INTCIntel
- Headquarters
- Santa Clara, CA
- CEO
- Lip Bu Tan
- Next results
- around Jan 21, 2027
21 paragraphs in Risk Factors of the 10-K filed Jan 23, 2026 with nothing like them in the 10-K filed Jan 31, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
We have adopted a disaggregated design architecture for most of our newer and more high-end products and a number of our future products in which different processors and components, or tiles, can be manufactured on different processes and connected by advanced packaging technology into a single package. This approach introduces new areas of complexity in design and manufacturability, particularly in the deployment of advanced packaging technologies, several of which are novel, have a limited manufacturing history or have increased costs. Delays or failures in implementing disaggregated designs or the individual components thereof could adversely affect our ability to timely introduce competitive products. Further, some of our newer and more high-end products and a number of our future products involve the use of tiles manufactured by TSMC, a key competitor on the foundry side of our business, or other third-party foundry suppliers. To the extent there is any interruption in the supply of tiles manufactured by TSMC or any other third-party foundry supplier, whether as a result of a dispute or otherwise, we would be unable to complete assembly of complete products requiring such tiles until such time as we could design and manufacture replacement tiles and source such tiles from an alternative supplier, which would likely involve a substantial delay given the bespoke design of each tile to the particular manufacturing process utilized. As such, our disaggregated design approach involves significant supply chain risk to our ability to manufacture and sell our products that could have a material adverse impact on business and financial results. Further, to the extent we adopt a disaggregated design approach for products that compete with competitors’ products that use a more traditional monolithic chip design, we may be at a significant cost disadvantage that adversely impacts the profitability or the success of our products.
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If we are unable to secure a significant external foundry customer for Intel 14A, our next generation semiconductor manufacturing process technology, we may pause or discontinue our pursuit of next generation leading-edge process technologies.
As an integrated design manufacturer (IDM) with a products business that depends on access to leading-edge semiconductor manufacturing process technologies, or nodes, to produce competitive products, we have historically invested significant capital resources to continually develop new generations of leading-edge nodes and foundry capacity to produce such nodes. However, as described above, the design, development and manufacturing of leading-edge nodes is risky and capital-intensive, and it takes years for capital investments to yield a return. If we are unable to secure a significant external customer for our Intel 14A node, we may pause or discontinue development of Intel 14A and subsequent next generation leading-edge nodes. While we remain focused on continued development of Intel 14A and securing such a significant external customer, we have taken steps to reduce our overall investment and have further slowed down the construction of the new leading-edge fabrication facilities we are building in Ohio. In addition, while we continue to evaluate Intel 14A for use in future Intel products and our plan includes an initial product designed to utilize Intel 14A, at present we are maintaining the option to design future Intel products requiring nodes with performance beyond Intel 18A and Intel 18A-P to be produced internally or by an external foundry. We have been unsuccessful to date in securing any significant external foundry customers for any of our nodes and our prospects for securing a significant external foundry customer for Intel 14A are uncertain.
If we were to pause or discontinue the design, development and manufacturing of Intel 14A and other next generation leading-edge nodes, we would be subject to a number of significant strategic business, financial, operational and reputational risks and repercussions including, but not limited to:
▪Dependence on Third-Party Foundries. Our products business would, over time, become dependent on third-party foundries, particularly TSMC, as we develop products for nodes beyond Intel 18A and Intel 18A-P. We have no long-term contract with TSMC, and if we are unable to secure and maintain sufficient capacity on favorable pricing terms, we may be unable to manufacture our products in sufficient volume and at a cost that supports the continued success of our products business. Further, most of our competitors have longer and more established relationships with TSMC and other third-party foundries than we do, which may put us at a competitive disadvantage. There are few foundries capable of producing the leading-edge and near-leading-edge nodes needed for our products – currently only TSMC and Samsung. To the extent our competitors are more successful than us in securing capacity with those foundries than we are, our product roadmap, market position and customer relationships would be materially adversely impacted.
▪Losses with Respect to our Investments in R&D and Manufacturing Facilities and Equipment: We had over $100 billion of property, plant and equipment, net on our balance sheet as of December 27, 2025, the substantial majority of which we estimate relate to our foundry business. While the significant majority of this relates to our existing and in-development nodes, including Intel 18A and Intel 18A-P, with each transition to a new node we continue to utilize some R&D and manufacturing assets from prior nodes. If we were to pause or discontinue the design, development and manufacturing of Intel 14A and other next generation leading-edge nodes, we would expect to incur significant material impairments with respect to foundry assets that may impact our results of operations. For example, we would likely discontinue the new leading-edge fabrication facilities we are building in Ohio. We also would expect to incur additional costs and expenses as we wind down other projects and facilities and reduce headcount.
▪Loss of Eligibility for Government Incentives. We have also entered into government incentive arrangements with local, regional and national governments, both U.S. and non-U.S. If we were to pause or discontinue the design, development and manufacturing of Intel 14A, we may lose eligibility for various incentives contemplated by these arrangements, and we may be required to repay amounts already received under these arrangements.
▪Potential Penalty Payments Under our SCIP Agreements. To support our capital investments in recent years, we pursued alternative financing arrangements including our 2022 joint investment with Brookfield in the manufacturing expansion of our Arizona campus and our 2024 joint investment with Apollo related to Fab 34 in Ireland. Our potential pause or discontinuation of the design, development and manufacture of Intel 14A may accelerate our move to third-party foundry services for our products and result in our inability to satisfy construction and/or wafer demand and purchase commitments in those arrangements, potentially requiring substantial additional payments to our SCIP partners.
▪Loss of Talent. Historically, as one of the only companies in the world, and the only company in the U.S., pursuing the design, development and manufacturing of next generation leading-edge nodes, we have benefitted from being in a unique position as an employer to hire and retain scientists, engineers, and other technical talent interested in being on the cutting edge of semiconductor innovation. If we were to pause or discontinue leading-edge node design, development and manufacturing, or any perception that we may do so in the future, may materially adversely impact our ability to hire and retain key talent across our foundry organization and the company more broadly, and we risk substantial loss of historical, technical and other expertise.
▪Limited External Foundry Potential. We have been unsuccessful to date in attracting significant customers to our external foundry business. If we were to pause or discontinue our pursuit of Intel 14A and successor nodes, it is highly uncertain whether we would be able to develop this business. Among other things, our existing nodes (Intel 7, Intel 4 and Intel 3) were designed for Intel products, and if potential customers for our upcoming Intel 18A-P node believe we are no longer committed to continued development of next generation leading-edge nodes (Intel 14A and beyond), they may be inclined to remain with their current foundry partners and unwilling to make the significant investments of time and resources needed to develop products on our nodes.
▪Other Significant Financial, Operational and Reputational Risks. If we pause or discontinue the design, development and manufacture of Intel 14A and future leading-edge nodes, it may give rise to additional material risks that we are not able to foresee or that are more significant than we anticipate, including, but not limited to, adverse impacts to our relationships and the terms of our engagements with customers, suppliers and strategic partners, potential credit rating risk, and diminished investor confidence and increased stock price volatility. It is also uncertain what actions, if any, may be taken by the U.S. and other governments to the extent they view a potential discontinuation of our leading-edge process technology design, development and manufacturing as a strategic risk from a national economic or defense perspective.
Any of the foregoing could have a material adverse impact on our revenue, operations, financial position, cash flows, access to financing, cost structure, competitiveness, reputation, profitability and prospects and could exacerbate other risks discussed in this Form 10-K. Further, given the decades of significant continuous investments in R&D, talent accumulation, intellectual property, state-of-the-art facilities and technical know-how needed to compete in leading-edge node design, development and manufacturing, any decision to pause or discontinue our pursuit of Intel 14A and successor leading-edge process technologies may be effectively irreversible.
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There are a number of risks and uncertainties associated with the U.S. government’s acquisition of significant equity interests in us.
Similar paragraph at 1 of 74 other Technology companies: ANETOur transactions with the U.S. government during the third quarter of 2025, including the equity issuances and the amendment to our commercial CHIPS Act agreement, are complex and subject to a number of risks and uncertainties:
▪The legislative, judicial or executive branches of the U.S. government could determine in the future that all or a portion of the transactions were unauthorized, void or voidable. While the U.S. Department of Commerce, or DOC, is contractually bound under the agreement, no other agency or branch of the U.S. government has made commitments to support, refrain from challenging or otherwise impeding the transaction. Legal challenges, administrative rulings, litigation by other parts of the U.S. government or third parties, or geopolitical developments could materially impair funding, alter obligations under our CHIPS Act agreements, or otherwise adversely affect the transactions and the benefits we expect to receive. In addition, enforcement against a government counterparty is inherently uncertain given the defenses available to the U.S. government.
▪The transactions eliminate our contractual rights to receive future funds under the commercial CHIPS Act agreement and Secure Enclave agreement in the form of grants and may limit our ability to secure grants from government entities in the future. In converting future grant funding into investments in common stock by the U.S. government, the transactions make it such that we will no longer benefit from the reduced future operating costs made possible by such grant funding. In addition, our business is highly capital intensive and we have a number of other current grant arrangements with government entities, and may seek to pursue such arrangements in the future. It is uncertain whether the transactions may cause other government entities to seek to convert their existing grant arrangements with us into equity investments or be unwilling to support us with future grants, either of which could limit our access to capital, increase our cost of capital or increase our future operating costs.
▪The transactions are dilutive to existing stockholders. The issuance of shares of common stock to the U.S. government at a discount to the current market price is dilutive to existing stockholders, and stockholders may suffer significant additional dilution if the conditions to the warrant are triggered and the warrant is exercised.
▪The U.S. government’s equity position reduces the voting and other governance rights of our other stockholders and may limit potential future transactions that may be beneficial to such stockholders. The transactions resulted in the U.S. government becoming one of our largest stockholders. The U.S. government’s interests in us may not be the same as those of other stockholders. The U.S. government has agreed to vote its shares of common stock as recommended by our board of directors, subject to applicable law and exceptions to protect the U.S. government’s interests. This will reduce the voting influence of other stockholders with respect to the selection of our directors and proposals voted on by our stockholders. The existence of a significant U.S. government equity interest, the voting of such shares either as directed by our board of directors or the U.S. government, and the U.S. government’s substantial additional powers with respect to the laws and regulations impacting us, may substantially limit our ability to pursue potential future strategic transactions that may be beneficial to stockholders, including by potentially limiting the willingness of other third parties to engage in such potential strategic transactions with us.
▪Our non-U.S. business may be adversely impacted by the U.S. government being a significant stockholder. Sales outside the U.S. accounted for 70% of our revenue for 2025. Having the U.S. government as a significant stockholder could subject us to additional regulations, obligations or restrictions, such as foreign subsidy laws or otherwise, in other countries.
Any of the foregoing could have a material adverse effect on our revenue, operations, financial position, cash flows, access to financing, cost structure, competitiveness, reputation, profitability and prospects and could exacerbate other risks discussed in this Form 10-K.
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We regularly face attempts by malicious attackers to, among other things: gain unauthorized access to our network or data centers or those of our suppliers, customers and partners; steal proprietary, personal or confidential information; sabotage or corrupt our systems or processes to design and manufacture hardware and associated software and services; interrupt operations; or demand ransom. Threats include malicious hackers, state-sponsored organizations, insider threats, including employees and third-party service providers and unauthorized physical facility access. In addition, service providers we use can experience breaches of their systems and products, or provide inadequate updates or support, which can impact the security of our systems and our proprietary or confidential information.
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New in the latest 10-Q
22 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like them in the 10-Q filed Jul 24, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
1 For the three months ended September 26, 2026 and three and nine months ended September 27, 2025, earnings per share attributable to Intel-diluted has been calculated by adjusting net income attributable to Intel for the gain of $ 120 million and loss of $ 2 million, respectively, related to the mark-to-market of that portion of the derivative liability that is attributable to 5 million and 342 thousand, respectively, contingent Escrowed Shares that were included in the weighted average shares of common stock outstanding-diluted during the period.
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(In Millions; Unaudited) Sep 26, 2026 Dec 27, 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Assets Current assets: Cash and cash equivalents $ 21,846 $ 14,265 Short-term investments 32,159 23,151 Accounts receivable, net 4,093 3,839 Inventories 13,068 11,618 Other current assets 11,408 10,815 Total current assets 82,574 63,688 Property, plant, and equipment, net of accumulated depreciation of $111,913 ($106,464 as of December 27, 2025) 105,314 105,414 Equity investments 8,798 8,512 Goodwill 20,465 23,912 Identified intangible assets, net 2,444 2,772 Other long-term assets 8,979 7,131 Total assets $ 228,574 $ 211,429 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 8,831 $ 9,882 Accrued compensation and benefits 3,905 3,990 Short-term debt 3,817 2,499 Other accrued liabilities 20,843 15,204 Total current liabilities 37,396 31,575 Debt 46,317 44,086 Other long-term liabilities 13,305 9,408 Commitments and Contingencies (Note 14) Stockholders’ equity: Common stock and capital in excess of par value, 5,310 issued and outstanding (4,994 issued and outstanding as of December 27, 2025) 78,177 65,185 Accumulated other comprehensive income (loss) (232) 113 Retained earnings 36,969 48,983 Total Intel stockholders' equity 114,914 114,281 Non-controlling interests 16,642 12,079 Total stockholders' equity 131,556 126,360 Total liabilities and stockholders’ equity $ 228,574 $ 211,429
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In the third quarter of 2025, we converted 113.7 million of our Mobileye Class B shares into Class A shares. We subsequently sold 57.5 million of the Class A shares in a secondary offering, representing 7 % of Mobileye's outstanding capital stock, for $ 16.50 per share and received net proceeds of $ 922 million. Concurrently, Mobileye repurchased from us 6.2 million of the Class A shares for $ 16.50. As of September 26, 2026, we continue to hold the remaining 50.0 million Mobileye Class A shares from the conversion, in addition to our remaining Mobileye Class B shares. As we continue to consolidate the results of Mobileye, the impact of the share repurchase was eliminated in our Consolidated Condensed Balance Sheets.
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1 For the three months ended September 26, 2026 and three and nine months ended September 27, 2025, earnings per share attributable to Intel-diluted has been calculated by adjusting net income attributable to Intel for the gain of $ 120 million and loss of $ 2 million, respectively, related to the mark-to-market of that portion of the derivative liability that is attributable to 5 million and 342 thousand, respectively, contingent Escrowed Shares that were included in the weighted average shares of common stock outstanding-diluted during the period.
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For the three and nine months ended September 26, 2026 and September 27, 2025, securities that would have been anti-dilutive were insignificant.
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On August 12, 2026, we completed an underwritten public offering of approximately 211 million shares of our common stock at a price of $ 95.00 per share. In connection with this offering, the underwriters exercised their option to purchase an additional approximately 32 million shares of common stock at $ 95.00 per share, less underwriting discounts and commissions. As a result, we issued an aggregate of approximately 242 million shares of common stock in exchange for gross proceeds of $ 23.0 billion. We received net proceeds of $ 22.6 billion after deducting $ 383 million of underwriting discounts, commissions, and other offering expenses, which were recorded as a reduction to capital in excess of par value.
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On August 18, 2025, we entered into an agreement to issue and sell 87 million shares of our common stock to SoftBank Group at $ 23.00 per share, representing an aggregate cash purchase price of $ 2.0 billion. The issuance and sale of the shares were completed on September 26, 2025.
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On September 15, 2025, we entered into an agreement to issue and sell 215 million shares of our common stock to NVIDIA at a price of $ 23.28 per share, representing an aggregate cash purchase price of $ 5.0 billion. The issuance and sale of the shares were completed the following quarter on December 26, 2025.
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We recognized a pre-tax gain of $ 5.5 billion within interest and other, net in the third quarter of 2025. Our pre-tax gain was calculated as follows:
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(In Millions) ──────────────────────────────────────────────────────────────────────────────────────────────── Proceeds from divestiture, net of cash sold and direct selling costs $ 4,266 Deferred consideration 457 Fair value of retained interest in Altera 3,246 Less: net assets of Altera, net of cash sold (1,962) Less: separation and employee-related costs and other (461) Gain on divestiture of Altera $ 5,546
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Approximately $ 2.1 billion of the gain resulted from the remeasurement of our non-marketable equity investment in Altera to its fair value at the transaction close date. Cash proceeds received within the third quarter of 2025 of $ 4.3 billion, net of the cash sold and the costs incurred to sell the business, are presented in net cash provided by (used for) investing activities, in the Consolidated Condensed Statements of Cash Flows for the nine months ended September 27, 2025.
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In October 2026, we entered into a definitive agreement to acquire 100 % of Classiq Technologies Ltd. for approximately $ 1.9 billion, subject to customary purchase price adjustments. The agreement also provides for up to $ 350 million of contingent consideration based on the achievement of specified performance milestones. The transaction is expected to close in the first half of 2027, subject to regulatory approvals and other customary closing conditions. We may elect to settle the purchase price in cash or shares of Intel common stock. We have not yet completed our assessment of the accounting for the transaction.
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On October 1, 2026, total borrowing capacity under the amended credit facilities increased by $ 500 million, bringing the total to $ 15.0 billion, consisting of a $ 5.0 billion three-year credit facility and a $ 10.0 billion five-year credit facility.
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Commitments primarily include payments due under various types of licenses and supply agreements to purchase goods or services. Contractual obligations for purchases of goods or services relate to agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities, fixed, minimum or variable price provisions, and the approximate timing of the transaction. Other purchase obligations reflect the non-cancelable portion or the minimum cancellation fee under the agreement.
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In the third quarter of 2026, we signed supply agreements for capital expenditures and the purchase of other goods and services. Commitments for capital expenditures and other purchase obligations totaled $ 19.6 billion and $ 9.8 billion, respectively, as of September 26, 2026 ($ 12.8 billion and $ 6.7 billion as of December 27, 2025). The substantial majority of commitments for capital expenditures are due within the next 12 months, whereas the majority of commitments for other purchase obligations are due beyond 12 months.
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Subsequent to the third quarter of 2026, we entered into two agreements to secure future substrate supply, under which our total funding requirements are currently estimated to be approximately $ 5.3 billion to $ 6.1 billion. Certain terms of these agreements have not yet been finalized. We estimate that approximately $ 3.3 billion of the associated commitments will be paid by the end of 2027.
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In Q3 2026 and YTD 2026, demand for our data center products remained strong amid continued investments in AI infrastructure. We expect strong demand to continue into Q4 2026 and beyond. In the client market, demand for our products declined in Q3 2026 as compared to the first half of 2026 due to industry-wide impacts from higher component prices, particularly memory, constrained IT budgets and tighter inventory management. We expect these trends to worsen in Q4 2026 and persist in 2027.
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In mid-October 2026, an accident at our manufacturing facility in Kiryat Gat, Israel resulted in employee casualties and injuries and halted manufacturing operations at the facility. Operations have remained suspended for approximately two weeks and are expected to resume by the end of October 2026. We expect to incur charges associated with scrapped inventory, facility remediation and cleanup activities and excess capacity charges resulting from the under-absorption of overhead costs in Q4 2026. In addition, we expect the reduced production volumes and operating inefficiencies during the stoppage and restoration period to adversely affect manufacturing costs, gross profit and operating results in Q4 2026 and through the first half of 2027. Our assessment and remediation efforts are ongoing and we are currently unable to reasonably estimate the financial impact from the incident or the amount of insurance recoveries we may receive. The ultimate financial impact of the incident will depend on the duration of operational disruptions, the extent of property damage, the timing and cost of remediation efforts, insurance recoveries, and our ability to mitigate production shortfalls through our global manufacturing network. We maintain insurance coverage applicable to certain losses arising from the incident and are evaluating potential recoveries under the policy. The amount and timing of any insurance recoveries remain subject to the terms of the applicable policy, including deductibles, coverage limits and claims resolution processes.
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2 For the three months ended September 26, 2026 and three and nine months ended September 27, 2025, earnings per share attributable to Intel-diluted has been calculated by adjusting net income attributable to Intel for the gain of $120 million and loss of $2 million, respectively, related to the mark-to-market of that portion of the derivative liability that is attributable to 5 million and 342 thousand, respectively, contingent Escrowed Shares that were included in the weighted average shares of common stock outstanding-diluted during the period.
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In YTD 2026, our revenue was impacted by the industry-wide supply constraints discussed above under "Q3 2026 vs. Q3 2025."
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Subsequent to Q3 2026, we entered into a definitive agreement to acquire 100% of Classiq Technologies Ltd. for approximately $1.9 billion, subject to customary purchase price adjustments. The agreement also provides for up to $350 million of contingent consideration based on the achievement of specified performance milestones. The transaction is expected to close in the first half of 2027, subject to regulatory approvals and other customary closing conditions. We may elect to settle the purchase price in cash or shares of our common stock.
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On August 14, 2026, Alyssa H. Henry, one of our director s, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale, subject to certain price limits, of up to 15,400 shares of common stock. The plan will expire on August 13, 2027, subject to early termination in accordance with the terms of the plan.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Jan 23, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
This 10-Q has no Item 1A (Risk Factors) text of its own, so there is nothing to compare. Many companies leave it out when their risks have not changed.
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