Intel Corporation

09/15/2025 | Press release | Distributed by Public on 09/15/2025 04:30

Asset Transaction, Regulation FD Disclosure (Form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed, on April 14, 2025, Intel Corporation ("Intel"), Intel Americas, Inc. ("Intel Americas" and together with Intel, the "Sellers"), Altera Corporation, at the time a wholly owned subsidiary of Intel ("Altera"), and an affiliate of Silver Lake ("Purchaser"), entered into a transaction agreement (as amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), pursuant to which Intel would sell a majority interest in its Altera business to the Purchaser (the "Transaction").
Following the satisfaction of the closing conditions of the Transaction Agreement, the closing of the Transaction was consummated on September 12, 2025, at which time: (i) the Purchaser acquired 51% of the equity interests of Altera for an equity value of approximately $3.3 billion, with Intel retaining the remaining 49% interest; (ii) each of Intel and the Purchaser contributed such equity interests in Altera to a newly formed limited partnership (the "Partnership"); and (iii) Intel and the Purchaser entered into an amended and restated limited partnership agreement (the "LPA") in substantially the same form as previously described in Intel's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 17, 2025 and filed with Intel's Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2025 filed with the SEC on July 24, 2025. The LPA sets forth each party's rights and responsibilities with respect to the Partnership and respective interests in the Partnership.
Item 7.01 Regulation FD Disclosure.
Intel's consolidated financial statements for Q3 2025 will reflect Altera's results from June 29, 2025 through September 11, 2025. Intel will account for its minority investment in Altera under the equity method of accounting upon the closing of the Transaction on September 12, 2025.
Altera's results as a segment of Intel in the first half of 2025 included gross margin of 55% on revenue of $816 million, with operating expenses of $356 million. Intel has revised its full-year 2025 non-GAAP operating expense target to $16.8 billion (from $17 billion) to reflect the deconsolidation of Altera. Intel's full-year 2026 operating expense target of $16 billion remains unchanged.
Non-GAAP Financial Measures
In addition to disclosing financial results in accordance with US GAAP, this document references targets for non-GAAP operating expenses. Non-GAAP operating expenses refers to non-GAAP R&D and marketing, general and administrative (MG&A). 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.
Set forth below are reconciliations of non-GAAP operating expenses to the most directly comparable US GAAP financial measure, GAAP operating expenses. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with US GAAP, and the reconciliations should be carefully evaluated.
(In Billions; Unaudited)
Full-Year 2025
Full-Year 2026
Approximately
Approximately
GAAP operating expenses
$ 21.9 $ 19.0
Acquisition-related adjustments (0.1) (0.1)
Share-based compensation (2.5) (2.9)
Restructuring and other charges
(2.5) -
Non-GAAP operating expenses
$ 16.8 $ 16.0
Our non-GAAP financial measures reflect adjustments based on one or more of the following items:
Non-GAAP adjustment or measure Definition Usefulness to management and investors
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 US 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.
Share-based compensation Share-based compensation consists of charges related to our employee equity incentive plans. We exclude charges related to share-based compensation for purposes of calculating certain non-GAAP measures because we believe these adjustments provide comparability to peer company results and because these charges are not viewed by management as part of our core operating performance. We believe these adjustments provide investors with a useful view, through the eyes of management, of our core business model, how management currently evaluates core operational performance, and additional means to evaluate expense trends, including in comparison to other peer companies.
Restructuring and other charges
Restructuring charges are costs associated with restructuring plans and are primarily related to employee severance and benefit arrangements. Other charges include periodic goodwill and asset impairments, and other costs associated with certain non-core activities.
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 core operating performance. These adjustments facilitate a useful evaluation of our core operating performance and comparisons to past operating results and provide investors with additional means to evaluate expense trends.
Intel Corporation published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 10:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]