Edgar Filing: INTEL CORP

Large accelerated filer þ

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company ¨

(Do not check if a smaller reporting company)

Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



	þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended July 2, 2016.



	¨	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)

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No ¨

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

Shares outstanding of the Registrant’s common stock:



Class		Outstanding as of July 22, 2016
Common stock, $0.001 par value		4,731 million

PART I – FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

INTEL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)



	Three Months Ended						Six Months Ended
(In Millions, Except Per Share Amounts)	Jul 2, 2016			Jun 27, 2015			Jul 2, 2016			Jun 27, 2015
Net revenue	$	13,533		$	13,195		$	27,235		$	25,976
Cost of sales	5,560			4,947			11,132			9,998
Gross margin	7,973			8,248			16,103			15,978
Research and development	3,145			3,087			6,391			6,082
Marketing, general and administrative	2,007			1,949			4,233			3,902
Restructuring and other charges	1,414			248			1,414			353
Amortization of acquisition-related intangibles	89			68			179			130
Operating expenses	6,655			5,352			12,217			10,467
Operating income	1,318			2,896			3,886			5,511
Gains (losses) on equity investments, net	478			100			500			132
Interest and other, net	(126		)	(13		)	(208		)	13
Income before taxes	1,670			2,983			4,178			5,656
Provision for taxes	340			277			802			958
Net income	$	1,330		$	2,706		$	3,376		$	4,698
Basic earnings per share of common stock	$	0.28		$	0.57		$	0.71		$	0.99
Diluted earnings per share of common stock	$	0.27		$	0.55		$	0.69		$	0.96
Cash dividends declared per share of common stock	$	—		$	—		$	0.52		$	0.48
Weighted average shares of common stock outstanding:
Basic	4,729			4,759			4,725			4,750
Diluted	4,866			4,909			4,870			4,912

See accompanying notes.

INTEL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)



	Three Months Ended						Six Months Ended
(In Millions)	Jul 2, 2016			Jun 27, 2015			Jul 2, 2016			Jun 27, 2015
Net income	$	1,330		$	2,706		$	3,376		$	4,698
Other comprehensive income, net of tax:
Change in net unrealized holding gains (losses) on available-for-sale investments	(346		)	428			(55		)	86
Change in deferred tax asset valuation allowance	(2		)	(5		)	(3		)	(8		)
Change in net unrealized holding gains (losses) on derivatives	26			136			213			47
Change in net prior service (costs) credits	1			2			3			4
Change in actuarial valuation	(318		)	7			(299		)	19
Change in net foreign currency translation adjustment	(1		)	9			1			(169		)
Other comprehensive income (loss)	(640		)	577			(140		)	(21		)
Total comprehensive income	$	690		$	3,283		$	3,236		$	4,677

See accompanying notes.

INTEL CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)



(In Millions)	Jul 2, 2016			Dec 26, 2015
Assets
Current assets:
Cash and cash equivalents	$	3,885		$	15,308
Short-term investments	4,301			2,682
Trading assets	9,503			7,323
Accounts receivable, net	4,426			4,787
Inventories	5,800			5,167
Other current assets	3,273			3,053
Total current assets	31,188			38,320

Property, plant and equipment, net of accumulated depreciation of $53,313 ($51,538 as of December 26, 2015)	33,804			31,858
Marketable equity securities	5,394			5,960
Other long-term investments	3,567			1,891
Goodwill	16,992			11,332
Identified intangible assets, net	10,821			3,933
Other long-term assets	8,065			8,165
Total assets	$	109,831		$	101,459

Liabilities, temporary equity, and stockholders’ equity
Current liabilities:
Short-term debt	$	4,560		$	2,634
Accounts payable	3,420			2,063
Accrued compensation and benefits	2,809			3,138
Accrued advertising	736			960
Deferred income	2,807			2,188
Other accrued liabilities	4,379			4,663
Total current liabilities	18,711			15,646

Long-term debt	24,053			20,036
Long-term deferred tax liabilities	1,293			954
Other long-term liabilities	3,517			2,841
Contingencies (Note 22)
Temporary equity	890			897
Stockholders’ equity:
Preferred stock	—			—
Common stock and capital in excess of par value, 4,728 issued and outstanding (4,725 issued and outstanding as of December 26, 2015)	24,317			23,411
Accumulated other comprehensive income (loss)	(80		)	60
Retained earnings	37,130			37,614
Total stockholders’ equity	61,367			61,085
Total liabilities, temporary equity, and stockholders’ equity	$	109,831		$	101,459

See accompanying notes.

INTEL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



	Six Months Ended
(In Millions)	Jul 2, 2016			Jun 27, 2015
Cash and cash equivalents, beginning of period	$	15,308		$	2,561
Cash flows provided by (used for) operating activities:
Net income	3,376			4,698
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	3,141			3,825
Share-based compensation	812			700
Restructuring and other charges	1,414			353
Excess tax benefit from share-based payment arrangements	(88		)	(133		)
Amortization of intangibles	791			465
(Gains) losses on equity investments, net	(426		)	(85		)
Deferred taxes	71			(725		)
Changes in assets and liabilities:
Accounts receivable	734			573
Inventories	(104		)	(489		)
Accounts payable	375			(304		)
Accrued compensation and benefits	(1,659		)	(1,304		)
Income taxes payable and receivable	(79		)	(59		)
Other assets and liabilities	(458		)	340
Total adjustments	4,524			3,157
Net cash provided by operating activities	7,900			7,855

Cash flows provided by (used for) investing activities:
Additions to property, plant and equipment	(3,632		)	(3,792		)
Acquisitions, net of cash acquired	(14,619		)	(524		)
Purchases of available-for-sale investments	(5,693		)	(1,255		)
Sales of available-for-sale investments	3,685			109
Maturities of available-for-sale investments	2,393			1,659
Purchases of trading assets	(7,205		)	(5,291		)
Maturities and sales of trading assets	5,313			7,639
Investments in loans receivable and reverse repurchase agreements	(223		)	—
Collection of loans receivable and reverse repurchase agreements	650			166
Investments in non-marketable equity investments	(663		)	(558		)
Other investing	304			103
Net cash used for investing activities	(19,690		)	(1,744		)

Cash flows provided by (used for) financing activities:
Increase (decrease) in short-term debt, net	1,416			(492		)
Excess tax benefit from share-based payment arrangements	88			133
Issuance of long-term debt, net of issuance costs	2,734			—
Proceeds from sales of common stock through employee equity incentive plans	527			474
Repurchase of common stock	(1,597		)	(1,447		)
Restricted stock unit withholdings	(394		)	(399		)
Payment of dividends to stockholders	(2,461		)	(2,283		)
Collateral associated with repurchase of common stock	—			325
Decrease in liability due to return of collateral associated with repurchase of common stock	—			(325		)
Other financing	54			(205		)
Net cash provided by (used for) financing activities	367			(4,219		)

Effect of exchange rate fluctuations on cash and cash equivalents	—			1

Net increase (decrease) in cash and cash equivalents	(11,423		)	1,893

Cash and cash equivalents, end of period	$	3,885		$	4,454

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of capitalized interest and interest rate swap payments/receipts	$	348		$	80
Income taxes, net of refunds	$	689		$	1,699

See accompanying notes.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited

Note 1: Basis of Presentation

We prepared our interim consolidated condensed financial statements that accompany these notes in conformity with U.S. generally accepted accounting principles, consistent in all material respects with those applied in our Annual Report on Form 10-K for the fiscal year ended December 26, 2015. We have reclassified certain prior period amounts to conform to current period presentation.

We have a 52- or 53-week fiscal year that ends on the last Saturday in December. Fiscal year 2015 was a 52-week year. Fiscal year 2016 is a 53-week fiscal year, and the first quarter of 2016 was a 14-week quarter.

In the first quarter of 2016, we completed the acquisition of Altera Corporation (Altera). For further information, see "Note 8: Acquisitions."

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, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 26, 2015.

Note 2: Change in Accounting Estimate

During our 2015 annual assessment of the useful lives of our property, plant, and equipment, we determined that the useful lives of machinery and equipment in our wafer fabrication facilities should be increased from 4 to 5 years. This change in estimate was applied prospectively, effective at the beginning of the first quarter of 2016. During the three months ended July 2, 2016, this change increased our operating income by approximately $300 million, our net income by approximately $200 million, and our diluted earnings per share by approximately $0.04. During the six months ended July 2, 2016, this change increased our operating income by approximately $500 million, our net income by approximately $350 million, and our diluted earnings per share by approximately $0.07.

Note 3: Recent Accounting Standards

Accounting Standards Adopted

Deferred Tax Classification. In the first quarter of 2016, we elected to early adopt an amended standard requiring that we classify all deferred tax assets and liabilities as non-current on the consolidated condensed balance sheet instead of separating deferred taxes into current and non-current. The amended standard was adopted on a retrospective basis. As a result of the adoption, we made the following adjustments to the consolidated condensed 2015 balance sheet: a $2.0 billion decrease to current deferred tax assets, a $430 million increase to non-current deferred tax assets, a $21 million decrease to current deferred tax liabilities, and a decrease of $1.6 billion to non-current deferred tax liabilities.

Business Combinations. In the first quarter of 2016, we adopted an amended standard requiring that we recognize the effect on earnings of any adjustments identified during the measurement period after an acquisition in the same period the adjustment is identified, as opposed to the prior standard which required material adjustments be retrospectively adjusted. The standard did not have a significant impact on our consolidated condensed financial statements.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Accounting Standards Not Yet Adopted

Revenue Recognition. In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard to achieve a consistent application of revenue recognition within the U.S., resulting in a single revenue model to be applied by reporting companies under U.S. generally accepted accounting principles. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year; accordingly, the new standard is effective for us beginning in the first quarter of 2018 and we expect to adopt it at that time. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. We have not yet selected a transition method nor have we determined the impact of the new standard on our consolidated condensed financial statements.

Financial Instruments - Classification and Measurement. In January 2016, the FASB issued changes to the accounting for financial instruments that primarily affect equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements. This standard is effective for us beginning in the first quarter of 2018; certain provisions allow for early adoption and we are evaluating whether we will do so. The new standard should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, with certain exceptions. We have not yet determined the impact of the new standard on our consolidated condensed financial statements.

Financial Instruments - Credit Losses. In June 2016, the FASB issued a new standard requiring measurement and recognition of expected credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. This standard is effective for us in the first quarter of 2020; early adoption is permitted beginning in the first quarter of 2019 and we are evaluating whether we will early adopt. It is required to be applied on a modified-retrospective approach with certain elements being adopted prospectively. We have not yet determined the impact of the new standard on our consolidated condensed financial statements.

Leases. In February 2016, the FASB issued a new lease accounting standard requiring that we recognize lease assets and liabilities on the balance sheet. This standard is effective for us beginning in the first quarter of 2019; early adoption is permitted and we are evaluating whether we will do so. The new standard must be adopted using a modified retrospective transition which includes certain practical expedients. We have not yet determined the impact of the new standard on our consolidated condensed financial statements.

Shared-Based Compensation. In March 2016, the FASB issued an accounting standard update aimed at simplifying the accounting for share-based payment transactions. Included in the update are modifications to the accounting for income taxes upon vesting or settlement of awards, employer tax withholding on shared-based compensation, forfeitures, and financial statement presentation of excess tax benefits. This standard is effective for us beginning in the first quarter of 2017 and we will adopt it at that time. We have not yet determined the impact of the new standard on our consolidated condensed financial statements.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Note 4: Fair Value

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability. Our financial assets are measured and recorded at fair value, except for cost method investments, cost method loans receivable, equity method investments, grants receivable, and reverse repurchase agreements with original maturities greater than approximately three months. Substantially all of our liabilities are not measured and recorded at fair value.

Fair Value Hierarchy

The three levels of inputs that may be used to measure fair value are as follows:

Level 1. Quoted prices in active markets for identical assets or liabilities.

Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in less active markets, or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

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

Assets and liabilities measured and recorded at fair value on a recurring basis at the end of each period were as follows:



	July 2, 2016								December 26, 2015
	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	$	—	$	695	$	—	$	695	$	—	$	1,829	$	—	$	1,829
Financial institution instruments	207		939		—		1,146		8,238		1,277		—		9,515
Government debt	—		18		—		18		—		130		—		130
Reverse repurchase agreements	—		968		—		968		—		2,368		—		2,368
Short-term investments:
Corporate debt	380		1,346		14		1,740		336		764		20		1,120
Financial institution instruments	400		1,253		—		1,653		145		927		—		1,072
Government debt	55		853		—		908		65		425		—		490
Trading assets:
Asset-backed securities	—		181		23		204		—		275		94		369
Corporate debt	1,984		1,000		—		2,984		1,744		564		—		2,308
Financial institution instruments	904		735		—		1,639		930		701		—		1,631
Government debt	1,952		2,724		—		4,676		1,107		1,908		—		3,015
Other current assets:
Derivative assets	—		409		—		409		32		412		1		445
Loans receivable	—		402		—		402		—		137		—		137
Marketable equity securities	5,351		—		43		5,394		5,891		69		—		5,960
Other long-term investments:
Asset-backed securities	—		—		—		—		—		—		4		4
Corporate debt	994		780		—		1,774		407		801		—		1,208
Financial institution instruments	600		731		—		1,331		171		381		—		552
Government debt	341		121		—		462		79		48		—		127
Other long-term assets:
Derivative assets	—		194		68		262		—		30		10		40
Loans receivable	—		308		—		308		—		342		—		342
Total assets measured and recorded at fair value	13,168		13,657		148		26,973		19,145		13,388		129		32,662
Liabilities
Other accrued liabilities:
Derivative liabilities	—		345		—		345		2		210		—		212
Other long-term liabilities:
Derivative liabilities	—		19		—		19		—		33		—		33
Total liabilities measured and recorded at fair value	$	—	$	364	$	—	$	364	$	2	$	243	$	—	$	245

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.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

During the first six months of 2016, we transferred corporate debt, government debt, and financial institution instruments, of approximately $571 million from Level 1 to Level 2 of the fair value hierarchy and approximately $628 million of corporate debt and financial institution instruments from Level 2 to Level 1 ($1.1 billion of corporate debt, government debt, and financial institution instruments from Level 1 to Level 2 and $428 million from Level 2 to Level 1 during the first six months of 2015). These transfers were based on changes in market activity for the underlying instruments. Our policy is to reflect transfers between the fair value hierarchy levels at the beginning of the period.

Investments in Debt Instruments

Debt instruments reflected in the preceding table include investments such as asset-backed securities, corporate debt, financial institution instruments, government debt, and reverse repurchase agreements classified as cash equivalents. We classify our debt instruments as Level 2 when we use observable market prices for identical instruments that are traded in less active markets. When observable market prices for identical instruments are not available, we price the debt instruments using our own models, such as a discounted cash flow model, or non-binding market consensus prices based on the proprietary valuation models of pricing providers or brokers. These valuation models incorporate a number of inputs, including non-binding and binding broker quotes; observable market prices for identical or similar instruments; and the internal assumptions of pricing providers or brokers that use observable market inputs and unobservable market inputs that we consider to be not significant. When we use non-binding market consensus prices, we corroborate them with quoted market prices for similar instruments or compare them to output from internally-developed pricing models such as a discounted cash flow model. The discounted cash flow model uses observable market inputs, such as LIBOR-based yield curves, currency spot and forward rates, and credit ratings. All significant inputs are derived from or corroborated with observable market data.

The fair values of debt instruments classified as Level 3 are generally derived from discounted cash flow models, performed either by us or our pricing providers, using inputs that we are unable to corroborate with observable market data. We monitor and review the inputs and results of these valuation models to help ensure the fair value measurements are reasonable and consistent with market experience in similar asset classes.

Fair Value Option for Loans Receivable

We elected the fair value option for loans receivable when the interest rate or currency exchange rate risk was hedged at inception with a related derivative instrument. As of July 2, 2016 and December 26, 2015, the fair value of our loans receivable for which we elected the fair value option did not significantly differ from the contractual principal balance based on the contractual currency. Loans receivable are classified within other current assets and other long-term assets. Fair value is determined using a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Gains and losses from changes in fair value on the loans receivable and related derivative instruments, as well as interest income, are recorded in interest and other, net. During all periods presented, changes in the fair value of our loans receivable were largely offset by gains or losses on the related derivative instruments, resulting in an insignificant net impact on our consolidated condensed statements of income. Gains and losses attributable to changes in credit risk are determined using observable credit default spreads for the issuer or comparable companies; these gains and losses were insignificant during all periods presented. We did not elect the fair value option for loans receivable when the interest rate or currency exchange rate risk was not hedged at inception with a related derivative instrument. Loans receivable not measured and recorded at fair value are included in the following "Financial Instruments Not Recorded at Fair Value on a Recurring Basis" section.

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

Our non-marketable equity investments, marketable equity method investments, and non-financial assets, such as intangible assets and property, plant and equipment, are recorded at fair value only if an impairment is recognized.

Some of our non-marketable equity investments have been measured and recorded at fair value due to events or circumstances that significantly impacted the fair value of those investments, resulting in other-than-temporary impairments. We classified these investments as Level 3 because the valuations used unobservable inputs that were significant to the fair value measurements and required management judgment due to the absence of quoted market prices. Impairments recognized on non-marketable equity investments held as of July 2, 2016 were $57 million during the second quarter of 2016 and $84 million during the first six months of 2016 ($41 million during the second quarter of 2015 and $79 million during the first six months of 2015 on non-marketable equity investments held as of June 27, 2015).

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

On a quarterly basis, we measure the fair value of our grants receivable, cost method loans receivable, non-marketable cost method investments, reverse repurchase agreements with original maturities greater than approximately three months, and indebtedness carried at amortized cost net of applicable hedge adjustments; however, the assets are recorded at fair value only when an impairment is recognized. The carrying amounts and fair values of financial instruments not recorded at fair value on a recurring basis at the end of each period were as follows:



	July 2, 2016
(In Millions)	Carrying Amount		Fair Value Measured Using						Fair Value
(In Millions)	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
Grants receivable	$	570	$	—	$	573	$	—	$	573
Loans receivable	$	315	$	—	$	315	$	—	$	315
Non-marketable cost method investments	$	3,092	$	—	$	—	$	3,916	$	3,916
Reverse repurchase agreements	$	350	$	—	$	350	$	—	$	350
Short-term debt	$	4,545	$	2,009	$	3,141	$	—	$	5,150
Long-term debt	$	24,053	$	14,897	$	11,296	$	—	$	26,193



	December 26, 2015
(In Millions)	Carrying Amount		Fair Value Measured Using						Fair Value
(In Millions)	Carrying Amount		Level 1		Level 2		Level 3		Fair Value
Grants receivable	$	593	$	—	$	600	$	—	$	600
Loans receivable	$	315	$	—	$	315	$	—	$	315
Non-marketable cost method investments	$	2,933	$	—	$	—	$	3,904	$	3,904
Reverse repurchase agreements	$	1,000	$	—	$	1,000	$	—	$	1,000
Short-term debt	$	2,593	$	1,513	$	1,563	$	—	$	3,076
Long-term debt	$	20,036	$	14,058	$	6,835	$	—	$	20,893
NVIDIA Corporation cross-license agreement liability	$	199	$	—	$	200	$	—	$	200

The fair value of our grants receivable is determined using a discounted cash flow model, which discounts future cash flows using an appropriate yield curve. As of July 2, 2016 and December 26, 2015, the carrying amount of our grants receivable was classified within other current assets and other long-term assets, as applicable.

The carrying amount and fair value of loans receivable exclude loans measured and recorded at fair value on a recurring basis. The fair value of our loans receivable and reverse repurchase agreements, including those held at fair value, is determined using a discounted cash flow model. All significant inputs in the models are derived from or corroborated with observable market data, such as LIBOR-based yield curves, currency spot and forward rates, and credit ratings. The credit quality of these assets remains high, with credit ratings of A/A2 or better for substantially all of our loans receivable and reverse repurchase agreements as of July 2, 2016.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

As of July 2, 2016 and December 26, 2015, the unrealized loss position of our non-marketable cost method investments was insignificant. Our non-marketable cost method investments are valued using a qualitative and quantitative analysis of events or circumstances that impact the fair value of the investment. Qualitative analysis of our investments involves understanding our investee’s revenue and earnings trends relative to pre-defined milestones and overall business prospects; the technological feasibility of our investee’s products and technologies; the general market conditions in the investee’s industry or geographic area, including adverse regulatory or economic changes; and the management and governance structure of the investee. Quantitative assessments of the fair value of our investments are developed using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financing rounds, the terms of the investees’ issued interests, and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable companies’ sizes, growth rates, industries, and development stages. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available market, historical, and forecast data. We measure the fair value of our non-marketable cost method investments as close to the end of the period as feasible.

The carrying amount and fair value of short-term debt exclude drafts payable. Our short-term debt recognized at amortized cost includes our 2009 junior subordinated convertible debentures due 2039 (2009 debentures), our 2011 senior notes due 2016, our acquired Altera senior notes due 2017, and any commercial paper outstanding. During the second quarter of 2016, the 2009 debentures were classified as short-term debt on the consolidated condensed balance sheets and convertible at the option of the holder during the third quarter of 2016. For further information, see "Note 14: Borrowings" and the "Borrowings" note in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 26, 2015. Our long-term debt recognized at amortized cost is composed of our senior notes and our convertible debentures. The fair value of our senior notes is classified as Level 1 when we use quoted prices in active markets and Level 2 when the quoted prices are from less active markets or when other observable inputs are used to determine fair value. The fair value of our 2009 and 2005 convertible debentures is determined using discounted cash flow models with observable market inputs, and takes into consideration variables such as interest rate changes, comparable instruments, subordination discount, and credit-rating changes; it is, therefore, classified as Level 2.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Note 5: Cash and Investments

Cash and investments at the end of each period were as follows:



(In Millions)	Jul 2, 2016		Dec 26, 2015
Available-for-sale investments	$	15,121	$	22,007
Cash	1,058		1,466
Equity method investments	1,700		1,590
Loans receivable	1,025		794
Non-marketable cost method investments	3,092		2,933
Reverse repurchase agreements	1,318		3,368
Trading assets	9,503		7,323
Total cash and investments	$	32,817	$	39,481

Available-for-Sale Investments

Available-for-sale investments at the end of each period were as follows:



	July 2, 2016									December 26, 2015
(In Millions)	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Asset-backed securities	$	—	$	—	$	—		$	—	$	5	$	—	$	(1	)	$	4
Corporate debt	4,212		9		(12		)	4,209		4,164		3		(10		)	4,157
Financial institution instruments	4,126		5		(1		)	4,130		11,140		1		(2		)	11,139
Government debt	1,385		3		—			1,388		748		—		(1		)	747
Marketable equity securities	2,795		2,599		—			5,394		3,254		2,706		—			5,960
Total available-for-sale investments	$	12,518	$	2,616	$	(13	)	$	15,121	$	19,311	$	2,710	$	(14	)	$	22,007

For information on the unrealized holding gains (losses) on available-for-sale investments reclassified out of accumulated other comprehensive income (loss) into the consolidated condensed statements of income, see "Note 21: Other Comprehensive Income (Loss)."

During the second quarter of 2016, we sold available-for-sale investments for proceeds of $875 million, none of which related to sales of cash and cash equivalents ($66 million in the second quarter of 2015, none of which was related to sales of cash and cash equivalents). During the first six months of 2016, we sold available-for-sale investments for proceeds of $3.8 billion, of which $129 million related to sales of cash and cash equivalents ($109 million in the first six months of 2015, none of which was related to sales of cash and cash equivalents). The gross realized gains on sales of available-for-sale investments were $403 million in the second quarter of 2016 and $497 million in the first six months of 2016 ($43 million in the second quarter of 2015 and $85 million in the first six months of 2015).

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

The amortized cost and fair value of available-for-sale debt investments, by contractual maturity, as of July 2, 2016, were as follows:



(In Millions)	Cost		Fair Value
Due in 1 year or less	$	5,960	$	5,954
Due in 1–2 years	2,069		2,073
Due in 2–5 years	1,487		1,493
Instruments not due at a single maturity date	207		207
Total	$	9,723	$	9,727

Equity Method Investments

IM Flash Technologies, LLC

Since the inception of IM Flash Technologies, LLC (IMFT) in 2006, Micron Technology, Inc. (Micron) and Intel have jointly developed NAND flash memory and, most recently, 3D XPoint™ technology products. Intel also purchases jointly developed products directly from Micron under certain supply agreements.

The IMFT operating agreement, most recently amended in January 2016, continues through 2024 unless earlier terminated under certain terms and conditions and provides for certain buy-sell rights of the joint venture. Intel has the right to cause Micron to buy our interest in IMFT. If we exercise this right, Micron would set the closing date of the transaction within two years following such election and could elect to receive financing from us for one to two years. Subsequent to our put right, and commencing in January 2019, Micron has the right to call our interest in IMFT with the closing date to be effective within one year.

As of July 2, 2016, we own a 49% interest in IMFT. The carrying value of our investment was $870 million as of July 2, 2016 ($872 million as of December 26, 2015) and is classified within other long-term assets.

IMFT is a variable interest entity and all costs of IMFT are passed on to Micron and Intel through sale of products or services in proportional share of ownership. Intel's portion of IMFT costs, primarily related to product purchases and production-related services, was approximately $100 million in the second quarter of 2016 and approximately $200 million in the first six months of 2016 (approximately $105 million in the second quarter of 2015 and approximately $200 million in the first six months of 2015). The amount due to IMFT for product purchases and services provided was approximately $45 million as of July 2, 2016 (approximately $20 million as of December 26, 2015).

IMFT depends on Micron and Intel for any additional cash needs. Our known maximum exposure to loss approximated the carrying value of our investment balance in IMFT, which was $870 million as of July 2, 2016. Except for the amount due to IMFT for product purchases and production-related services, we did not have any additional liabilities recognized on our consolidated condensed balance sheets in connection with our interests in this joint venture as of July 2, 2016. Our potential future losses could be higher than the carrying amount of our investment, as Intel and Micron are liable for other future operating costs or obligations of IMFT. Future cash calls could also increase our investment balance and the related exposure to loss. In addition, because we are currently committed to purchasing 49% of IMFT’s production output and production-related services, we may be required to purchase products at a cost in excess of realizable value.

We have determined that we do not have the characteristics of a consolidating investor in the variable interest entity and, therefore, we account for our interest in IMFT using the equity method of accounting.

Cloudera, Inc.

During 2014, we invested in Cloudera, Inc. (Cloudera). Our fully diluted ownership interest in Cloudera is 17% as of July 2, 2016. Our investment is accounted for under the equity and cost methods of accounting based on the rights associated with different instruments we own, and is classified within other long-term assets. The carrying value of our equity method investment was $241 million and of our cost method investment was $454 million as of July 2, 2016 ($256 million for our equity method investment and $454 million for our cost method investment as of December 26, 2015).

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Intel-GE Care Innovations, LLC

During the first quarter of 2016, we gained control of Care Innovations LLC (Care Innovations), formerly our joint venture with General Electric Company. Care Innovations has been included in our consolidated condensed financial statements beginning in the first quarter of 2016.

Non-marketable Cost Method Investments

Investment in Beijing UniSpreadtrum Technology Ltd.

During 2014, we entered into a series of agreements with Tsinghua Unigroup Ltd. (Tsinghua Unigroup), an operating subsidiary of Tsinghua Holdings Co. Ltd., to, among other things, jointly develop Intel^® architecture- and communications-based solutions for phones. We agreed to invest up to 9.0 billion Chinese yuan (approximately $1.5 billion as of the date of the agreement) for a minority stake of approximately 20% of Beijing UniSpreadtrum Technology Ltd., a holding company under Tsinghua Unigroup. During 2015, we invested $966 million to complete the first phase of the equity investment. We have determined we do not have significant influence over the company and, therefore, we account for our interest using the cost method of accounting. Subject to regulatory approvals and other closing conditions, the second phase of the investment will require additional funding of approximately $500 million.

Trading Assets

As of July 2, 2016 and December 26, 2015, substantially all of our trading assets were marketable debt instruments. There were no net gains or losses related to trading assets still held at the reporting date in the second quarter of 2016 and $190 million net gains in the first six months of 2016 (net gains of $48 million in the second quarter of 2015 and net losses of $85 million in the first six months of 2015). Net gains on the related derivatives were $3 million in the second quarter of 2016 and $184 million net losses in the first six months of 2016 (net losses of $45 million in the second quarter of 2015 and net gains of $81 million in the first six months of 2015).

Note 6: Inventories

We compute inventory cost on a first-in, first-out basis. Costs incurred to manufacture our products are included in the valuation of inventory beginning in the quarter in which a product meets the technical criteria to qualify for sale to customers. Prior to qualification for sale, costs that do not meet the criteria for research and development (R&D) are included in cost of sales in the period incurred. Inventories at the end of each period were as follows:



(In Millions)	Jul 2, 2016		Dec 26, 2015
Raw materials	$	651	$	532
Work in process	3,218		2,893
Finished goods	1,931		1,742
Total inventories	$	5,800	$	5,167

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Note 7: Derivative Financial Instruments

Our primary objective for holding derivative financial instruments is to manage currency exchange rate risk and interest rate risk, and, to a lesser extent, equity market risk, commodity price risk, and credit risk. When possible, we enter into master netting arrangements with counterparties to mitigate credit risk in derivative transactions. A master netting arrangement may allow counterparties to net settle amounts owed to each other as a result of multiple, separate derivative transactions. Generally, our master netting agreements allow for net settlement in case of certain triggering events such as bankruptcy or default of one of the counterparties to the transaction. We may also elect to exchange cash collateral with certain of our counterparties on a regular basis. For presentation on our consolidated condensed balance sheets, we do not offset fair value amounts recognized for derivative instruments under master netting arrangements. Our derivative financial instruments are recorded at fair value and are included in other current assets, other long-term assets, other accrued liabilities, or other long-term liabilities.

Currency Exchange Rate Risk

We are exposed to currency exchange rate risk, and generally hedge our exposures with currency forward contracts, currency interest rate swaps, or currency options. Substantially all of our revenue is transacted in U.S. dollars. However, a significant portion of our operating expenditures and capital purchases is incurred in or exposed to other currencies, primarily the euro, the Japanese yen, the Israeli shekel, and the Chinese yuan. We have established balance sheet and forecasted transaction currency risk management programs to protect against fluctuations in the fair value and the volatility of the functional currency equivalent of future cash flows caused by changes in exchange rates. Our non-U.S.-dollar-denominated investments in debt instruments, loans receivable and indebtedness are generally hedged with offsetting currency forward contracts or currency interest rate swaps. We may also hedge currency risk arising from funding foreign currency denominated forecasted investments. These programs reduce, but do not eliminate, the impact of currency exchange movements.

Our currency risk management programs include:

•

Currency derivatives with cash flow hedge accounting designation that utilize currency forward contracts and currency options to hedge exposures to the variability in the U.S.-dollar equivalent of anticipated non-U.S.-dollar-denominated cash flows. The substantial majority of these instruments mature within 12 months. For these derivatives, we report the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss), and we reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated condensed statements of income as the impact of the hedged transaction. We utilize currency interest rate swaps to hedge exposures to the variability in the U.S.-dollar equivalent of coupon and principal payments associated with our non-U.S.-dollar-denominated indebtedness.

•

Currency derivatives without hedge accounting designation that utilize currency forward contracts or currency interest rate swaps to economically hedge the functional currency equivalent cash flows of recognized monetary assets and liabilities, non-U.S.-dollar-denominated debt instruments classified as trading assets, and non-U.S.-dollar-denominated loans receivable recognized at fair value. The substantial majority of these instruments mature within 12 months. Changes in the functional currency equivalent cash flows of the underlying assets and liabilities are approximately offset by the changes in the fair value of the related derivatives. We record net gains or losses in the line item on the consolidated condensed statements of income most closely associated with the related exposures, primarily in interest and other, net, except for equity-related gains or losses, which we primarily record in gains (losses) on equity investments, net.

Interest Rate Risk

Our primary objective for holding investments in debt instruments is to preserve principal while maximizing yields. We generally swap the returns on our investments in fixed-rate debt instruments with remaining maturities longer than six months into U.S. dollar three-month LIBOR-based returns, unless management specifically approves otherwise. We may elect to swap fixed coupon payments on our debt issuances for floating rate coupon payments. These swaps are settled at various interest payment times involving cash payments at each interest and principal payment date, with the majority of the contracts having quarterly payments. We also utilize interest rate or currency interest rate swaps to modify cash flows related to our existing indebtedness. We may enter into treasury rate lock agreements to lock in a fixed rate for future debt issuances.

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Our interest rate risk management programs include:

•

Interest rate derivatives with cash flow hedge accounting designation that utilize interest rate swap agreements to modify the interest characteristics of debt instruments or treasury rate lock agreements to lock in a fixed rate for future debt issuances. For these derivatives, we report the after-tax gain or loss from the effective portion of the hedge as a component of accumulated other comprehensive income (loss), and we reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings, and in the same line item on the consolidated condensed statements of income as the impact of the hedged transaction.

•

Interest rate derivatives with fair value hedge accounting designation that utilize interest rate swap agreements to hedge against changes in fair value on certain fixed rate debt due to fluctuations in the benchmark interest rate. For these derivatives, we recognize gains and losses in interest and other, net, along with the offsetting gains and losses attributable to the changes in the benchmark interest rate on the underlying hedged items.

•

Interest rate derivatives without hedge accounting designation that utilize interest rate swaps and currency interest rate swaps in economic hedging transactions, including hedges of non-U.S.-dollar-denominated debt instruments classified as trading assets and hedges of non-U.S.-dollar-denominated loans receivable recognized at fair value. Floating interest rates on the swaps generally reset on a quarterly basis. Changes in the fair value of the debt instruments classified as trading assets and loans receivable recognized at fair value are generally offset by changes in the fair value of the related derivatives, both of which are recorded in interest and other, net.

Equity Market Risk

Our investments include marketable equity securities and equity derivative instruments. We typically do not attempt to reduce or eliminate our equity market exposure through hedging activities at the inception of our investments. Before we enter into hedge arrangements, we evaluate legal, market, and economic factors, as well as the expected timing of disposal to determine whether hedging is appropriate. Our equity market risk management program may include equity derivatives with or without hedge accounting designation that utilize warrants, equity options, or other equity derivatives. We recognize changes in the fair value of such derivatives in gains (losses) on equity investments, net. We also utilize total return swaps to offset changes in liabilities related to the equity market risks of certain deferred compensation arrangements. Gains and losses from changes in fair value of these total return swaps are generally offset by the losses and gains on the related liabilities, both of which are recorded in cost of sales and operating expenses.

Volume of Derivative Activity

Total gross notional amounts for outstanding derivatives (recorded at fair value) at the end of each period were as follows:



(In Millions)	Jul 2, 2016		Dec 26, 2015		Jun 27, 2015
Currency forwards	$	11,707	$	11,212	$	12,051
Currency interest rate swaps	6,975		5,509		4,789
Embedded debt derivatives	3,600		3,600		3,600
Interest rate swaps	6,439		5,212		1,006
Total return swaps	1,228		1,061		1,107
Other	79		61		72
Total	$	30,028	$	26,655	$	22,625

The gross notional amounts for currency forwards and currency interest rate swaps (presented by currency) at the end of each period were as follows:



(In Millions)	Jul 2, 2016		Dec 26, 2015		Jun 27, 2015
Chinese yuan	$	1,852	$	2,231	$	3,380
Euro	6,572		6,084		6,193
Israeli shekel	2,069		1,674		1,632
Japanese yen	3,184		2,663		2,846
Other	5,005		4,069		2,789
Total	$	18,682	$	16,721	$	16,840

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Fair Value of Derivative Instruments in the Consolidated Condensed Balance Sheets

The fair value of our derivative instruments at the end of each period were as follows:



	July 2, 2016								December 26, 2015
(In Millions)	Other Current Assets		Other Long-Term Assets		Other Accrued Liabilities		Other Long-Term Liabilities		Other Current Assets		Other Long-Term Assets		Other Accrued Liabilities		Other Long-Term Liabilities
Derivatives designated as hedging instruments:
Currency forwards	$	192	$	6	$	28	$	6	$	20	$	3	$	83	$	2
Interest rate swaps	—		209		—		—		—		1		—		14
Currency interest rate swaps	—		21		—		—		—		7		—		—
Other	—		—		—		—		—		—		—		—
Total derivatives designated as hedging instruments	192		236		28		6		20		11		83		16
Derivatives not designated as hedging instruments:
Currency forwards	50		1		42		—		20		—		63		—
Currency interest rate swaps	162		16		247		—		370		18		52		—
Embedded debt derivatives	—		—		—		13		—		—		—		17
Interest rate swaps	1		—		28		—		2		—		12		—
Total return swaps	—		—		—		—		32		—		2		—
Other	4		9		—		—		1		11		—		—
Total derivatives not designated as hedging instruments	217		26		317		13		425		29		129		17
Total derivatives	$	409	$	262	$	345	$	19	$	445	$	40	$	212	$	33

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

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:



	July 2, 2016
							Gross Amounts Not Offset in the Balance Sheet
(In Millions)	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments			Cash and Non-Cash Collateral Received or Pledged			Net Amount
Assets:
Derivative assets subject to master netting arrangements	$	665	$	—	$	665	$	(252	)	$	(285	)	$	128
Reverse repurchase agreements	1,318		—		1,318		—			(1,318		)	—
Total assets	1,983		—		1,983		(252		)	(1,603		)	128
Liabilities:
Derivative liabilities subject to master netting arrangements	364		—		364		(252		)	(112		)	—
Total liabilities	$	364	$	—	$	364	$	(252	)	$	(112	)	$	—



	December 26, 2015
							Gross Amounts Not Offset in the Balance Sheet
(In Millions)	Gross Amounts Recognized		Gross Amounts Offset in the Balance Sheet		Net Amounts Presented in the Balance Sheet		Financial Instruments			Cash and Non-Cash Collateral Received or Pledged			Net Amount
Assets:
Derivative assets subject to master netting arrangements	$	482	$	—	$	482	$	(201	)	$	(188	)	$	93
Reverse repurchase agreements	3,368		—		3,368		—			(3,368		)	—
Total assets	3,850		—		3,850		(201		)	(3,556		)	93
Liabilities:
Derivative liabilities subject to master netting arrangements	242		—		242		(201		)	(27		)	14
Total liabilities	$	242	$	—	$	242	$	(201	)	$	(27	)	$	14

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

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Derivatives in Cash Flow Hedging Relationships

The before-tax gains (losses), attributed to the effective portion of cash flow hedges, recognized in other comprehensive income (loss) for each period were as follows:



	Three Months Ended					Six Months Ended
(In Millions)	Jul 2, 2016			Jun 27, 2015		Jul 2, 2016			Jun 27, 2015
Currency forwards	$	62		$	29	$	291		$	(200	)
Currency interest rate swaps and other	(23		)	—		(9		)	—
Total	$	39		$	29	$	282		$	(200	)

Gains and losses on derivative instruments in cash flow hedging relationships related to hedge ineffectiveness and amounts excluded from effectiveness testing were insignificant during all periods presented in the preceding table. Additionally, for all periods presented, there was an insignificant impact on results of operations from discontinued cash flow hedges, which arises when forecasted transactions are probable of not occurring.

For information on the unrealized holding gains (losses) on derivatives reclassified out of accumulated other comprehensive income into the consolidated condensed statements of income, see "Note 21: Other Comprehensive Income (Loss)."

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:



	Three Months Ended					Six Months Ended
(In Millions)	Jul 2, 2016			Jun 27, 2015		Jul 2, 2016			Jun 27, 2015
Interest rate swap	$	60		$	—	$	222		$	—
Hedged item	(60		)	—		(222		)	—
Total	$	—		$	—	$	—		$	—

There was no ineffectiveness during all periods presented in the preceding table.

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						Six Months Ended
(In Millions)	Location of Gains (Losses) Recognized in Income on Derivatives	Jul 2, 2016			Jun 27, 2015			Jul 2, 2016			Jun 27, 2015
Currency forwards	Interest and other, net	$	41		$	4		$	(4	)	$	(14	)
Currency interest rate swaps	Interest and other, net	23			(50		)	(170		)	203
Interest rate swaps	Interest and other, net	(8		)	1			(15		)	(5		)
Total return swaps	Various	5			11			14			42
Other	Gains (losses) on equity investments, net	(2		)	—			(3		)	(6		)
Other	Interest and other, net	3			(5		)	7			(8		)
Total		$	62		$	(39	)	$	(171	)	$	212

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

Note 8: Acquisitions

Altera Corporation

On December 28, 2015, we completed the acquisition of Altera, a global semiconductor company that designs and sells programmable semiconductors and related products. We acquired all outstanding shares of Altera common stock and, subject to certain exceptions, each share of Altera common stock underlying vested stock option awards, restricted stock unit awards (RSUs) and performance-based restricted stock unit awards in exchange for cash. The acquired company operates as the Programmable Solutions Group (PSG) and continues to design and sell programmable logic devices (PLDs), which incorporate field-programmable gate arrays (FPGAs) and complex programmable logic devices (CPLDs), and highly integrated System-on-Chip (SoC) devices. This acquisition is expected to expand our reach within the compute continuum, as the combination of our leading-edge products and manufacturing process with Altera's leading FPGA technology is expected to enable new classes of platforms that meet customer needs in the data center and Internet of Things market segments. As we develop future platforms, the integration of PLDs into our platform solutions is expected to improve the overall performance and lower the cost of ownership for our customers. For further information, see "Note 23: Operating Segments Information."

Total consideration to acquire Altera was $14.5 billion (net of $2.0 billion of cash and cash equivalents acquired) and comprised the following:



(In Millions)
Cash, net of cash acquired	$	14,401
Share-based awards assumed	50
Total	$	14,451

The preliminary fair values of the assets acquired and liabilities assumed by major class in the acquisition of Altera were recognized as follows:



(In Millions)
Short-term investments	$	182
Receivables	368
Inventory	555
Other current assets	123
Property, plant & equipment	312
Goodwill	5,433
Identified intangible assets	7,566
Other long-term investments and assets	2,495
Deferred income	(336		)
Other liabilities	(263		)
Long-term debt	(1,535		)
Deferred tax liabilities	(449		)
Total	$	14,451

The allocation of purchase consideration to assets and liabilities is not yet finalized. The preliminary allocation of the purchase price was based upon estimates and assumptions that are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are certain tax matters, identification of contingencies, and goodwill.

The preliminary goodwill of $5.4 billion arising from the acquisition is attributed to the expected synergies and other benefits that will be generated by combining Intel and Altera. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. For further information on the assignment of preliminary goodwill for the acquisition, see “Note 9: Goodwill.”

INTEL CORPORATION

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS — Unaudited (Continued)

The identified intangible assets assumed in the acquisition of Altera were recognized as follows based upon their fair values as of December 28, 2015:



	Fair Value (In Millions)		Weighted Average Estimated Useful Life (In Years)
Developed technology	$	5,757	9
Customer relationships	1,121		12
Brands	87		6
Identified intangible assets subject to amortization	6,965
In-process research and development	601
Identified intangible assets not subject to amortization	601
Total identified intangible assets	$	7,566

Acquired developed technology represents the fair value of Altera products that have reached technological feasibility and are a part of Altera’s product offerings, as opposed to in-process research and development which represents the fair value of products that have not reached technological feasibility. Customer relationships represent the fair values of the underlying relationships and agreements with Altera’s customers. Brands represent the fair value of Altera's master brand and product brand names.

Other 2016 Acquisitions

During the first six months of 2016, in addition to the Altera acquisition, we completed five acquisitions qualifying as business combinations in exchange for aggregate consideration (net of cash acquired) of $230 million, most of which was cash. Substantially all of the consideration was allocated to goodwill and identifiable intangible assets. For information on goodwill by operating segment, see “Note 9: Goodwill” and for information on the classification of intangible assets, see "Note 10: Identified Intangible Assets." These acquisitions, both individually and in aggregate, were not significant to our operations.

Actual and Pro Forma Results of Acquirees

Net revenue and net income attributable to all acquisitions completed during the first six months of 2016 have been included in our consolidated condensed statements of income from their respective acquisition dates to the period ending July 2, 2016. The Altera acquisition was significant to our consolidated condensed results of operations, and these results are reported as the Programmable Solutions Group in "Note 23: Operating Segments Information."

The unaudited pro forma financial results combine the historical results of Intel and Altera for 2016 and 2015 along with the historical results of other businesses acquired during 2016. The results include the effects of pro forma adjustments as if the businesses acquired in 2016 were acquired at the beginning of Intel's 2015 fiscal year. The pro forma results for the three months ended June 27, 2015 include a non-recurring inventory valuation adjustment of $161 million. The pro forma results for the six months ended June 27, 2015 include non-recurring adjustments of $387 million for the inventory valuation adjustment, $64 million for deferred income (net of the impact of cost of goods sold) and $94 million for other acquisition-related transaction costs, all of which reduce pro forma net income.

The pro forma financial results presented below do not include any anticipated synergies or other expected benefits of the acquisitions. This is presented for informational purposes only and is not indicative of future operations or results that would have been achieved had the acquisitions been completed as of the beginning of our 2015 fiscal year.



	Three Months Ended				Six Months Ended
(In Millions, Except Per Share Amounts)	Jul 2, 2016		Jun 27, 2015		Jul 2, 2016		Jun 27, 2015
Net revenue	$	13,533	$	13,609	$	27,334	$	26,727
Net income	$	1,458	$	2,381