' equity, ending at Mar. 28, 2020	76,354		$ 25,251		(1,541)		52,644
Common stock, shares outstanding, ending (in shares) at Mar. 28, 2020			4,234
Total stockholders' equity, beginning at Dec. 26, 2020	$ 81,038	$ 81,073		$ 25,556		$ (751)		$ 56,268
Common stock, shares outstanding, beginning (in shares) at Dec. 26, 2020	4,062			4,062
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	$ 3,361						3,361
Other comprehensive income (loss)	(352)				(352)
Employee equity incentive plans and other	565		$ 565
Employee equity incentive plans (in shares)			17
Share-based compensation	425		$ 425
Temporary equity reduction	0		0
Convertible debt	0		0
Repurchase of common stock	(2,415)		$ (249)				(2,166)
Repurchase of common stock (in shares)			(40)
Restricted stock unit withholdings	(29)		$ (25)				(4)
Restricted stock unit withholdings (in shares)			(1)
Cash dividends declared	(2,821)						(2,821)
Total stockholders' equity, ending at Mar. 27, 2021	$ 79,807		$ 26,272		$ (1,103)		$ 54,638
Common stock, shares outstanding, ending (in shares) at Mar. 27, 2021	4,038		4,038

[1] The retained earnings balance as of December 26, 2020 includes an opening balance adjustment made as a result of the adoption of a new accounting standard in 2021.

XML

Consolidated Condensed Statements of Stockholders' Equity Statements of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Retained Earnings1
Common Stock, Dividends, Per Share, Declared	$ 0.695	$ 0.66

XML

Basis of Presentation

3 Months Ended

Mar. 27, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation [Text Block]

Note 1 : Basis of Presentation

We prepared our interim Consolidated Condensed Financial Statements that accompany these notes in conformity with U.S. GAAP, consistent in all material respects with those applied in our 2020 Form 10-K.

We have made estimates and judgments affecting the amounts reported in our Consolidated Condensed Financial Statements and the accompanying notes. The actual results that we experience may differ materially from our estimates. The interim financial information is unaudited, and reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This report should be read in conjunction with the Consolidated Financial Statements in our 2020 Form 10-K where we include additional information about our policies and the methods and assumptions used in our estimates.

XML

Operating Segments

3 Months Ended

Mar. 27, 2021

Segment Reporting [Abstract]

Operating Segments [Text Block]

Note 2 : Operating Segments

We manage our business through the following operating segments:

▪DCG

▪IOTG

▪Mobileye

▪NSG

▪PSG

▪CCG

We derive a substantial majority of our revenue from platform products, which are our principal products and considered as one product class. We offer platform products that incorporate various components and technologies, including a microprocessor and chipset, a stand-alone SoC, or a multichip package. Platform products are used in various form factors across our DCG, IOTG, and CCG operating segments. Our non-platform, or adjacent products, can be combined with platform products to form comprehensive platform solutions to meet customer needs.

DCG and CCG are our reportable operating segments. IOTG, Mobileye, NSG, and PSG do not meet the quantitative thresholds to qualify as reportable operating segments; however, we have elected to disclose the results of these non-reportable operating segments. Our Internet of Things portfolio, presented as Internet of Things, is comprised of IOTG and Mobileye operating segments. In 2021, our DCG operating segment includes the results of our Intel® OptaneTM memory business, and our NSG operating segment is composed of our NAND memory business. Refer to "Note 8: Acquisitions and Divestitures" within Notes to Consolidated Condensed Financial Statements for further information on the pending divestiture of our NAND memory business.

We have an “all other” category that includes revenue, expenses, and charges such as:

▪results of operations from non-reportable segments not otherwise presented;

▪historical results of operations from divested businesses;

▪results of operations of start-up businesses that support our initiatives, including our foundry business;

▪amounts included within restructuring and other charges;

▪a portion of employee benefits, compensation, and other expenses not allocated to the operating segments; and

▪acquisition-related costs, including amortization and any impairment of acquisition-related intangibles and goodwill.

The CODM, who is our CEO, does not evaluate operating segments using discrete asset information. Operating segments do not record inter-segment revenue. We do not allocate gains and losses from equity investments, interest and other income, or taxes to operating segments. Although the CODM uses operating income to evaluate the segments, operating costs included in one segment may benefit other segments. The accounting policies for segment reporting are the same as for Intel as a whole.

Net revenue and operating income (loss) for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net revenue:
Data Center Group
Platform	$	4,811	$	6,427
Adjacent	753		566
	5,564		6,993
Internet of Things
IOTG	914		883
Mobileye	377		254
	1,291		1,137
Non-Volatile Memory Solutions Group	1,107		1,338
Programmable Solutions Group	486		519
Client Computing Group
Platform	9,617		8,712
Adjacent	988		1,063
	10,605		9,775
All other	620		66
Total net revenue	$	19,673	$	19,828
Operating income (loss):
Data Center Group	$	1,273	$	3,492
Internet of Things
IOTG	212		243
Mobileye	147		88
	359		331
Non-Volatile Memory Solutions Group	171		(66)
Programmable Solutions Group	88		97
Client Computing Group	4,120		4,225
All other	(2,317)		(1,041)
Total operating income	$	3,694	$	7,038

Disaggregated net revenue for each period was as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Platform revenue
DCG platform	$	4,811	$	6,427
IOTG platform	840		795
CCG desktop platform	2,644		2,840
CCG notebook platform	6,959		5,857
CCG other platform1	14		15
	15,268		15,934
Adjacent revenue2	4,405		3,894
Total revenue	$	19,673	$	19,828

1    Includes our tablet and service provider revenue.

2    Includes all of our non-platform products for DCG, IOTG, and CCG such as modem, Ethernet, and silicon photonics, as well as Mobileye, NSG, and PSG products, as well as revenue included in our "all other" category.

XML

Earnings Per Share

3 Months Ended

Mar. 27, 2021

Earnings Per Share [Abstract]

Earnings Per Share

Note 3 : Earnings Per Share

We computed basic earnings per share of common stock based on the weighted average number of shares of common stock outstanding during the period. We computed diluted earnings per share of common stock based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the period.

	Three Months Ended
(In Millions, Except Per Share Amounts)	Mar 27, 2021		Mar 28, 2020
Net income available to common stockholders	$	3,361	$	5,661
Weighted average shares of common stock outstanding—basic	4,056		4,266
Dilutive effect of employee equity incentive plans	40		46
Weighted average shares of common stock outstanding—diluted	4,096		4,312
Earnings per share—basic	$	0.83	$	1.33
Earnings per share—diluted	$	0.82	$	1.31

Potentially dilutive shares of common stock from employee equity incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options, the assumed vesting of outstanding RSUs, and the assumed issuance of common stock under the stock purchase plan.

Securities which would have been anti-dilutive are insignificant and are excluded from the computation of diluted earnings per share in all periods presented.

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Contract Liabilities

3 Months Ended

Mar. 27, 2021

Revenue from Contract with Customer [Abstract]

Contract Liabilities

Note 4 : Contract Liabilities

Contract liabilities consist of prepayments received from customers on long-term prepaid supply agreements toward future product delivery and other revenue deferrals from regular ongoing business activity. Contract liabilities were $396 million as of March 27, 2021 ($1.9 billion as of December 26, 2020).

The following table shows the changes in contract liability balances relating to long-term prepaid supply agreements during the first three months of 2021:

(In Millions)
Prepaid supply agreements balance as of December 26, 2020	$	1,625
Concession payment	(950)
Prepaids utilized	(616)
Prepaid supply agreements balance as of March 27, 2021	$	59

During the first quarter of 2021, we settled an agreement with our largest prepaid customer whose prepayment balance made up $1.6 billion of our contract liability balance as of December 26, 2020. We returned $950 million to the customer and recognized $584 million in revenue during the quarter for having completed performance of the prepaid supply agreement. The prepaid supply agreement is excluded from the NAND memory business and is recorded as Corporate revenue in the "all other" category presented in "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements.

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Other Financial Statement Details

3 Months Ended

Mar. 27, 2021

Other Financial Statement Details [Abstract]

Other Financial Statement Details

Note 5 : Other Financial Statement Details

Inventories

(In Millions)	Mar 27, 2021		Dec 26, 2020
Raw materials	$	926	$	908
Work in process	5,758		5,693
Finished goods	1,803		1,826
Total inventories	$	8,487	$	8,427

Interest and Other, Net

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Interest income	$	37	$	93
Interest expense	(190)		(135)
Other, net	(3)		(271)
Total interest and other, net	$	(156)	$	(313)

Interest expense in the preceding table is net of $97 million of interest capitalized in the first three months of 2021 ($83 million in the first three months of 2020).

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Restructuring and Other Charges

3 Months Ended

Mar. 27, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges

Note 6 : Restructuring and Other Charges

A restructuring program, which is ongoing, was approved in the first quarter of 2020 to further align our workforce with our continuing investments in the business and to execute the planned divestiture of Home Gateway Platform, a division of CCG. These actions are expected to be substantially completed in 2021.

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Employee severance and benefit arrangements	$	6	$	105
Litigation charges and other	2,203		57
Total restructuring and other charges	$	2,209	$	162

Litigation charges and other includes a charge of $2.2 billion in the first three months of 2021 related to the VLSI litigation, which is recorded as a Corporate charge in the "all other" category presented in "Note 2: Operating Segments" within Notes to Consolidated Condensed Financial Statements. Refer to "Note 13: Contingencies" within Notes to Consolidated Condensed Financial Statements for further information on legal proceedings related to the VLSI litigation

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Investments

3 Months Ended

Mar. 27, 2021

Investments and Cash [Abstract]

Investments [Text Block]

Note 7 : Investments

Debt Investments

Trading Assets

Net losses recorded for trading assets still held at the reporting date were $372 million in the first three months of 2021 ($231 million of net losses in the first three months of 2020). Net gains on the related derivatives were $366 million in the first three months of 2021 ($100 million of net gains in the first three months of 2020).

Available-for-Sale Debt Investments

Available-for-sale investments include corporate debt, government debt, and financial institution instruments. Government debt includes instruments such as non-U.S. government bonds and U.S. agency securities. Financial institution instruments include instruments issued or managed by financial institutions in various forms, such as commercial paper, fixed- and floating-rate bonds, money market fund deposits, and time deposits. As of March 27, 2021 and December 26, 2020, substantially all time deposits were issued by institutions outside the U.S. The adjusted cost of our available-for-sale investments was $7.0 billion as of March 27, 2021 and $7.8 billion as of December 26, 2020. The adjusted cost of our available-for-sale investments approximated the fair value for these periods.

The fair value of available-for-sale debt investments, by contractual maturity, as of March 27, 2021, was as follows:

(In Millions)	Fair Value
Due in 1 year or less	$	3,596
Due in 1–2 years	341
Due in 2–5 years	1,068
Due after 5 years	—
Instruments not due at a single maturity date	2,130
Total	$	7,135

Equity Investments

(In Millions)	Mar 27, 2021		Dec 26, 2020
Marketable equity securities	$	1,523	$	1,830
Non-marketable equity securities	3,864		3,304
Equity method investments	17		18
Total	$	5,404	$	5,152

The components of gains (losses) on equity investments, net for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Ongoing mark-to-market adjustments on marketable equity securities	$	(291)	$	(103)
Observable price adjustments on non-marketable equity securities	551		79
Impairment charges	(38)		(143)
Sale of equity investments and other¹	146		56
Total gains (losses) on equity investments, net	$	368	$	(111)

1 Sale of equity investments and other includes realized gains (losses) on sales of non-marketable equity investments, our share of equity method investees' gains (losses) and distributions, and initial fair value adjustments recorded upon a security becoming marketable.

Gains and losses for our marketable and non-marketable equity securities for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net gains (losses) recognized during the period on equity securities	$	311	$	(140)
Less: Net (gains) losses recognized during the period on equity securities sold during the period	(85)		(7)
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	226	$	(147)

Beijing Unisoc Technology Ltd.

We account for our interest in Beijing Unisoc Technology Ltd. (Unisoc) as a non-marketable equity security. During the first three months of 2021, we recognized $471 million in observable price adjustments in our investment in Unisoc and as of March 27, 2021 the net book value of the investment is $1.1 billion ($658 million as of December 26, 2020).

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Acquisitions and Divestitures

3 Months Ended

Mar. 27, 2021

Business Combinations [Abstract]

Acquisitions and Divestitures [Text Block]

Note 8 : Acquisitions and Divestitures

Divestitures

NAND Memory Business

On October 19, 2020, we signed an agreement with SK hynix Inc. (SK hynix) to divest our NAND memory business, including our NAND memory fabrication facility in Dalian, China and certain related equipment and tangible assets (the Fab Assets), our NAND SSD business (the NAND SSD Business), and our NAND memory technology and manufacturing business (the NAND OpCo Business). Our Intel Optane memory business is expressly excluded from the transaction. The transaction will occur over two closings for total consideration of $9.0 billion in cash, of which $7.0 billion will be received upon initial closing, not to occur prior to November 1, 2021, and the remaining $2.0 billion will be received no earlier than March 2025. The consummations of the first closing and the second closing are subject to customary conditions, including the receipt of certain governmental approvals.

At the first closing, Intel will sell to SK hynix the Fab Assets and the NAND SSD Business, and SK hynix will assume from Intel certain liabilities related to the Fab Assets and the NAND SSD Business. In connection with the first closing, we and certain affiliates of SK hynix will also enter into a NAND wafer manufacturing and sale agreement pursuant to which we will manufacture and sell to SK hynix NAND memory wafers to be manufactured using the Fab Assets in Dalian, China, until the second closing.

We will transfer certain employees, IP, and other assets related to the NAND OpCo Business to separately created, wholly owned subsidiaries of Intel at the first closing. The equity interest of these wholly owned subsidiaries will transfer to SK hynix at the second closing. We have concluded based on the terms of the transaction agreements that the subsidiaries will be variable interest entities for which we are not the primary beneficiary, and accordingly will deconsolidate at the first closing.

The carrying amounts of the major classes of NAND assets held for sale included the following:

(In Millions)	Mar 27, 2021		Dec 26, 2020
Inventories	$	723	$	962
Property, plant and equipment, net	4,759		4,363
Total assets held for sale	$	5,482	$	5,325

We ceased recording depreciation on property, plant and equipment as of the date the assets triggered held for sale accounting. Total capital purchases of approximately $1.8 billion expected in 2021 prior to the first closing will be classified as assets held for sale in the Consolidated Condensed Balance Sheets and within additions to held for sale NAND property, plant and equipment on the Consolidated Condensed Statements of Cash Flows.

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Borrowings

3 Months Ended

Mar. 27, 2021

Debt Disclosure [Abstract]

Borrowings

Note 9 : Borrowings

In March 2021, we entered into a $5.0 billion variable-rate revolving credit facility which, if drawn, is expected to be used for general corporate purposes. The revolving credit facility matures in March 2026 and had no borrowings outstanding as of March 27, 2021.

We have an ongoing authorization from our Board of Directors to borrow up to $10.0 billion under our commercial paper program.

Our senior floating rate notes pay interest quarterly and our senior fixed rate notes pay interest semiannually. We may redeem the fixed rate notes prior to their maturity at our option at specified redemption prices and subject to certain restrictions. The obligations under our notes rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and effectively rank junior to all liabilities of our subsidiaries.

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Fair Value

3 Months Ended

Mar. 27, 2021

Fair Value Disclosures [Abstract]

Fair Value [Text Block]

Note 10 : Fair Value

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

	Mar 27, 2021								Dec 26, 2020
	Fair Value Measured and Recorded at Reporting Date Using								Fair Value Measured and Recorded at Reporting Date Using
(In Millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Corporate debt	$	—	$	297	$	—	$	297	$	—	$	50	$	—	$	50
Financial institution instruments¹	2,130		849		—		2,979		2,781		636		—		3,417
Government debt²	—		33		—		33		—		—		—		—
Reverse repurchase agreements	—		1,350		—		1,350		—		1,900		—		1,900
Short-term investments:
Corporate debt	—		851		—		851		—		428		—		428
Financial institution instruments¹	—		878		—		878		—		1,179		—		1,179
Government debt²	—		688		—		688		—		685		—		685
Trading assets:
Corporate debt	—		4,176		—		4,176		—		3,815		—		3,815
Financial institution instruments¹	110		2,851		—		2,961		131		2,847		—		2,978
Government debt²	—		7,651		—		7,651		—		8,945		—		8,945
Other current assets:
Derivative assets	33		410		—		443		48		644		—		692
Loans receivable³	—		214		—		214		—		439		—		439
Marketable equity securities	139		1,384		—		1,523		136		1,694		—		1,830
Other long-term investments:
Corporate debt	—		1,025		—		1,025		—		1,520		—		1,520
Financial institution instruments¹	—		230		—		230		—		257		—		257
Government debt²	—		154		—		154		—		415		—		415
Other long-term assets:
Derivative assets	—		1,004		14		1,018		—		1,520		30		1,550
Loans receivable³	—		—		—		—		—		157		—		157
Total assets measured and recorded at fair value	$	2,412	$	24,045	$	14	$	26,471	$	3,096	$	27,131	$	30	$	30,257
Liabilities
Other accrued liabilities:
Derivative liabilities	$	6	$	603	$	—	$	609	$	—	$	810	$	—	$	810
Other long-term liabilities:
Derivative liabilities	—		9		—		9		—		5		—		5
Total liabilities measured and recorded at fair value	$	6	$	612	$	—	$	618	$	—	$	815	$	—	$	815

1Level 1 investments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions.

2Level 2 investments consist primarily of U.S. agency notes and non-U.S. government debt.

3The fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

Our non-marketable equity securities, equity method investments, and certain non-financial assets, such as intangible assets and property, plant and equipment, are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. If an observable price adjustment or impairment is recognized on our non-marketable equity securities during the period, we classify these assets as Level 3.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Financial instruments not recorded at fair value on a recurring basis include non-marketable equity securities and equity method investments that have not been remeasured or impaired in the current period, grants receivable, and issued debt.

We classify the fair value of grants receivable as Level 2. The estimated fair value of these financial instruments approximates their carrying value. The aggregate carrying value of grants receivable as of March 27, 2021 was $144 million (the aggregate carrying value of grants receivable as of December 26, 2020 was $139 million).

We classify the fair value of issued debt (excluding commercial paper and drafts payable) as Level 2. The fair value of these instruments was $38.5 billion as of March 27, 2021 ($40.9 billion as of December 26, 2020).

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Other Comprehensive Income (Loss)

3 Months Ended

Mar. 27, 2021

Equity [Abstract]

Other Comprehensive Income (Loss) [Text Block]

Note 11 : Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the first three months of 2021 were as follows:

(In Millions)	Unrealized Holding Gains (Losses) on Derivatives		Actuarial Valuation and Other Pension Expenses		Translation Adjustments and Other		Total
Balance as of December 26, 2020	$	731	$	(1,565)	$	83	$	(751)
Other comprehensive income (loss) before reclassifications	(334)		5		(19)		(348)
Amounts reclassified out of accumulated other comprehensive income (loss)	(95)		16		—		(79)
Tax effects	79		(8)		4		75
Other comprehensive income (loss)	(350)		13		(15)		(352)
Balance as of March 27, 2021	$	381	$	(1,552)	$	68	$	(1,103)

We estimate that we will reclassify approximately $127 million (before taxes) of net derivative gains included in accumulated other comprehensive income (loss) into earnings within the next 12 months.

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Derivative Financial Instruments

3 Months Ended

Mar. 27, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments [Text Block]

Note 12 : Derivative Financial Instruments

Volume of Derivative Activity

Total gross notional amounts for outstanding derivatives at the end of each period were as follows: 

(In Millions)	Mar 27, 2021		Dec 26, 2020
Foreign currency contracts	$	31,349	$	31,209
Interest rate contracts	14,556		14,461
Other	2,139		2,026
Total	$	48,044	$	47,696

Fair Value of Derivative Instruments

	Mar 27, 2021				Dec 26, 2020
(In Millions)	Assets1		Liabilities2		Assets1		Liabilities2
Derivatives designated as hedging instruments:
Foreign currency contracts3	$	215	$	110	$	551	$	2
Interest rate contracts	986		—		1,498		—
Total derivatives designated as hedging instruments	1,201		110		2,049		2
Derivatives not designated as hedging instruments:
Foreign currency contracts3	221		404		142		685
Interest rate contracts	6		98		3		128
Equity contracts	33		6		48		—
Total derivatives not designated as hedging instruments	260		508		193		813
Total derivatives	$	1,461	$	618	$	2,242	$	815

1Derivative assets are recorded as other assets, current and non-current.

2Derivative liabilities are recorded as other liabilities, current and non-current.

3The majority of these instruments mature within 12 months.

Amounts Offset in the Consolidated Condensed Balance Sheets

The gross amounts of our derivative instruments and reverse repurchase agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows:

	Mar 27, 2021
							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	$	1,455			$	1,455	$	(404)	$	(1,036)	$	15
Reverse repurchase agreements	1,350		—		1,350		—		(1,350)		—
Total assets	2,805		—		2,805		(404)		(2,386)		15
Liabilities:
Derivative liabilities subject to master      netting arrangements	516		—		516		(404)		(112)		—
Total liabilities	$	516	$	—	$	516	$	(404)	$	(112)	$	—

	Dec 26, 2020
							Gross Amounts Not Offset in the Balance Sheet
(In Millions)	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments		Cash and Non-Cash Collateral Received or Pledged		Net Amount
Assets:
Derivative assets subject to master      netting arrangements	$	2,235	$	—	$	2,235	$	(264)	$	(1,904)	$	67
Reverse repurchase agreements	1,900		—		1,900		—		(1,900)		—
Total assets	4,135		—		4,135		(264)		(3,804)		67
Liabilities:
Derivative liabilities subject to master      netting arrangements	711		—		711		(264)		(447)		—
Total liabilities	$	711	$	—	$	711	$	(264)	$	(447)	$	—

We obtain and secure available collateral from counterparties against obligations, including securities lending transactions and reverse repurchase agreements, when we deem it appropriate.

Derivatives in Cash Flow Hedging Relationships

The before-tax net gains or losses attributed to cash flow hedges, recognized in other comprehensive income (loss), were $334 million net losses in the first three months of 2021 ($373 million net losses in the first three months of 2020). Substantially all of our cash flow hedges were foreign currency contracts for all periods presented.

During the first three months of 2021 and 2020, the amounts excluded from effectiveness testing were insignificant.

Derivatives in Fair Value Hedging Relationships

The effects of derivative instruments designated as fair value hedges, recognized in interest and other, net for each period were as follows:

	Gains (Losses) Recognized in Consolidated Condensed Statements of Income on Derivatives
(In Millions)	Mar 27, 2021		Mar 28, 2020
Interest rate contracts	$	(512)	$	954
Hedged items	512		(954)
Total	$	—	$	—

The amounts recorded on the Consolidated Condensed Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:

Line Item in the Consolidated Condensed Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Item Asset/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities)
(In Millions)	Mar 27, 2021		Dec 26, 2020		Mar 27, 2021		Dec 26, 2020
Long-term debt	$	(12,983)	$	(13,495)	$	(986)	$	(1,498)

The total notional amount of pay-variable and receive-fixed interest rate swaps was $12.0 billion as of March 27, 2021 and as of December 26, 2020.

Derivatives Not Designated as Hedging Instruments

The effects of derivative instruments not designated as hedging instruments on the Consolidated Condensed Statements of Income for each period were as follows:

		Three Months Ended
(In Millions)	Location of Gains (Losses) Recognized in Income on Derivatives	Mar 27, 2021		Mar 28, 2020
Foreign currency contracts	Interest and other, net	$	234	$	154
Interest rate contracts	Interest and other, net	23		(77)
Other	Various	55		(268)
Total		$	312	$	(191)

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Contingencies

3 Months Ended

Mar. 27, 2021

Commitments and Contingencies Disclosure [Abstract]

Contingencies [Text Block]

Note 13 : Contingencies

Legal Proceedings

We are a party to various legal proceedings, including those noted in this section. In the first quarter of 2021, we accrued a charge of $2.2 billion related to litigation involving VLSI, described below. Excluding this charge, management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends; however, legal proceedings and related government investigations are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could include substantial monetary damages. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices, or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, and overall trends. We might also conclude that settling one or more such matters is in the best interests of our stockholders, employees, and customers, and any such settlement could include substantial payments. Except as specifically described below, we have not concluded that settlement of any of the legal proceedings noted in this section is appropriate at this time.

European Commission Competition Matter

In 2001, the EC commenced an investigation regarding claims by Advanced Micro Devices, Inc. (AMD) that we used unfair business practices to persuade customers to buy our microprocessors. We received numerous requests for information and documents from the EC and we responded to each of those requests. The EC issued a Statement of Objections in July 2007 and held a hearing on that Statement in March 2008. The EC issued a Supplemental Statement of Objections in July 2008. In May 2009, the EC issued a decision finding that we had violated Article 82 of the EC Treaty and Article 54 of the European Economic Area Agreement. In general, the EC found that we violated Article 82 (later renumbered as Article 102 by a new treaty) by offering alleged "conditional rebates and payments" that required our customers to purchase all or most of their x86 microprocessors from us. The EC also found that we violated Article 82 by making alleged "payments to prevent sales of specific rival products." The EC imposed a fine in the amount of €1.1 billion ($1.4 billion as of May 2009), which we subsequently paid during the third quarter of 2009, and ordered us to "immediately bring to an end the infringement referred to in" the EC decision.

The EC decision contained no specific direction on whether or how we should modify our business practices. Instead, the decision stated that we should "cease and desist" from further conduct that, in the EC's opinion, would violate applicable law. We took steps, which are subject to the EC's ongoing review, to comply with that decision pending appeal. We had discussions with the EC to better understand the decision and to explain changes to our business practices.

We appealed the EC decision to the Court of First Instance (which has been renamed the General Court) in July 2009. The hearing of our appeal took place in July 2012. In June 2014, the General Court rejected our appeal in its entirety. In August 2014, we filed an appeal with the European Court of Justice. In November 2014, Intervener Association for Competitive Technologies filed comments in support of Intel’s grounds of appeal. The EC and interveners filed briefs in November 2014, we filed a reply in February 2015, and the EC filed a rejoinder in April 2015. The Court of Justice held oral argument in June 2016. In October 2016, Advocate General Wahl, an advisor to the Court of Justice, issued a non-binding advisory opinion that favored Intel on a number of grounds. The Court of Justice issued its decision in September 2017, setting aside the judgment of the General Court and sending the case back to the General Court to examine whether the rebates at issue were capable of restricting competition. The General Court has appointed a panel of five judges to consider our appeal of the EC’s 2009 decision in light of the Court of Justice’s clarifications of the law. In November 2017, the parties filed initial “Observations” about the Court of Justice’s decision and the appeal and were invited by the General Court to offer supplemental comments to each other’s “Observations,” which the parties submitted in March 2018. Responses to other questions posed by the General Court were filed in May and June 2018. The General Court heard oral argument in March 2020. Pending the final decision in this matter, the fine paid by Intel has been placed by the EC in commercial bank accounts where it accrues interest.

Litigation Related to Security Vulnerabilities

In June 2017, a Google research team notified us and other companies that it had identified security vulnerabilities (now commonly referred to as “Spectre” and “Meltdown”) that affect many types of microprocessors, including our products. As is standard when findings like these are presented, we worked together with other companies in the industry to verify the research and develop and validate software and firmware updates for impacted technologies. On January 3, 2018, information on the security vulnerabilities was publicly reported, before software and firmware updates to address the vulnerabilities were made widely available.

Numerous lawsuits have been filed against Intel and, in certain cases, our current and former executives and directors, in U.S. federal and state courts and in certain courts in other countries relating to the Spectre and Meltdown security vulnerabilities, as well as other variants of these vulnerabilities that have since been identified.

As of April 21, 2021, consumer class action lawsuits relating to the above class of security vulnerabilities publicly disclosed since 2018 were pending in the United States, Canada, and Israel. The plaintiffs, who purport to represent various classes of purchasers of our products, generally claim to have been harmed by Intel's actions and/or omissions in connection with the security vulnerabilities and assert a variety of common law and statutory claims seeking monetary damages and equitable relief. In the United States, numerous individual class action suits filed in various jurisdictions were consolidated in April 2018 for all pretrial proceedings in the U.S. District Court for the District of Oregon. In March 2020, the court granted Intel's motion to dismiss the complaint in that consolidated action but granted plaintiffs leave to amend. In March 2021, the court granted Intel’s motion to dismiss that amended complaint, but granted plaintiffs leave to further amend in part. In Canada, in one case pending in the Superior Court of Justice of Ontario, an initial status conference has not yet been scheduled. In a second case pending in the Superior Court of Justice of Quebec, a stay of the case is in effect until July 2021. In Israel, two consumer class action lawsuits were filed in the District Court of Haifa. In the first case, the District Court denied the parties' joint motion to stay filed in January 2019, but to date has deferred Intel's deadline to respond to the complaint. Intel filed a motion to stay the second case pending resolution of the consolidated proceeding in the United States, and a hearing on that motion has been scheduled for October 2021. Additional lawsuits and claims may be asserted seeking monetary damages or other related relief. We dispute the pending claims described above and intend to defend those lawsuits vigorously. Given the procedural posture and the nature of those cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from those matters.

In addition to these lawsuits, Intel stockholders filed multiple shareholder derivative lawsuits since January 2018 against certain current and former members of our Board of Directors and certain current and former officers, alleging that the defendants breached their duties to Intel in connection with the disclosure of the security vulnerabilities and the failure to take action in relation to alleged insider trading. The complaints sought to recover damages from the defendants on behalf of Intel. Some of the derivative actions were filed in the U.S. District Court for the Northern District of California and were consolidated, and the others were filed in the Superior Court of the State of California in San Mateo County and were consolidated. The federal court granted defendants' motion to dismiss in August 2018 on the ground that plaintiffs failed to plead facts sufficient to show they were excused from making a pre-lawsuit demand on the Board. The federal court granted plaintiffs leave to amend their complaint, but subsequently dismissed the cases in January 2019 at plaintiffs' request. The California Superior Court entered judgment in defendants' favor in August 2020 after granting defendants' motions to dismiss plaintiffs' consolidated complaint and three successive amended complaints, all for failure to plead facts sufficient to show plaintiffs were excused from making pre-lawsuit demand on the Board. Plaintiffs filed a notice of appeal of the California court's judgment in October 2020.

In January 2021, another Intel stockholder filed a derivative lawsuit in the Superior Court in San Mateo County against certain current and former officers and members of our Board of Directors. The lawsuit asserts claims similar to those dismissed in August 2020, except that it alleges that the stockholder made a pre-lawsuit demand on our Board of Directors and that the demand was wrongfully refused. Defendants moved to dismiss or stay the action in March 2021, because Intel’s bylaws require such claims to be brought in Delaware.

Institute of Microelectronics, Chinese Academy of Sciences v. Intel China, Ltd., et al.

In February 2018, the Institute of Microelectronics of the Chinese Academy of Sciences (IMECAS) sued Intel China, Ltd., Dell China, Ltd. (Dell), and Beijing JingDong Century Information Technology, Ltd. (JD) for patent infringement in the Beijing High Court. IMECAS alleges that Intel’s Core series processors infringe Chinese patent CN 102956457 (’457 Patent). The complaint demands an injunction and damages of at least RMB 200,000,000 plus the cost of litigation. A trial date is not yet set. In March 2018, Dell tendered indemnity to Intel, which Intel granted in April 2018. JD also tendered indemnity to Intel, which Intel granted in October 2018. In March 2018, Intel filed an invalidation request on the ‘457 patent with the Chinese Patent Review Board (PRB). The PRB held an oral hearing in September 2018 and in February 2019 upheld the validity of the challenged claims. Intel filed a complaint in April 2019 with the Beijing Intellectual Property Court challenging the February 2019 PRB ruling. In January 2020, Intel filed a second invalidation request on the ‘457 patent with the PRB, for which the PRB heard oral argument in July 2020 and in November 2020 held the challenged apparatus claims invalid. IMECAS filed a complaint in February 2021 with the Beijing Intellectual Property Court challenging the November 2020 PRB ruling. In December 2020, Intel filed a third invalidation request on the ’457 patent with the PRB.  A hearing on Intel’s third PRB invalidation request on the ’457 patent is scheduled for May 2021. In September 2018 and March 2019, Intel filed petitions with the U. S. Patent & Trademark Office (USPTO) requesting institution of inter partes review (IPR) of U.S. Patent No. 9,070,719, the U.S. counterpart to the ‘457 patent. The USPTO denied institution of Intel’s petitions in March and October 2019, respectively. In April 2019, Intel filed a request for rehearing and a petition for a Precedential Opinion Panel (POP) in the USPTO to challenge the denial of its first IPR petition, and in November 2019 Intel filed a request for rehearing on the second IPR petition. In January 2020, the USPTO denied the POP petition on the first IPR petition. In June 2020, the Patent Trial and Appeal Board denied Intel's rehearing requests on both petitions.

In October 2019, IMECAS filed second and third lawsuits, in the Beijing IP Court, alleging infringement of Chinese Patent No. CN 102386226 (‘226 Patent) based on the manufacturing and sale of Intel’s Core i3 microprocessors. Defendants in the second case are Lenovo (Beijing) Co., Ltd. (Lenovo) and Beijing Jiayun Huitong Technology Development Co. Ltd. (BJHT). Defendants in the third case are Intel Corp., Intel China Co., Ltd., the Intel China Beijing Branch, Beijing Digital China Co., Ltd. (Digital China), and JD. Both complaints demand injunctions plus litigation costs and reserve the right to claim damages in unspecified amounts. No proceedings have occurred or are yet scheduled in these lawsuits. In December 2019, Lenovo tendered indemnity to Intel, which Intel granted in March 2020. In July 2020, Intel filed two invalidation requests on the '226 patent with the Chinese PRB. The PRB heard oral argument in December 2020, during which IMECAS proposed amendments to two claims. The PRB ruled in April 2021 on both invalidation requests, finding the two amended claims as well as the unamended claims not invalid. Given the procedural posture and the nature of these cases, the unspecified nature and extent of damages claimed by IMECAS, and uncertainty regarding the availability of injunctive relief under applicable law, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, arising from these matters. We dispute IMECAS’s claims and intend to vigorously defend against them.

VLSI Technology LLC v. Intel

In October 2017, VLSI filed a complaint against Intel in the U.S. District Court for the Northern District of California alleging infringement of eight patents acquired from NXP Semiconductors, N.V. (NXP). The patents, which originated at Freescale Semiconductor, Inc. and NXP B.V., are U.S. Patent Nos. 7,268,588; 7,675,806; 7,706,207; 7,709,303; 8,004,922; 8,020,014; 8,268,672; and 8,566,836. VLSI accuses various FPGA and processor products of infringement. VLSI estimated its damages to be as high as $7.1 billion, and its complaint further sought enhanced damages, future royalties, attorneys’ fees, costs, and interest. In May, June, September, and October 2018, Intel filed IPR petitions challenging the patentability of certain claims in all eight of the patents in-suit. The PTAB instituted review of six patents and denied institution on two patents. As a result of the institution decisions, the parties stipulated to stay the District Court action in March 2019. In December 2019 and February 2020, the PTAB found all claims of the '588 and '303 patents, and some claims of the '922 patent, to be unpatentable. The PTAB found the challenged claims of the '014, '672, and '207 patents to be patentable. Intel moved for a continuation of the stay in March 2020 as it appealed certain rulings by the PTAB. In June 2020, the District Court issued an order continuing the stay through August 2021 and setting trial for December 2022. The Federal Circuit has thus far affirmed the PTAB’s decisions as to the ‘207 and ‘672 patents.

In June 2018, VLSI filed a second suit against Intel, in U.S. District Court for the District of Delaware, alleging infringement by various Intel processors of five additional patents acquired from NXP: U.S. Patent Nos. 6,212,663; 7,246,027; 7,247,552; 7,523,331; and 8,081,026. VLSI accused Intel of willful infringement and seeks an injunction or, in the alternative, ongoing royalties, enhanced damages, attorneys’ fees and costs, and interest. In March 2019, the District Court dismissed VLSI’s claims for willful infringement as to all the patents-in-suit except the ‘027 patent, and also dismissed VLSI’s allegations of indirect infringement as to the ‘633, ‘331, and ‘026 patents. In June 2019, Intel filed requests for inter partes review of the patentability of claims in all five patents-in-suit. In January 2020, the District Court vacated the November 2020 trial date based on agreement of the parties; no trial date is currently set. In January and February 2020, the PTAB instituted review of the '552, '633, '331, and '026 patents and as a result Intel moved for stay of the District Court proceedings. In May 2020, the District Court stayed the case as to the '026 and '552 patents but allowed the case to proceed on the '027 and '331 patents. In January 2021, the PTAB invalidated certain asserted claims of the ‘026 patent, and in February the PTAB invalidated all asserted claims of the ‘552 patent. Intel filed a notice of appeal regarding the PTAB’s decision as to the ‘026 patent in March 2021, and the case remains stayed as to that patent. For the '027 and '331 patents, VLSI is seeking damages of approximately $4.13 billion plus enhanced damages for the '027 patent. VLSI is no longer asserting claims from the '633 patent.

In March 2019, VLSI filed a third suit against Intel, also in U.S. District Court for the District of Delaware, alleging infringement of six more patents acquired from NXP: U.S. Patent Nos. 6,366,522; 6,663,187; 7,292,485; 7,606,983; 7,725,759; and 7,793,025. In April 2019, VLSI voluntarily dismissed this Delaware case without prejudice. In April 2019, VLSI filed three new infringement suits against Intel in the U.S. District Court for the Western District of Texas (WDTX) accusing various Intel processors of infringement. The three suits collectively assert the same six patents from the voluntarily dismissed Delaware case plus two additional patents acquired from NXP, U.S. Patent Nos. 7,523,373 and 8,156,357. VLSI accuses Intel of willful infringement and seeks an injunction or, in the alternative, ongoing royalties, enhanced damages, attorneys’ fees and costs, and interest. In the first Texas case, VLSI asserted the ‘373 and ‘759 patents (in December 2020 the Court granted Intel summary judgment of non-infringement on the ‘357 patent, which had also been asserted in the first Texas case). That case went to trial in February 2021, and the jury awarded a “lump sum” to VLSI of $1.5 billion for literal infringement of the ‘373 patent and $675 million for infringement under the doctrine of equivalents of the ‘759 patent. The jury found that Intel had not willfully infringed either patent. Intel plans to challenge the verdict in post-trial motions and on appeal. The second Texas case went to trial in April 2021, and the jury found that Intel does not infringe the ‘522 and ‘187 patents. The third case is scheduled for trial on June 7, 2021, and VLSI seeks over $1.9 billion for alleged infringement of the ‘983, ‘025 and ‘485 patents, plus enhanced damages for willful infringement. In October and November 2019, and in February 2020, Intel filed IPR petitions on certain asserted claims across six of the patents-in-suit in WDTX. Between May and October 2020, the PTAB denied all of these requests. Intel requested a rehearing and review from the POP as to all petitions. All requests for POP review were denied in October and December 2020, and all requests for rehearing were denied as to all petitions between December 2020 and February 2021. Intel filed notices of appeal regarding the discretionary denials for all petitions in February and March of 2021, and VLSI moved to dismiss those appeals in March 2021. The Federal Circuit has consolidated the 12 appeals into five separate sets. In each of the first three of the consolidated appeals, the Director of the USPTO has intervened in support of VLSI’s motions to dismiss, and the Director has indicated an intent to intervene in the remaining two. The Federal Circuit has not yet ruled on these issues.

In May 2019, VLSI filed a case in Shenzhen Intermediate People’s Court against Intel, Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserts Chinese Patent 201410094015.9 accusing certain Intel Core processors of infringement. VLSI requests an injunction as well as RMB 1.3 million in damages. Defendants filed an invalidation petition in October 2019 with the PRB, but no hearing date has been set. In May 2020, defendants filed a motion to stay the trial court proceedings pending a determination on invalidity. The court has not yet ruled on the motion to stay. The court held the first evidentiary hearing in November 2020.

In May 2019, VLSI filed a second case in Shanghai Intellectual Property Court against Intel (China) Co., Ltd., Intel Trading (Shanghai) Co., Ltd., and Intel Products (Chengdu) Co., Ltd. VLSI asserts Chinese Patent 201080024173.7. VLSI accuses certain Intel core processors and seeks an injunction. Defendants filed with the PRB an invalidation petition in October 2019. No hearing date has been set. In June 2020, defendants filed a motion to stay the trial court proceedings pending a determination on invalidity. The court held its first evidentiary hearing in September 2020. The court held a second evidentiary hearing in December 2020. The court stayed the case in December 2020 pending a determination on invalidity by the PRB.

In November 2019, Intel, along with Apple Inc., filed a complaint against Fortress Investment Group LLC, Fortress Credit Co. LLC, Uniloc 2017 LLC, Uniloc USA, Inc., Uniloc Luxembourg S.A.R.L., VLSI, INVT SPE LLC, Inventergy Global, Inc., DSS Technology Management, Inc., IXI IP, LLC, and Seven Networks, LLC. Plaintiffs allege violations of Section 1 of the Sherman Act by certain defendants, Section 7 of the Clayton Act by certain defendants, and California Business and Professions Code section 17200 by all defendants based on defendants' unlawful aggregation of patents. In February 2020, defendants moved to dismiss plaintiffs' complaint. In July 2020, the court granted defendants’ motion to dismiss with leave to amend. The court dismissed antitrust claims related to two DSS patents with prejudice. The plaintiffs filed an amended complaint in August 2020, and defendants moved to dismiss in September 2020. The court heard defendants' motion to dismiss the amended complaint in December 2020 and dismissed plaintiffs’ amended complaint in January 2021, with leave to further amend. In December 2020, the court granted a joint motion by Apple and Seven Networks to dismiss with prejudice Apple’s claims against Seven Networks. Plaintiffs filed a second amended complaint in March 2021.

In June 2020, affiliates controlled by Fortress Investment Group, which also controls VLSI, acquired Finjan Holdings, Inc. Intel had signed a “Settlement, Release and Patent License Agreement” with Finjan in 2012, acquiring a license to the patents of Finjan and its affiliates, current or future, through a capture period of November 20, 2022. The agreement also contains covenants wherein Finjan agrees to cause its affiliates to comply with the agreement. As such, Intel maintains that it now has a license to the patents of VLSI, which has become a Finjan affiliate, and that Finjan must cause VLSI to dismiss its suits against Intel. In August 2020, Intel started dispute resolution proceedings under the agreement. As a part of this dispute resolution process, Intel and Finjan held a mediation in December 2020, but failed to resolve their differences. Intel filed suit to enforce its rights under the License Agreement with Finjan in January 2021 in Delaware Chancery Court. In March 2021, defendants filed motions to dismiss the Chancery Court proceedings. In September 2020, Intel filed motions to stay the Texas, Delaware, and Shanghai matters pending resolution of its dispute with Finjan. In November 2020, Intel filed a motion to stay the Shenzhen matter pending resolution of its dispute with Finjan. In November 2020, the Delaware Court denied Intel’s motion to stay. The other stay motions remain pending. Finally, Intel filed a motion to amend its answer in the Texas matters to add a license defense in November 2020, and filed a motion to amend its answer in the Delaware matter to add a license defense in February 2021. The courts have yet to rule on these motions.

After consideration of the verdicts in the WDTX cases and the additional pending lawsuits filed by VLSI, Intel accrued a charge of $2.2 billion in the first quarter of 2021. We dispute VLSI’s claims and intend to vigorously defend against them.

Litigation Related to 7nm Product Delay Announcement

Starting in July 2020, five securities class action lawsuits were filed in the U.S. District Court for the Northern District of California against Intel and certain current and former officers based on Intel’s July 2020 announcement of 7nm product delays. The plaintiffs, who purport to represent classes of acquirers of Intel stock between October 2019 and July 2020, generally allege that the defendants violated securities laws by making false or misleading statements about the timeline for 7nm products in light of subsequently announced delays. In October 2020, the court consolidated the lawsuits and appointed lead plaintiffs, and in January 2021 the lead plaintiffs filed a consolidated complaint. Defendants moved to dismiss the consolidated complaint in March 2021. We dispute the claims described above and intend to defend the lawsuits vigorously. Given the procedural posture and the nature of those cases, including that the pending proceedings are in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, we are unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from those matters.

In addition to the securities lawsuits, several Intel stockholders filed derivative lawsuits against certain members of our Board of Directors and certain current and former officers based on Intel’s July 2020 announcement of 7nm product delays. The complaints, which were filed in the U.S. District Court for the District of Delaware in December 2020, alleged that defendants breached their fiduciary duties to Intel by either making or allowing the company to make alleged misstatements about the timeline for 7nm products during the class period alleged in the securities litigation. Certain of the complaints also alleged claims under Section 14(a) of the Securities Exchange Act of 1934. The court consolidated the cases in January 2021, and ordered plaintiffs to file a consolidated complaint by mid-April 2021. In early April 2021, plaintiffs voluntarily dismissed the action.

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Operating Segments (Tables)

3 Months Ended

Mar. 27, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Net revenue and operating income (loss) for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net revenue:
Data Center Group
Platform	$	4,811	$	6,427
Adjacent	753		566
	5,564		6,993
Internet of Things
IOTG	914		883
Mobileye	377		254
	1,291		1,137
Non-Volatile Memory Solutions Group	1,107		1,338
Programmable Solutions Group	486		519
Client Computing Group
Platform	9,617		8,712
Adjacent	988		1,063
	10,605		9,775
All other	620		66
Total net revenue	$	19,673	$	19,828
Operating income (loss):
Data Center Group	$	1,273	$	3,492
Internet of Things
IOTG	212		243
Mobileye	147		88
	359		331
Non-Volatile Memory Solutions Group	171		(66)
Programmable Solutions Group	88		97
Client Computing Group	4,120		4,225
All other	(2,317)		(1,041)
Total operating income	$	3,694	$	7,038

Revenue from External Customers by Products and Services [Table Text Block]

Disaggregated net revenue for each period was as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Platform revenue
DCG platform	$	4,811	$	6,427
IOTG platform	840		795
CCG desktop platform	2,644		2,840
CCG notebook platform	6,959		5,857
CCG other platform1	14		15
	15,268		15,934
Adjacent revenue2	4,405		3,894
Total revenue	$	19,673	$	19,828

1    Includes our tablet and service provider revenue.

2    Includes all of our non-platform products for DCG, IOTG, and CCG such as modem, Ethernet, and silicon photonics, as well as Mobileye, NSG, and PSG products, as well as revenue included in our "all other" category.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 27, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended
(In Millions, Except Per Share Amounts)	Mar 27, 2021		Mar 28, 2020
Net income available to common stockholders	$	3,361	$	5,661
Weighted average shares of common stock outstanding—basic	4,056		4,266
Dilutive effect of employee equity incentive plans	40		46
Weighted average shares of common stock outstanding—diluted	4,096		4,312
Earnings per share—basic	$	0.83	$	1.33
Earnings per share—diluted	$	0.82	$	1.31

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Contract Liabilities (Tables)

3 Months Ended

Mar. 27, 2021

Revenue from Contract with Customer [Abstract]

Contract with Customer, Asset and Liability [Table Text Block]

The following table shows the changes in contract liability balances relating to long-term prepaid supply agreements during the first three months of 2021:

(In Millions)
Prepaid supply agreements balance as of December 26, 2020	$	1,625
Concession payment	(950)
Prepaids utilized	(616)
Prepaid supply agreements balance as of March 27, 2021	$	59

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Other Financial Statement Details (Tables)

3 Months Ended

Mar. 27, 2021

Other Financial Statement Details [Abstract]

Schedule of Inventory, Current [Table Text Block]

(In Millions)	Mar 27, 2021		Dec 26, 2020
Raw materials	$	926	$	908
Work in process	5,758		5,693
Finished goods	1,803		1,826
Total inventories	$	8,487	$	8,427

Interest and Other, Net [Table Text Block]

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Interest income	$	37	$	93
Interest expense	(190)		(135)
Other, net	(3)		(271)
Total interest and other, net	$	(156)	$	(313)

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Restructuring and Other Charges (Tables)

3 Months Ended

Mar. 27, 2021

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Other Charges

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Employee severance and benefit arrangements	$	6	$	105
Litigation charges and other	2,203		57
Total restructuring and other charges	$	2,209	$	162

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Investments (Tables)

3 Months Ended

Mar. 27, 2021

Investments and Cash [Abstract]

Investments Classified by Contractual Maturity Date [Table Text Block]

The fair value of available-for-sale debt investments, by contractual maturity, as of March 27, 2021, was as follows:

(In Millions)	Fair Value
Due in 1 year or less	$	3,596
Due in 1–2 years	341
Due in 2–5 years	1,068
Due after 5 years	—
Instruments not due at a single maturity date	2,130
Total	$	7,135

Investment [Table Text Block]

(In Millions)	Mar 27, 2021		Dec 26, 2020
Marketable equity securities	$	1,523	$	1,830
Non-marketable equity securities	3,864		3,304
Equity method investments	17		18
Total	$	5,404	$	5,152

Gain (Loss) on Securities [Table Text Block]

The components of gains (losses) on equity investments, net for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Ongoing mark-to-market adjustments on marketable equity securities	$	(291)	$	(103)
Observable price adjustments on non-marketable equity securities	551		79
Impairment charges	(38)		(143)
Sale of equity investments and other¹	146		56
Total gains (losses) on equity investments, net	$	368	$	(111)

1 Sale of equity investments and other includes realized gains (losses) on sales of non-marketable equity investments, our share of equity method investees' gains (losses) and distributions, and initial fair value adjustments recorded upon a security becoming marketable.

Gains and losses for our marketable and non-marketable equity securities for each period were as follows:

	Three Months Ended
(In Millions)	Mar 27, 2021		Mar 28, 2020
Net gains (losses) recognized during the period on equity securities	$	311	$	(140)
Less: Net (gains) losses recognized during the period on equity securities sold during the period	(85)		(7)
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	$	226	$	(147)

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Acquisitions and Divestitures (Tables)

3 Months Ended

Mar. 27, 2021

Business Combinations [Abstract]

Disposal Groups, Including Discontinued Operations

The carrying amounts of the major classes of NAND assets held for sale included the following:

(In Millions)	Mar 27, 2021		Dec 26, 2020
Inventories	$	723	$	962
Property, plant and equipment, net	4,759		4,363
Total assets held for sale	$	5,482	$	5,325

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Fair Value (Tables)

3 Months Ended

Mar. 27, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis

	Mar 27, 2021								Dec 26, 2020
	Fair Value Measured and Recorded at Reporting Date Using								Fair Value Measured and Recorded at Reporting Date Using
(In Millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash equivalents:
Corporate debt	$	—	$	297	$	—	$	297	$	—	$	50	$	—	$	50
Financial institution instruments¹	2,130		849		—		2,979		2,781		636		—		3,417
Government debt²	—		33		—		33		—		—		—		—
Reverse repurchase agreements	—		1,350		—		1,350		—		1,900		—		1,900
Short-term investments:
Corporate debt	—		851		—		851		—		428		—		428
Financial institution instruments¹	—		878		—		878		—		1,179		—		1,179
Government debt²	—		688		—		688		—		685		—		685
Trading assets:
Corporate debt	—		4,176		—		4,176		—		3,815		—		3,815
Financial institution instruments¹	110		2,851		—		2,961		131		2,847		—		2,978
Government debt²	—		7,651		—		7,651		—		8,945		—		8,945
Other current assets:
Derivative assets	33		410		—		443		48		644		—		692
Loans receivable³	—		214		—		214		—		439		—		439
Marketable equity securities	139		1,384		—		1,523		136		1,694		—		1,830
Other long-term investments:
Corporate debt	—		1,025		—		1,025		—		1,520		—		1,520
Financial institution instruments¹	—		230		—		230		—		257		—		257
Government debt²	—		154		—		154		—		415		—		415
Other long-term assets:
Derivative assets	—		1,004		14		1,018		—		1,520		30		1,550
Loans receivable³	—		—		—		—		—		157		—		157
Total assets measured and recorded at fair value	$	2,412	$	24,045	$	14	$	26,471	$	3,096	$	27,131	$	30	$	30,257
Liabilities
Other accrued liabilities:
Derivative liabilities	$	6	$	603	$	—	$	609	$	—	$	810	$	—	$	810
Other long-term liabilities:
Derivative liabilities	—		9		—		9		—		5		—		5
Total liabilities measured and recorded at fair value	$	6	$	612	$	—	$	618	$	—	$	815	$	—	$	815

1Level 1 investments consist of money market funds. Level 2 investments consist primarily of commercial paper, certificates of deposit, time deposits, and notes and bonds issued by financial institutions.

2Level 2 investments consist primarily of U.S. agency notes and non-U.S. government debt.

3The fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance.

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Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 27, 2021

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The changes in accumulated other comprehensive income (loss) by component and related tax effects in the first three months of 2021 were as follows:

(In Millions)	Unrealized Holding Gains (Losses) on Derivatives		Actuarial Valuation and Other Pension Expenses		Translation Adjustments and Other		Total
Balance as of December 26, 2020	$	731	$	(1,565)	$	83	$	(751)
Other comprehensive income (loss) before reclassifications	(334)		5		(19)		(348)
Amounts reclassified out of accumulated other comprehensive income (loss)	(95)		16		—		(79)
Tax effects	79		(8)		4		75
Other comprehensive income (loss)	(350)		13		(15)		(352)
Balance as of March 27, 2021	$	381	$	(1,552)	$	68	$	(1,103)

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 27, 2021

Derivative [Line Items]

Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]

Total gross notional amounts for outstanding derivatives at the end of each period were as follows: 

(In Millions)	Mar 27, 2021		Dec 26, 2020
Foreign currency contracts	$	31,349	$	31,209
Interest rate contracts	14,556		14,461
Other	2,139		2,026
Total	$	48,044	$	47,696

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

Fair Value of Derivative Instruments

	Mar 27, 2021				Dec 26, 2020
(In Millions)	Assets1		Liabilities2		Assets1		Liabilities2
Derivatives designated as hedging instruments:
Foreign currency contracts3	$	215	$	110	$	551	$	2
Interest rate contracts	986		—		1,498		—
Total derivatives designated as hedging instruments	1,201		110		2,049		2
Derivatives not designated as hedging instruments:
Foreign currency contracts3	221		404		142		685
Interest rate contracts	6		98		3		128
Equity contracts	33		6		48		—
Total derivatives not designated as hedging instruments	260		508		193		813
Total derivatives	$	1,461	$	618	$	2,242	$	815

1Derivative assets are recorded as other assets, current and non-current.

2Derivative liabilities are recorded as other liabilities, current and non-current.

3The majority of these instruments mature within 12 months.

The amounts recorded on the Consolidated Condensed Balance Sheets related to cumulative basis adjustments for fair value hedges for each period were as follows:

Line Item in the Consolidated Condensed Balance Sheet in Which the Hedged Item is Included	Carrying Amount of the Hedged Item Asset/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount Assets/(Liabilities)
(In Millions)	Mar 27, 2021		Dec 26, 2020		Mar 27, 2021		Dec 26, 2020
Long-term debt	$	(12,983)	$	(13,495)	$	(986)	$	(1,498)

Offsetting Assets [Table Text Block]

The gross amounts of our derivative instruments and reverse repurchase agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows:

	Mar 27, 2021
							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	$	1,455			$	1,455	$	(404)	$	(1,036)	$	15
Reverse repurchase agreements	1,350		—		1,350		—		(1,350)		—
Total assets	2,805		—		2,805		(404)		(2,386)		15
Liabilities:
Derivative liabilities subject to master      netting arrangements	516		—		516		(404)		(112)		—
Total liabilities	$	516	$	—	$	516	$	(404)	$	(112)	$	—

	Dec 26, 2020
							Gross Amounts Not Offset in the Balance Sheet
(In Millions)	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments		Cash and Non-Cash Collateral Received or Pledged		Net Amount
Assets:
Derivative assets subject to master      netting arrangements	$	2,235	$	—	$	2,235	$	(264)	$	(1,904)	$	67
Reverse repurchase agreements	1,900		—		1,900		—		(1,900)		—
Total assets	4,135		—		4,135		(264)		(3,804)		67
Liabilities:
Derivative liabilities subject to master      netting arrangements	711		—		711		(264)		(447)		—
Total liabilities	$	711	$	—	$	711	$	(264)	$	(447)	$	—

Offsetting Liabilities [Table Text Block]

The gross amounts of our derivative instruments and reverse repurchase agreements subject to master netting arrangements with various counterparties, and cash and non-cash collateral posted under such agreements at the end of each period were as follows:

	Mar 27, 2021
							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	$	1,455			$	1,455	$	(404)	$	(1,036)	$	15
Reverse repurchase agreements	1,350		—		1,350		—		(1,350)		—
Total assets	2,805		—		2,805		(404)		(2,386)		15
Liabilities:
Derivative liabilities subject to master      netting arrangements	516		—		516		(404)		(112)		—
Total liabilities	$	516	$	—	$	516	$	(404)	$	(112)	$	—

	Dec 26, 2020
							Gross Amounts Not Offset in the Balance Sheet
(In Millions)	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments		Cash and Non-Cash Collateral Received or Pledged		Net Amount
Assets:
Derivative assets subject to master      netting arrangements	$	2,235	$	—	$	2,235	$	(264)	$	(1,904)	$	67
Reverse repurchase agreements	1,900		—		1,900		—		(1,900)		—
Total assets	4,135		—		4,135		(264)		(3,804)		67
Liabilities:
Derivative liabilities subject to master      netting arrangements	711		—		711		(264)		(447)		—
Total liabilities	$	711	$	—	$	711	$	(264)	$	(447)	$	—

Not Designated as Hedging Instrument [Member]

Derivative [Line Items]

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The effects of derivative instruments not designated as hedging instruments on the Consolidated Condensed Statements of Income for each period were as follows:

		Three Months Ended
(In Millions)	Location of Gains (Losses) Recognized in Income on Derivatives	Mar 27, 2021		Mar 28, 2020
Foreign currency contracts	Interest and other, net	$	234	$	154
Interest rate contracts	Interest and other, net	23		(77)
Other	Various	55		(268)
Total		$	312	$	(191)

Interest and other, net [Member] | Fair Value Hedging

Derivative [Line Items]

Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block]

The effects of derivative instruments designated as fair value hedges, recognized in interest and other, net for each period were as follows:

	Gains (Losses) Recognized in Consolidated Condensed Statements of Income on Derivatives
(In Millions)	Mar 27, 2021		Mar 28, 2020
Interest rate contracts	$	(512)	$	954
Hedged items	512		(954)
Total	$	—	$	—

XML

Business Segments (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Segment Reporting Information [Line Items]
Net revenue	$ 19,673	$ 19,828
Operating Income (Loss)	3,694	7,038
Platform
Segment Reporting Information [Line Items]
Net revenue	15,268	15,934
Adjacent revenue
Segment Reporting Information [Line Items]
Net revenue	4,405	3,894
DCG platform
Segment Reporting Information [Line Items]
Net revenue	4,811	6,427
Internet of Things [Member]
Segment Reporting Information [Line Items]
Net revenue	1,291	1,137
Operating Income (Loss)	359	331
Client Computing Group [Member]
Segment Reporting Information [Line Items]
Net revenue	10,605	9,775
Operating Income (Loss)	4,120	4,225
Client Computing Group [Member] | Platform
Segment Reporting Information [Line Items]
Net revenue	9,617	8,712
Client Computing Group [Member] | Adjacent revenue
Segment Reporting Information [Line Items]
Net revenue	988	1,063
Data Center Group [Member]
Segment Reporting Information [Line Items]
Net revenue	5,564	6,993
Operating Income (Loss)	1,273	3,492
Data Center Group [Member] | Adjacent revenue
Segment Reporting Information [Line Items]
Net revenue	753	566
Internet of Things Group [Member]
Segment Reporting Information [Line Items]
Net revenue	914	883
Operating Income (Loss)	212	243
Mobileye [Member]
Segment Reporting Information [Line Items]
Net revenue	377	254
Operating Income (Loss)	147	88
Non-Volatile Memory Solutions Group [Member]
Segment Reporting Information [Line Items]
Net revenue	1,107	1,338
Operating Income (Loss)	171	(66)
Programmable Solutions Group [Member]
Segment Reporting Information [Line Items]
Net revenue	486	519
Operating Income (Loss)	88	97
All other [Member]
Segment Reporting Information [Line Items]
Net revenue	620	66
Operating Income (Loss)	$ (2,317)	$ (1,041)

XML

Product Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Revenue from External Customer [Line Items]
Net revenue	$ 19,673	$ 19,828
DCG platform
Revenue from External Customer [Line Items]
Net revenue	4,811	6,427
IOTG platform
Revenue from External Customer [Line Items]
Net revenue	840	795
CCG desktop platform
Revenue from External Customer [Line Items]
Net revenue	2,644	2,840
CCG notebook platform
Revenue from External Customer [Line Items]
Net revenue	6,959	5,857
Other platform
Revenue from External Customer [Line Items]
Net revenue	14	15
Platform
Revenue from External Customer [Line Items]
Net revenue	15,268	15,934
Adjacent revenue
Revenue from External Customer [Line Items]
Net revenue	$ 4,405	$ 3,894

XML

Operating Segments Narrative (Details) - USD ($) $ in Billions		1 Months Ended
	Nov. 01, 2021	Mar. 31, 2025
Forecast
Segment Reporting Information [Line Items]
Proceeds from divestiture	$ 7.0	$ 2.0

XML

Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Earnings Per Share [Abstract]
Net income	$ 3,361	$ 5,661
Weighted average shares of common stock outstanding—basic	4,056	4,266
Dilutive effect of employee equity incentive plans (shares)	40	46
Weighted average shares of common stock outstanding—diluted	4,096	4,312
Earnings per share - Basic (in dollars per share)	$ 0.83	$ 1.33
Earnings per share - Diluted (in dollars per share)	$ 0.82	$ 1.31

XML

Contract Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Dec. 26, 2020
Capitalized Contract Cost [Line Items]
Contract with Customer, Liability	$ 396	$ 1,900
Contract with Customer, Liability, Concession Payments	950
Contract liability balance, contract termination		1,600
Prepaid Supply Agreements
Capitalized Contract Cost [Line Items]
Contract with Customer, Liability	59	$ 1,625
Contract with Customer, Liability, Concession Payments	(950)
Contract with Customer, Liability, Revenue Recognized	(616)
Contract with customer, liability, revenue retained in balance	$ 584

XML

Other Financial Statement Details Inventories (Details) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Inventory, Net [Abstract]
Raw materials	$ 926	$ 908
Work in process	5,758	5,693
Finished goods	1,803	1,826
Total inventories	$ 8,487	$ 8,427

XML

Other Financial Statement Details Interest and Other, Net (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Other Nonoperating Income (Expense) [Abstract]
Interest income	$ 37	$ 93
Interest expense	(190)	(135)
Other, net	(3)	(271)
Total interest and other, net	(156)	(313)
Interest Costs Capitalized	$ (97)	$ (83)

XML

Restructuring and Other Charges (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Restructuring and Related Activities [Abstract]
Employee severance and benefit arrangements	$ 6	$ 105
Litigation charges and other	2,203	57
Restructuring and other charges	2,209	$ 162
Litigation charges	$ 2,200

XML

Investments, Trading Assets (Detail) - Debt Securities [Member] - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Schedule Of Trading Securities And Other Trading Assets [Line Items]
Debt Securities, Trading, Unrealized Gain (Loss)	$ (372)	$ (231)
Unrealized Gain (Loss) on Derivatives	$ 366	$ 100

XML

Investments, Available-for-Sale Debt Investments (Detail) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Debt Securities, Available-for-sale [Line Items]
Debt Securities, Available-for-sale, Amortized Cost	$ 7,000.0	$ 7,800.0
Due in 1 year or less	3,596.0
Due in 1–2 years	341.0
Due in 2–5 years	1,068.0
Due after 5 years	0.0
Instruments not due at a single maturity date	2,130.0
Total	$ 7,135.0

XML

Investments, Equity Investments (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020	Dec. 26, 2020
Schedule of Investments [Line Items]
Marketable Securities	$ 1,523		$ 1,830
Cost Method Investments	3,864		3,304
Equity Method Investments	17		18
Equity Investments	5,404		$ 5,152
Mark to market on marketable equity securities1	(291)	$ (103)
Observable price adjustments on non-marketable	551	79
Impairments	(38)	(143)
Other Net Equity Investments	146	56
Gain (Loss) on Investments	368	(111)
Net gains (losses) recognized during the period on equity securities	311	(140)
Less: Net (gains) losses recognized during the period on equity securities sold during the period	(85)	(7)
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date	226	$ (147)
Bejing Unisoc Technology Ltd.
Schedule of Investments [Line Items]
Gain (Loss) on Investments	$ 471

XML

Investments, Equity Method Investments (Detail) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Schedule of Equity Method Investments [Line Items]
Carrying Value, equity method investments	$ 17	$ 18
Marketable Securities	$ 1,523	$ 1,830

XML

Investments - Bejing Unisoc Technology (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020	Dec. 26, 2020
Schedule of Investments [Line Items]
Gains (losses) on equity investments, net	$ 368	$ (111)
Bejing Unisoc Technology Ltd.
Schedule of Investments [Line Items]
Gains (losses) on equity investments, net	471
Net book value of nonmarketable equity investment	$ 1,100		$ 658

XML

Acquisitions and Divestitures (Details) - USD ($) $ in Billions			1 Months Ended	7 Months Ended
	Nov. 01, 2021	Oct. 19, 2020	Mar. 31, 2025	Oct. 31, 2021
Business Acquisition [Line Items]
Total consideration		$ 9.0
Forecast
Business Acquisition [Line Items]
Proceeds from divestiture	$ 7.0		$ 2.0
Additions to held for sale NAND property, plant and equipment				$ 1.8

XML

Acquisitions and Divestitures - Schedule of Assets Held for Sale (Details) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Business Combinations [Abstract]
Inventories	$ 723	$ 962
Property, plant and equipment, net	4,759	4,363
Total assets held for sale	$ 5,482	$ 5,325

XML

Borrowings Borrowings, Narrative (Details)	Mar. 27, 2021 USD ($)
Variable Rate Revolving Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Variable rate revolving credit facility	$ 5,000,000,000.0
Commercial Paper
Debt Instrument [Line Items]
Authorization to borrow	$ 10,000,000,000.0

XML

Fair Value (Detail) - USD ($) $ in Millions	Mar. 27, 2021	Dec. 26, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Reverse repurchase agreements	$ 1,350	$ 1,900
Trading assets, Fair Value Disclosure	14,788	15,738
Derivative assets, Fair Value Disclosure	1,455	2,235
Derivative liabilities, Fair Value Disclosure	516	711
Cost Method Investments	3,864	3,304
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	26,471	30,257
Liabilities, Fair Value Disclosure	618	815
Fair Value, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Grants & loans Receivable, Reverse repurchase agreements, CV	144	139
Short-term and Long-term Debt, Fair Value	38,500	40,900
Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	4,176	3,815
Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	2,961	2,978
Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	7,651	8,945
Marketable Equity Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	1,523	1,830
Cash Equivalents [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Reverse repurchase agreements	1,350	1,900
Cash Equivalents [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	297	50
Cash Equivalents [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	2,979	3,417
Cash Equivalents [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	33	0
Short-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	851	428
Short-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	878	1,179
Short-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	688	685
Other Current Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	443	692
Loans receivable, Fair Value Disclosure	214	439
Other Long-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	1,025	1,520
Other Long-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	230	257
Other Long-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	154	415
Other Long-Term Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	1,018	1,550
Loans receivable, Fair Value Disclosure	0	157
Other Accrued Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	609	810
Other Long-Term Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	9	5
Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	2,412	3,096
Liabilities, Fair Value Disclosure	6	0
Level 1 [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	0	0
Level 1 [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	110	131
Level 1 [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	0	0
Level 1 [Member] | Marketable Equity Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	139	136
Level 1 [Member] | Cash Equivalents [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Reverse repurchase agreements	0	0
Level 1 [Member] | Cash Equivalents [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Cash Equivalents [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	2,130	2,781
Level 1 [Member] | Cash Equivalents [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Short-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Short-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Short-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Other Current Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	33	48
Loans receivable, Fair Value Disclosure	0	0
Level 1 [Member] | Other Long-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Other Long-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Other Long-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 1 [Member] | Other Long-Term Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	0	0
Loans receivable, Fair Value Disclosure	0	0
Level 1 [Member] | Other Accrued Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	6	0
Level 1 [Member] | Other Long-Term Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	24,045	27,131
Liabilities, Fair Value Disclosure	612	815
Level 2 [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	4,176	3,815
Level 2 [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	2,851	2,847
Level 2 [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	7,651	8,945
Level 2 [Member] | Marketable Equity Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	1,384	1,694
Level 2 [Member] | Cash Equivalents [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Reverse repurchase agreements	1,350	1,900
Level 2 [Member] | Cash Equivalents [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	297	50
Level 2 [Member] | Cash Equivalents [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	849	636
Level 2 [Member] | Cash Equivalents [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	33	0
Level 2 [Member] | Short-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	851	428
Level 2 [Member] | Short-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	878	1,179
Level 2 [Member] | Short-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	688	685
Level 2 [Member] | Other Current Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	410	644
Loans receivable, Fair Value Disclosure	214	439
Level 2 [Member] | Other Long-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	1,025	1,520
Level 2 [Member] | Other Long-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	230	257
Level 2 [Member] | Other Long-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	154	415
Level 2 [Member] | Other Long-Term Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	1,004	1,520
Loans receivable, Fair Value Disclosure	0	157
Level 2 [Member] | Other Accrued Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	603	810
Level 2 [Member] | Other Long-Term Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	9	5
Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, Fair Value Disclosure	14	30
Liabilities, Fair Value Disclosure	0	0
Level 3 [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	0	0
Level 3 [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	0	0
Level 3 [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading assets, Fair Value Disclosure	0	0
Level 3 [Member] | Marketable Equity Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Cash Equivalents [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Reverse repurchase agreements	0	0
Level 3 [Member] | Cash Equivalents [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Cash Equivalents [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Cash Equivalents [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Short-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Short-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Short-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Other Current Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	0	0
Loans receivable, Fair Value Disclosure	0	0
Level 3 [Member] | Other Long-Term Investments [Member] | Corporate Debt Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Other Long-Term Investments [Member] | Fixed Income Securities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Other Long-Term Investments [Member] | Government Debt [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments, Fair Value Disclosure	0	0
Level 3 [Member] | Other Long-Term Assets [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets, Fair Value Disclosure	14	30
Loans receivable, Fair Value Disclosure	0	0
Level 3 [Member] | Other Accrued Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	0	0
Level 3 [Member] | Other Long-Term Liabilities [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities, Fair Value Disclosure	$ 0	$ 0

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Other Comprehensive Income (Loss), Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020	Dec. 26, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	$ 127
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,103)		$ (751)
Other comprehensive income (loss)	(352)	$ (261)
Unrealized holding gains (losses) on available-for-sale investments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss)	381		731
Other comprehensive income (loss) before reclassifications	(334)
Amounts reclassified out of accumulated other comprehensive income (loss)	(95)
Tax effects	79
Other comprehensive income (loss)	(350)
Unrealized holding gains (losses) on derivatives [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss)	(1,552)		(1,565)
Other comprehensive income (loss) before reclassifications	5
Amounts reclassified out of accumulated other comprehensive income (loss)	16
Tax effects	(8)
Other comprehensive income (loss)	13
Actuarial gains (losses) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss)	68		83
Other comprehensive income (loss) before reclassifications	(19)
Amounts reclassified out of accumulated other comprehensive income (loss)	0
Tax effects	4
Other comprehensive income (loss)	(15)
Foreign currency translation adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated other comprehensive income (loss)	(1,103)		$ (751)
Other comprehensive income (loss) before reclassifications	(348)
Amounts reclassified out of accumulated other comprehensive income (loss)	(79)
Tax effects	75
Other comprehensive income (loss)	$ (352)

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Derivative Financial Instruments (Detail) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 27, 2021	Mar. 28, 2020	Dec. 26, 2020
Notional Disclosures [Abstract]
Notional amount	$ 48,044		$ 47,696
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	1,455		2,235
Derivative Assets Subject to Master Netting Arrangements, Gross Amounts Offset in the Balance Sheet			0
Derivative Assets Subject to Master Netting Arrangements, Net Amount Presented in the Balance Sheet	1,455		2,235
Derivative Assets, Financial Instruments Not Offset in the Balance Sheet	(404)		(264)
Derivative Assets, Cash Collateral Not Offset in the Balance Sheet	(1,036)		(1,904)
Derivative Assets Subject to Master Netting Arrangements, Net Amount	15		67
Reverse Repurchase Agreements, Gross Amounts Recognized	1,350		1,900
Reverse Repurchase Agreements, Gross Amounts Offset In The Balance Sheet	0		0
Reverse Repurchase Agreements, Net Amount Presented in the Balance Sheet	1,350		1,900
Reverse Repurchase Agreements, Financial Instruments Not Offset in the Balance Sheet	0		0
Reverse Repurchase Agreements, Cash Collateral Not Offset in the Balance Sheet	(1,350)		(1,900)
Reverse Repurchase Agreements, Net Amount	0		0
Total Assets, Gross Amounts Recognized	2,805		4,135
Total Assets, Gross Amounts Offset in the Balance Sheet	0		0
Total Assets, Net Amounts Presented in the Balance Sheet	2,805		4,135
Total Assets, Financial Instruments, Not Offset in the Balance Sheet	(404)		(264)
Total Assets, Cash and Non Cash Collateral, Not Offset in the Balance Sheet	(2,386)		(3,804)
Total Assets, Net Amount	15		67
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	516		711
Derivative Liabilities Subject to Master Netting Arrangements, Gross Amounts Offset in the Balance Sheet	0		0
Derivative Liabilities Subject to Master Netting Arrangements, Net Amount Presented in the Balance Sheet	516		711
Derivative Liabilities, Financial Instruments Not Offset in the Balance Sheet	(404)		(264)
Derivative Liabilities, Cash Collateral Not Offset in the Balance Sheet	(112)		(447)
Derivative Liabilities Subject to Master Netting Arrangements, Net Amount	0		0
Effect of Fair Value Hedges on Results of Operations [Abstract]
Change in Unrealized Gain (Loss) on Hedged Item in Fair Value Hedge	512	$ (954)
Net Change In Unrealized Gain (Loss) Recognized In Income Statement On Fair Value Hedging Instruments And On Hedged Item In Fair Value Hedge	0	0
Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	1,461		2,242
Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	618		815
Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	1,201		2,049
Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	110		2
Not Designated as Hedging Instrument [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Gains (Losses) Recognized in Income On Derivatives	312	(191)
Not Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	260		193
Not Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	508		813
Foreign currency contracts
Notional Disclosures [Abstract]
Notional amount	31,349		31,209
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net [Abstract]
Gains (Losses) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)	334	373
Foreign currency contracts | Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	215		551
Foreign currency contracts | Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	110		2
Foreign currency contracts | Not Designated as Hedging Instrument [Member] | Interest and other, net [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Gains (Losses) Recognized in Income On Derivatives	234	154
Foreign currency contracts | Not Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	221		142
Foreign currency contracts | Not Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	404		685
Interest rate contracts
Notional Disclosures [Abstract]
Notional amount	14,556		14,461
Effect of Fair Value Hedges on Results of Operations [Abstract]
Change in Unrealized Gain (Loss) on Fair Value Hedging Instruments	(512)	954
Interest rate contracts | Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	986		1,498
Interest rate contracts | Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	0		0
Interest rate contracts | Not Designated as Hedging Instrument [Member] | Interest and other, net [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Gains (Losses) Recognized in Income On Derivatives	23	(77)
Interest rate contracts | Not Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	6		3
Interest rate contracts | Not Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	98		128
Other
Notional Disclosures [Abstract]
Notional amount	2,139		2,026
Other | Not Designated as Hedging Instrument [Member] | Various [Member]
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Gains (Losses) Recognized in Income On Derivatives	55	$ (268)
Other | Not Designated as Hedging Instrument [Member] | Assets
Offsetting Derivative Assets [Abstract]
Derivative Assets, Fair Value, Gross Amounts	33		48
Other | Not Designated as Hedging Instrument [Member] | Liabilities
Offsetting Derivative Liabilities [Abstract]
Derivative Liabilities, Fair Value, Gross Amounts	6		0
Interest Rate Swap | Long-term Debt | Fair Value Hedging
Derivative [Line Items]
Derivative, Amount of Hedged Item	12,000
Derivative, Fair Value, Net	(12,983)		(13,495)
Derivative Instruments Not Designated as Hedging Instruments [Abstract]
Gains (Losses) Recognized in Income On Derivatives	$ (986)		$ (1,498)

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Contingencies (Detail) - 1 months ended May 31, 2009 € in Billions, $ in Billions	EUR (€)	USD ($)
EC Fine [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Paid Value	€ 1.1	$ 1.4